UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 29, 2022

Date of Report (Date of earliest event reported)

HTG Molecular Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (877) 289-2615

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 29, 2022, HTG Molecular Diagnostics, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of each matter voted upon at the Special Meeting, as well as the number of votes with respect to each matter. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest whole number.

Proposal 1. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Authorized Number of Shares of its Common Stock

The Company’s stockholders did not approve an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of its common stock from 26,666,667 to 80,000,000. The final voting results are as follows:

Proposal 2. Approval of a Series of Alternate Amendments to the Company's Amended and Restated Certificate of Incorporation to effect a Reverse Stock Split

The Company’s stockholders approved a series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation to effect, at the option of the Company's Board of Directors (the "Board"), a reverse stock split of the Company's common stock at a ratio between 1-for-3 and 1-for-12, inclusive as determined by the Board in its sole discretion. The final voting results, including 300,000,000 votes represented by the share of Series A Preferred Stock voted in the same proportion as the votes cast by shares of common stock on Proposal 2, are as follows:

Proposal 3. Approval of the Authorization to Adjourn the Special Meeting

The Company’s stockholders approved the authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1 or Proposal 2, but this authorization is moot as Proposal 2 passed and the Company elected not to adjourn the meeting to solicit additional votes for Proposal 1. The final voting results are as follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.