UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of theOF THE

Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a partyParty other than the Registrant  ☐

Check the appropriate box:

HTG MOLECULAR DIAGNOSTICS, INC.Molecular Diagnostics, Inc.

(NameExact name of Registrantregistrant as Specified In Its Charter)

N/Aspecified in its charter)

(Name of Person(s) Filing Proxy Statement if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

HTG MOLECULAR DIAGNOSTICS, INC.

3430 E. Global Loop

Tucson, Arizona 85706

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 17,on November 29, 2022

Dear Stockholder:Stockholders:

You are cordially invited to attend the 2022 Annuala Special Meeting of Stockholders of HTG Molecular Diagnostics, Inc., a Delaware corporation (the “Company”).corporation. The meeting will begin promptly at 1:00 p.m. Pacific Time on August 17, 2022 via a live audio-only webcast. We have determined that the annual meeting will be held in a virtual format only, viaat 1:30 p.m. local time on November 29, 2022 at the internet, with no physical in-person meeting. To participate inoffice of HTG Molecular Diagnostics, Inc. at 3430 E. Global Loop, Tucson, Arizona 85706.

We are holding the annual meeting virtually via the internet, please visit www.proxydocs.com/HTGM.

In order to attend the annual meeting, you must register in advance at www.proxydocs.com/HTGM prior to 5:00 p.m. Eastern Time on August 16, 2022. Upon completion of your registration, you will receive further instructions via email, including a unique link that will allow you to access the meeting and to submit questions during the meeting. Stockholders will not be able to attend the annual meeting in person.  

The meeting is being held for the following purposes:

1. To elect the Board of Directors’ three nominees for director named herein to hold office until the 2025 Annual Meeting of Stockholders;

2. To approve a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect, at the option of the Board of Directors, a reverse stock split of our common stock at a ratio between 1-for-5 and 1-for-15, inclusive,purposes, as determined by the Board of Directors in its sole discretion;

3. To approve the authorization to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2.

4. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement accompanying this Notice.

5. To ratify the selection by the Audit Committee of the Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.

6. To conduct any other business properly brought before the meeting or any adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice. We encourage you to carefully read these materials, as wellproxy statement:

All of our Annual Report for the year ended December 31, 2021.  

The record date for the annual meeting is June 21, 2022. Only stockholders of record at the closeas of                 business on that date may, 2022 are entitled to attend and vote at the meeting orand at any adjournment or postponement thereof.

By OrderOur board of directors recommends that you vote “For” the Board of Directorsthree proposals listed above.

Tucson, Arizona

            , 2022

HTG MOLECULAR DIAGNOSTICS, INC.

3430 E. Global Loop

Tucson, Arizona 85706

PROXY STATEMENT

FOR THE 2022 ANNUAL

SPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 17,TO BE HELD ON NOVEMBER 29, 2022

Our board of directors is soliciting proxies for use at a special meeting of stockholders (the “Special Meeting”) to be held at 1:30 p.m. local time on November 29, 2022 at the office of HTG Molecular Diagnostics, Inc. at 3430 E. Global Loop, Tucson, Arizona 85706, or at any postponement or adjournment of the Special Meeting. HTG Molecular Diagnostics, Inc. is sometimes referred to herein as “we”, “us”, “our”, “HTG” or the “Company.”

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regardingthese proxy materials?

We have sent you this proxy statement and the availabilityenclosed proxy card because our board of directors (sometimes referred to as the “Board”) is soliciting your proxy materials onto vote at the internet?

Special Meeting, including any adjournments or postponements of the Special Meeting. Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provideare also providing access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as the “Board”) of HTG Molecular Diagnostics, Inc. (sometimes referred to as “we,” “us,” “our,” the “Company” or “HTG”) is soliciting your proxy to voteinternet, which can be accessed at the 2022 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials, including our Proxy Statement and Annual Report, on the website referred to in the Notice, www.proxydocs.com/HTGM, or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.www.proxypush.com/HTGM.

We intend to mail the Noticethese proxy materials on July 7,or about November 2, 2022 to all stockholders of record entitled to vote at the annual meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after July 17, 2022.

Why are we holding a virtual Annual Meeting?

This year we have implemented a virtual format for our annual meeting, which will be conducted via live audio webcast and online stockholder tools. We believe a virtual format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world without person-to-person contact, at no cost (other than any costs associated with your internet access, such as usage charges from internet access providers and telephone companies). A virtual annual meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can ask questions of our Board or management. During the annual meeting, we may answer questions submitted during the annual meeting and address those asked in advance, to the extent relevant to the business of the annual meeting, as time permits. We do not intend to post questions received during the annual meeting to our website.

How do I attend the annual meeting?

The meeting will be held live via the Internet on Wednesday, August 17, 2022 at 1:00 p.m. Pacific Time. You must register in advance by visiting www.proxydocs.com/HTGM to attend, participate or vote during the meeting prior to the registration deadline of 5:00 p.m. Eastern Time on Tuesday, August 16, 2022. You will be asked to include the control number found on your Notice, Proxy Card or Voting Instruction Form. Upon registration, you will receive further instructions via email, including a unique link that will allow you to access the meeting and submit questions during the meeting.

Will a list of record stockholders as of the record date be available?

A list of our record stockholders as of the close of business on the record date will be made available to stockholders during the meeting at www.proxydocs.com/HTGM. In addition, for the ten days prior to the annual meeting, the list will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours.Special Meeting.

Who can vote at the annual meeting?Special Meeting?

Only stockholders of record at the close of business on                 June 21,, 2022 (the “record date”) will be entitled to vote at the annual meeting.Special Meeting or any adjournment or postponement thereof. On thisthe record date, there were 11,045,986                 shares of common stock outstanding and entitled to vote.
vote and one share of Series A Preferred Stock outstanding. The share of Series A Preferred Stock may only vote on the Reverse Stock Split Proposal, as described below.

Stockholder of Record: Shares Registered in Your Name

If on June 21, 2022,the record date your shares were registered directly in your name with HTG’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote onlinein person at the annual meeting or vote by proxy. Whether or not you plan to attend the meeting,Special Meeting, we urge you to fill out and return the proxy card that may be mailed to you or vote by proxy overpursuant to the telephone or on the internet as instructedinstructions set forth below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on June 21, 2022the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice isthese proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting.Special Meeting. As a beneficial owner,

you have the right to direct your broker or other agent regardingon how to vote the shares in your account. You are also invited to attend the annual meeting.Special Meeting. However, since you are not the stockholder of record, you may not vote your shares livein person at the meetingSpecial Meeting unless you request and obtain a valid proxy or control number from your broker or other agent.

What am I voting on?

There are five matters scheduledManagement is presenting three proposals for astockholder vote:

For each proposal, you may vote “For” such proposal, vote “Against” such proposal or “Abstain” from voting on such proposal.

What if another matter is properly brought before the meeting?Special Meeting?

The BoardOur board of Directorsdirectors knows of no other matters that will be presented for consideration at the annual meeting.Special Meeting. If any other matters are properly brought before the meeting,Special Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote onlinein person at the annual meeting,Special Meeting or vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time.internet. Whether or not you plan to attend the meeting,Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meetingSpecial Meeting and vote online at the meeting evenin person if you have already voted by proxy.

2

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containingproxy card and voting instructions with this proxy statement from that organization rather than from HTG. Simply followcomplete and mail the proxy card as directed by the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet as instructed by your broker, bank, or other agent. To vote onlinein person at the annual meeting,Special Meeting, you must obtain a valid proxy or control number from your broker, bank, or other agent. Follow the instructions from your broker or bank included with theseour proxy materials, or contact your broker or bank to request a proxy form or control number.form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of the closerecord date. The holder of businessthe one outstanding share of our Series A Preferred Stock has 300,000,000 votes but has the right to vote only on June 21, 2022.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of recordthe Reverse Stock Split Proposal and do not vote by completing your proxy card, by telephone, through the internet or live at the annual meeting, your shares will notSeries A Preferred Stock votes must be voted.

Beneficial Owner: Shares Registeredvoted in the Namesame proportion as the votes cast by shares of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares dependscommon stock on whether the New York Stock Exchange (“NYSE”) deems the particularsuch proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations. For example, if 60% of the NYSE, “non-routine” matters are matters that may substantially affectvotes cast by holders of common stock for the rights or privilegesReverse Stock Split Proposal vote “For” the proposal and 40% vote “Against” the proposal, the holder of stockholders, such as mergers, stockholder proposals, electionsthe share of directors (evenSeries A Preferred Stock will cast 180,000,000 votes “For” the Reverse Stock Split Proposal and 120,000,000 votes “Against” the Reverse Stock Split Proposal. Since the voting of the Series A Preferred Stock will mirror only votes cast, abstentions and broker non-votes, if not contested), executive compensation (including any, advisory stockholder voteswill have no impact on executive compensation andhow the share of Series A Preferred Stock is voted. The Series A Preferred Stock will vote on the frequencyReverse Stock Split Proposal as a single class with the common stock. The share of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal 1 or Proposal 4 without your instructions but may vote your shares on Proposals 2, 3 and 5 even inSeries A Preferred Stock will be automatically redeemed by us effective upon the absenceapproval of your instruction.the Reverse Stock Split Proposal.

What if I return a proxy card or otherwise vote by proxy but do not make specific choices?

If you return a signed and datedvoted by proxy card or otherwise vote without marking any voting selections, your shares will be voted, as applicable, “For”then the election of the three nominees for director, “For” the approval of a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect, at the option of the Board of Directors, a Reverse Stock Split at a ratio between 1-for-5 and 1-for-15, inclusive, as determined by the Board of Directors in its sole discretion, “For” the authorization to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2, “For” the advisory approval of executive compensation and “For” the ratification of the selection by the Audit Committee of the Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card)holders will vote your shares using his or her best judgment.as recommended by our board of directors on all matters presented in this proxy statement, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting.

Who is paying for this proxy solicitation?

The CompanyWe will pay for anythe entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We maywill also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, we have retained Morrow Sodali as a proxy solicitor to solicit proxies for the Special Meeting and will pay them a fee of $7,500 plus an additional amount per call, as well as reimbursement of out-of-pocket expenses.

What does it mean if I receive more than one Notice?proxy card?

If you receive more than one Notice,proxy card, your shares may beare registered in more than one name or are registered in different accounts. Please follow the voting instructions on the Noticeswith respect to each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting.Special Meeting. If you are thea stockholder of record, holder of your shares, you may revoke your proxy in any one of the following ways:

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of one-third in voting power of the shares of common stock and Series A Preferred Stock issued and outstanding on the record date and entitled to vote at a meeting of stockholders will constitute a quorum for the transaction of business at the Special Meeting, provided that, with respect to the Authorized Shares Increase Proposal, at least one-third of the outstanding shares of common stock on the record date must also be present at the Special Meeting or represented by proxy. On the record date, there were                  shares of common stock outstanding and entitled to vote. Thus, in addition to the presence of the Series A Preferred Stock at the meeting,                 shares of common stock must be represented by stockholders present at the Special Meeting or by proxy to have a quorum for the Authorized Shares Increase Proposal.

In addition, unless at least one-third of the outstanding shares of common stock on the record date are present at the Special Meeting or represented by proxy, the holder of Series A Preferred Stock will not cast any votes on the Reverse Stock Split Proposal.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Special Meeting. Abstentions and broker non-votes, if any, will be counted towards the quorum requirement. If there is no quorum, the chair of the Special Meeting or a majority of the votes present at the Special Meeting may adjourn the meeting to another date.

How can I find out the results of the voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. Final voting results will be published in a current report on Form 8-K that we expect to file no later than four business days after the conclusion of the Special Meeting. If final voting results are not available to us in time to file a Form 8-K on or before the fourth business day after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s annual meeting proxy materials, your proposal must be submitted in writing by March 9, 2023, to Attn: Corporate Secretary, 3430 E. Global Loop, Tucson, Arizona 85706. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s annual meeting proxy materials, you must do so between April 19, 2023 and May 19, 2023. You are also advised to review the Company’s bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules (once effective) stockholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than June 18, 2023.

How are votes counted?

Votes will be counted by. If a stockholder’s written notice is not received between April 19, 2023 and May 19, 2023 as specified in the inspector of election appointed forimmediately preceding paragraph, and does not satisfy these additional informational requirements, the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and for all other proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for Proposals 2, 3, 4, and 5 and will have the same effect as “Against” votes. Broker non-votes will be counted towards the presence of a quorum butnotice will not be counted towardsconsidered properly submitted and will not be acted upon at the vote total for any proposal, except Proposal 2, for which they will2023 annual meeting of stockholders.

Whom should I contact with other questions?

If you have additional questions about this proxy statement or the same effect as “Against” votes.Special Meeting, or if you would like additional copies of this proxy statement, please contact: HTG Molecular Diagnostics, Inc., 3430 E. Global Loop, Tucson, Arizona 85706, Attn: Corporate Secretary.

PROPOSAL 1

As discussed above, when a beneficial ownerAPPROVALOFAN AMENDMENTTOOUR AMENDED AND RESTATED CERTIFICATEOF INCORPORATIONTO INCREASETHE NUMBEROF AUTHORIZED SHARESOF COMMON STOCK

General

The Board has recommended an increase in the aggregate number of shares held in “street name” does not give instructionsof common stock, par value $0.001 per share, that we are authorized to issue from 26,666,667 to 80,000,000 (the “Authorized Shares Increase”). The Board is requesting stockholder approval of an amendment to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

For the election of directors, the three nominees receiving the most “For” votes from the holders of shares present virtually at the meeting or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome.

To be approved, Proposal 2, the approval of a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect the Authorized Shares Increase. If the amendment is adopted, the Authorized Shares Increase will become effective upon filing of a Reservecertificate of amendment of the Company’s amended and restated Certificate of Incorporation with the Secretary of State of the State of Delaware. No further stockholder authorization would be required prior to the issuance of such shares by the Company, except where stockholder approval is required under Delaware corporate law or the rules of The Nasdaq Stock Market LLC. The form of the proposed amendment to our Certificate of Incorporation is attached as Appendix A to this proxy statement.

All shares of common stock, including those now authorized and those that would be authorized by the approval of this proposed amendment, are equal in rank and have the same voting, dividend, and liquidation rights. Existing stockholders have no preemptive rights to acquire or subscribe to any of the additional shares of common stock that would be authorized by the approval of the Authorized Shares Increase. The proposed Authorized Shares Increase will not affect the rights of existing stockholders, except to the extent that future issuances of common stock, including the additional shares that would be authorized if the proposed Authorized Shares Increase is approved, may dilute the current equity ownership position of current holders of common stock.

As of                 , 2022, the record date for the Special Meeting,                 shares of common stock were outstanding. As of the record date,                  shares were reserved for issuance upon the exercise or settlement of equity awards granted under our equity incentive plans,                 shares remained available for issuance under our 2020 Equity Incentive Plan,                 shares remained available for issuance under our 2021 Inducement Plan,                  shares were reserved for issuance or potential future issuance under our Amended and Restated 2014 Employee Stock Purchase Plan and                 shares were reserved for issuance upon exercise of outstanding warrants. Accordingly, without the Authorized Shares Increase, we currently expect to have only approximately                  shares of common stock that are unreserved and available for future issuances. This share number assumes that Proposal 2 for the approval of a Reverse Stock Split at(as defined in Proposal 2 below) is not approved, or if it is approved, we choose not to implement a ratio between 1-for-5Reverse Stock Split. If Proposal 2 is approved and 1-for-15, inclusive, as determinedwe implement a Reverse Stock Split, we would effectively have a greater number of shares of common stock available for future issuance because only the outstanding shares of common stock would be reduced by the implementation of a Reverse Stock Split.

Purpose and Effect of the Authorized Shares Increase

Given the limited number of authorized shares currently available for future issuance under our amended and restated certificate of incorporation, we believe that an increase in the number of authorized shares of our common stock is critical to ensure that a sufficient number of shares are available for future issuances if and when our Board deems it to be in our and our stockholders’ best interests to do so. While we have no current specific plans to issue additional shares, we believe that the Authorized Shares Increase will result in greater flexibility and additional potential opportunities in the future by allowing us to take any one or a combination of the following general corporate initiatives:

Without an increase in the number of authorized shares of common stock, the number of remaining common shares available for issuance may be insufficient to complete one or more of the above transactions if and when the Board deems it to be in the best interests of the stockholders to do so. We believe that having the additional authorized shares available to the Company for issuance, upon approval of the Board, will be beneficial to us and our stockholders by allowing us to promptly consider and respond to future business opportunities as they arise, including in relation to offerings of common stock or acquisition opportunities, which are competitive and time-sensitive. Due to market, industry, and other factors, the delay involved in calling and holding a stockholders’ meeting to approve an increase in authorized shares at the time a business opportunity presents itself may prevent us from timely pursuing that opportunity, or may significantly adversely affect the economic or strategic value of that opportunity.

We currently have no specific plans, arrangements or understandings to issue additional shares of common stock. We have not allocated any specific portion of the proposed increase in authorized common shares to, or for, any particular purpose. We continually evaluate our capital structure and may consider an equity offering if, among other things, market conditions are favorable or there is a favorable business opportunity. If the increase in the authorized shares of common stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to meet our objectives.

If this proposal is not approved by our stockholders, our financing alternatives may be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation, particularly if Proposal 2 is also not approved. In addition, our future success depends upon our ability to attract, retain and motivate highly-skilled scientific, commercial and managerial employees, and if this proposal is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities as our Board of Directors or its Compensation Committee deems appropriate could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

The additional shares of common stock that would become available for issuance if the proposal were adopted could also be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in its sole discretion, mustcontrol or management of the Company. Although this proposal to increase the number of authorized shares of common stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of the Authorized Shares Increase could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive “For” votes froma premium for their shares over then current market prices because the issuance of new shares could be used to dilute the stock ownership of that third party.

Currently, our amended and restated certificate of incorporation also authorizes us to issue 10,000,000 shares of preferred stock, par value $0.001 per share, of which only one share—the Series A Preferred Stock, as described earlier in this proxy statement—is issued and outstanding as of the record date. No other class of our capital stock is authorized. We are not requesting any change to the number of shares of preferred stock authorized for issuance.

Vote Required

The affirmative vote of the holders of a majority of outstanding shares outstandingof common stock on the record date for the annual meeting. If you “Abstain” from voting, itSpecial Meeting will have the same effect as an “Against” vote. Broker be required to approve this proposal. The Series A Preferred Stock is not entitled to vote on this proposal. Abstentions and broker non-votes, if any, will have the same effect as “Against” votes.

To be approved, Proposal 3, the authorization to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of ProposalTHE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” PROPOSAL 1.

PROPOSAL 2 must receive “For” votes from the holders of a majority of the shares present virtually at the meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect.

To be approved, Proposal 4, the advisory approval of the compensation of the Company’s named executive officers, must receive “For” votes from the holders of a majority of shares present virtually or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

To be approved, Proposal 5, ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022, must receive “For” votes from the holders of a majority of shares present virtually at the meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. PPROVALOFA quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present virtually at the meeting or represented by proxy. On the record date, there were 11,045,986 shares outstanding and entitled to vote. Thus, the holders of 5,522,994 shares must be present virtually or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chair of the meeting or the holders of a majority of shares present virtually at the meeting or represented by proxy may adjourn the meeting to another date.

How can SERIESOF ALTERNATE AMENDMENTSTOOUR AMENDED AND RESTATED CERTIFICATEOF I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

backgroundOUR COMMON STOCK

Our Board of Directors has unanimously approved a series of alternate amendments to our Amendedamended and Restated Certificaterestated certificate of Incorporationincorporation each of which would effect a reverse stock split, or Reverse Stock Split, of all issued and outstanding shares of our common stock, at a ratio ranging from 1-for-51-for-3 to 1-for-15,1-for-12, inclusive.

Accordingly, effecting a Reverse Stock Split would reduce the number of outstanding shares of our common stock. The effectiveness of any one of these amendments and the abandonment of the other amendments, or the abandonment of all of these amendments, will be determined by our Board of Directors following the annual meetingSpecial Meeting and prior to the one-year anniversary of the date ofthe Reverse Stock Split is approved by our 2023 Annual Meeting of Stockholders.stockholders. Our Board of Directors has recommended that these proposed amendments be presented to our stockholders for approval.

Our stockholders are being asked to approve these proposed amendments pursuant to Proposal 2, and to grant authorization to our Board of Directors to determine, at its option, whether to implement a Reverse Stock Split, including its specific timing and ratio.

Should we receive the required stockholder approval for Proposal 2, our Board of Directors will have the sole authority to elect, at any time on or prior to the one-year anniversary of the date ofthe Reverse Stock Split is approved by our 2023 Annual Meeting of Stockholders,stockholders, and without the need for any further action on the part of our stockholders whether to effect a Reverse Stock Split.

Notwithstanding approval of Proposal 2 by our stockholders, our Board of Directors may, at its sole option, abandon the proposed amendments and determine prior to the effectiveness of any filing with the Secretary of State of the State of Delaware not to effect any Reverse Stock Split, as permitted under Section 242(c) of the General Corporation Law of the State of Delaware.

By approving Proposal 2, our stockholders will (a) approve a series of alternate amendments to our Amendedamended and Restated Certificaterestated certificate of Incorporationincorporation pursuant to which (i) any whole number of outstanding shares of common stock between and including 1-for-51-for-3 and 1-for-151-for-12 could be combined into one share of common stock; and (b) authorize our Board of Directors to file only one such amendment as determined by the Board at its sole option, and to abandon each amendment not selected by the Board. Our Board of Directors may also elect not to undertake a Reverse Stock Split and therefore abandon all amendments.

approval of a reverse stock split of our common stock

Our Board of Directors has adopted and is recommending that our stockholders approve a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect a Reverse Stock Split. The text of the proposed form of Certificate of Amendment to our Amendedamended and Restated Certificaterestated certificate of Incorporation,incorporation, which we refer to as the Certificate of Amendment, is attached hereto asAppendix AB.

We are proposing that our Board of Directors have the discretion to select the Reverse Stock Split ratio from within a range between and including 1-for-51-for-3 and 1-for-15,1-for-12, rather than proposing that stockholders approve a specific ratio at this time, in order to give our Board of Directors the flexibility to implement a Reverse Stock Split at a ratio that reflects the Board’s then-current assessment of the factors described below under “Criteria to be Used for Determining Whether to Implement the Reverse Stock Split.” If the Board decides to implement a Reverse Stock Split, we will file the Certificate of Amendment with the Secretary of State of the State of Delaware and the Reverse Stock Split will be effective at the close of business on the business day following its filing with the Secretary of State of the State of Delaware, or such later time as is chosen by the Board and set forth in the Certificate of Amendment. Except for adjustments that may result from the treatment of fractional shares as described below, each of our stockholders will hold the same percentage of our outstanding common stock immediately following the Reverse Stock Split as such stockholder holds immediately prior to the Reverse Stock Split.

Reasons for Reverse Stock Split

Meet certain continued listing requirements of theThe Nasdaq Stock Market LLC. To continue our listing on The Nasdaq Capital Market, we must comply with Nasdaq Marketplace Rules, which requirements include a minimum bid price of $1.00 per share. On June 3, 2022, theThe Nasdaq Stock Market LLC (“Nasdaq”) provided notice tonotified us that the decline in the share price of our common stock hashad caused itus to be out of compliance with one of the Nasdaq Capital Market’s continued listing standards and that it haswe had 180 calendar days, or until November 30, 2022, to regain compliance with Nasdaq’s MarketplaceNasdaq Listing Rule 5550(a)(2) minimum bid price requirement (the “Minimum Bid Price Requirement”). Subsequent to receipt of that notice, our common stock closed at or above the $1.00 minimum bid price for at least 10 consecutive business days and consequently we regained compliance with the Minimum Bid Price Requirement. However, on September 30, 2022, Nasdaq notified us that the decline in the share price of our common stock has once again caused us to be out of compliance with the Minimum Bid Price Requirement, and that we have 180 calendar days, or until March 29, 2023, to regain compliance with such requirement. To regain compliance, our common stock must close at or above the $1.00 minimum bid price for at least 10 consecutive business days or more at the discretion of Nasdaq. If we do not regain compliance with the Minimum Bid Price Requirement by the end of the initial 180 calendar day compliance period, if on the last day of such compliance period we are in compliance with the market value of publicly held shares requirement for continued listing as well as all other standards for initial listing of its common stock on The Nasdaq Capital Market (other than the Minimum Bid Price Requirement), we will be afforded an additional 180 day compliance period, unless we do not indicate our intent to cure the deficiency, or if it does not appear to Nasdaq that it is possible for us to cure the deficiency, in which case we will not be eligible for the additional 180 calendar day compliance period.

Our Board of Directors has considered the potential harm to us and our stockholders should Nasdaq delist our common stock from The Nasdaq Capital Market. Delisting could adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market. Many investors likely would not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or for other reasons. In addition, the delisting of our common stock from The Nasdaq Capital Market may constitute an event of default under our Loan and Security Agreement with Silicon Valley Bank.

The Board of Directors believes that a Reverse Stock Split is a potentially effective means for us to maintain compliance with the $1.00 minimum bid requirement and to avoid, or at least mitigate, the likely adverse consequences of our common stock being delisted from The Nasdaq Capital Market by producing the immediate effect of increasing the bid price of our common stock.

To potentially improve the marketability and liquidity of our common stock. Our Board of Directors believes that the increased market price of our common stock expected as a result of implementing a Reverse Stock Split could improve the marketability and liquidity of our common stock and encourage interest and trading in our common stock.

To effectively increase the number of authorized and funds have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers or by restricting or limiting the ability to purchase such stocks on margin. Additionally,available shares. The implementation of a Reverse Stock Split could helpwill result in an effective increase analyst and broker interest in the authorized number of shares of our common stock as their internal policies might discourage thembecause only the outstanding shares of common stock would be reduced by the Reverse Stock Split. As described above in Proposal 1, we have a limited number of authorized and unreserved shares that are available for future issuance. For the same reasons described in Proposal 1 above, our Board of Directors may determine it to be advisable and in the best interests of our company to implement a Reverse Stock Split to provide the flexibility to use our common stock for business and/or financial purposes, particularly if the Authorized Shares Increase described in Proposal 1 above is not approved. We currently have no specific plans, arrangements or understandings to issue additional shares of common stock and we have not allocated any specific portion of any effective increase in the number of authorized and available shares that would result from following or recommending companies with low stock prices.

common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Even if the market price per post-Reverse Stock Split share of our common stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to the minimum number of shares that must be in the public float, the minimum market value of the public float and the minimum number of “round lot” holders.

The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs. The liquidity of our common stock may be negatively impacted by a Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, if a Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity of our common stock described above.

The effective increase in the authorized number of shares of our common stock as a result of the Reverse Stock Split could have anti-takeover implications. The implementation of a Reverse Stock Split will result in an effective increase in the authorized number of shares of our common stock, which could, under certain circumstances, have anti-takeover implications. The additional shares of common stock that would become available for issuance if this Proposal 2 is approved and a Reverse Stock Split is implemented could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management. For example, without further stockholder approval, the Board could adopt a “poison pill” which would, under certain circumstances related to an acquisition of our securities that is not approved by the Board, give certain holders the right to acquire additional shares of our common stock at a low price. The Board also could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this Proposal 2 has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that

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approval of this Proposal 2 could facilitate future efforts by us to deter or prevent changes in control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

Principal Effects of a Reverse Stock Split

After the effective date of any Reverse Stock Split that our Board of Directors elects to implement, each stockholder will own a reduced number of shares of common stock. However, any Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in HTG, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of our common stock will not be affected by a Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to a Reverse Stock Split would continue to hold 2% (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our common stock immediately after such Reverse Stock Split. The number of stockholders of record will not be affected by a Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).

The principal effects of a Reverse Stock Split will be that:

Cash Payment In Lieu of Fractional Shares

No fractional shares of common stock will be issued as a result of any Reverse Stock Split. Instead, in lieu of any fractional shares to which a stockholder of record would otherwise be entitled as a result of the Reverse Stock Split, we will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock on The Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the Effective Date (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a stockholder otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such fractional interest except to receive payment as described above.

As of                 June 21,, 2022, there were 113                  stockholders of record of our common stock. Upon stockholder approval of Proposal 2, if our Board of Directors elects to implement the proposed Reverse Stock Split, stockholders owning, prior to the Reverse Stock Split, less than the number of whole shares of common stock that will be combined into one share of common stock in the Reverse Stock Split would no longer be stockholders. For example, if a stockholder held five shares of common stock immediately prior to the Reverse Stock Split and

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the Reverse Stock Split ratio selected by the Board was 1:10, then such stockholder would cease to be a stockholder of HTG following the Reverse Stock Split and would not have any voting, dividend or other rights except to receive payment for the fractional share as described above. Based on our stockholders of record as of                 June 21,, 2022, and assuming a Reverse Stock Split ratio of 1-for-10, we expect that cashing out fractional stockholders would reduce the number of stockholders of record by 48                holders. In addition, we do not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Record and Beneficial Stockholders

If this Proposal 2 is approved by our stockholders and our Board of Directors elects to implement a Reverse Stock Split, stockholders of record holding all of their shares of our common stock electronically in book-entry form under the direct registration system for securities will be automatically exchanged by the exchange agent and will receive a transaction statement at their address of record indicating the number of new post-split shares of our common stock they hold after the Reverse Stock Split along with payment in lieu of any fractional shares. Non-registered stockholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If this Proposal 2 is approved by our stockholders and our Board of Directors elects to implement a Reverse Stock Split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal from HTG or its exchange agent, as soon as practicable after the effective date of the Reverse Stock Split. Our transfer agent is expected to act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-Reverse Stock Split shares will be asked to surrender to the exchange agent certificates representing pre-Reverse Stock Split shares in exchange for post-Reverse Stock Split shares and payment in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal. No new post-Reverse Stock Split share certificates will be issued to a stockholder until such stockholder has surrendered such stockholder'sstockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of our common stock would remain unchanged at $0.001 per share after any Reverse Stock Split. As a result, on the Effective Date, the stated capital on our balance sheet attributable to the common

stock would be reduced proportionally, based on the actual Reverse Stock Split ratio, from its present amount, and the additional paid-in capital account would be credited with the amount by which the stated capital would be reduced. The net income or loss per share of common stock would be increased because there would be fewer shares of common stock outstanding. The Reverse Stock Split would be reflected retroactively in our consolidated financial statements. We do not anticipate that any other accounting consequences would arise as a result of any Reverse Stock Split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under the General Corporation Law of the State of Delaware with respect to the proposed alternate amendments to our Amendedamended and Restated Certificaterestated certificate of Incorporationincorporation to allow for a Reverse Stock Split and we will not independently provide the stockholders with any such right if any Reverse Stock Split is implemented.

Material U.S. Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences of a Reverse Stock Split that are generally expected to be applicable to U.S. Holders (as defined below) of our common stock who hold their common stock as capital assets within the meaning of Section 1221 of Internal Revenue Code of 1986, as amended (the “Code”) (generally property held for investment). This summary is based on provisions of the Code, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to these laws could alter the tax consequences described below, possibly with retroactive effect, which may result in the U.S. federal income tax consequences of the Reverse Stock Split differing substantially from the consequences summarized below. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of a Reverse Stock Split.

This discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to a U.S. Holder. This discussion does not address the tax consequences which may apply to stockholders subject to special rules, such as financial institutions, insurance companies, tax-exempt organizations dealers in securities, real estate investment trusts,

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regulated investment companies, stockholders who hold their pre-reverse split shares through individual retirement or other tax-deferred accounts, stockholders who are not U.S. Holders (as defined below), stockholders who have a functional currency other than the U.S. dollar, partnerships or other entities classified as partnerships or disregarded entities for U.S. federal income tax purposes (or persons holding our common stock through such entities), stockholders who hold the pre-reverse split shares as part of a straddle, hedge, or conversion transaction, stockholders who hold the pre-reverse split shares as qualified small business stock within the meaning of Section 1202 of the Code or Section 1244 stock for purposes of Section 1244 of the Code, stockholders who acquired their stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code, or stockholders who acquired their pre-reverse split shares pursuant to the exercise of employee stock options or otherwise as compensation.

In addition, this summary does not address: (a) the tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split; (b) any U.S. federal non-income tax consequences of the Reverse Stock Split, including estate, gift or other tax consequences; (c) any state, local or non-U.S. tax consequences of the Reverse Stock Split; (d) the alternative minimum tax, the Medicare contribution tax on net investment income, or special tax accounting rules under Section 451(b) of the Code, or (e) tax consequences to holders of options, warrants or similar rights to acquire our common stock. Stockholders are urged to consult their own tax advisors to determine the particular consequences to them.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of our common stock that is any of the following:

PROPOSAL 3

A Vote “For” Proposal 2.

Proposal 3

Authorization to Adjourn the Annual MeetingUTHORIZATIONTO ADJOURNTHE SPECIAL MEETING

General

If the annual meetingSpecial Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 1 or Proposal 2, our proxy holders may move to adjourn the annual meetingSpecial Meeting at that time in order to enable ourthe Board of Directors to solicit additional proxies.

In this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by ourthe Board of Directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the annual meetingSpecial Meeting to another time and place, if necessary, to solicit additional proxies in the event that there are not sufficient votes to approve Proposal 1 or Proposal 2. If our stockholders approve this proposal, we could adjourn the annual meetingSpecial Meeting and any adjourned session of the annual meetingSpecial Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 1 or Proposal 2, we could adjourn the annual meetingSpecial Meeting without a vote on Proposal or Proposal 2 and seek to convince our stockholders to change their votes in favor of Proposal 1 and/or Proposal 2.

If it is necessary to adjourn the annual meeting,Special Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other than an announcement at the annual meetingSpecial Meeting of the time and place to which the annual meetingSpecial Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

Vote Required

Approval of this proposal requires the affirmative vote of holders of a majority of shares of common stock present virtually at the meeting or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as “Against” votes. Broker non-votes, if any, will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS

The Board Of Directors RecommendsA VOTE “FOR” PROPOSAL 3.

A Vote “For” Proposal 3.

Proposal 4

Advisory Vote on Executive Compensation

At our 2021 Annual Meeting of Stockholders, the stockholders indicated their preference that the Company solicit a non-binding advisory vote on the compensation of the named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy, this year, the Company is again asking the stockholders to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules.  

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the vote is disclosed under the heading “Executive Compensation”, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are focused on pay-for-performance principles and strongly aligned with our stockholders’ interests. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.

Accordingly, the Board is asking our stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion, is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board of Directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and its Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Vote Required

Advisory approval of this proposal requires the vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the annual meeting. Abstentions will have the same effect as “Against” votes. Broker non-votes will have no effect.

The Board Of Directors Recommends

A Vote “FOR” Proposal 4

Proposal 5

Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has selected BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting. BDO USA, LLP has audited the Company’s financial statements since June 25, 2014. Representatives of BDO USA, LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s bylaws nor other governing documents or law require stockholder ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of BDO USA, LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter at the annual meeting will be required to ratify the selection of accounting firm. Abstentions will have the same effect as “Against” votes. Broker non-votes, if any, will have no effect.

Principal Accountant Fees and Services

The following table summarizes the fees of BDO USA, LLP, our independent registered public accounting firm, for 2021 and 2020.

Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. The Audit Committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings. All fees described above were pre-approved by the Audit Committee.  

The Board Of Directors Recommends

A Vote “For” Proposal 5.

Security Ownership of Certain Beneficial Owners and ManagementSECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of September 30, 2022 by:

Unless otherwise indicated in the footnotes to the table below and (iv) all those known bysubject to community property laws where applicable, we believe that each of the Companystockholders named in the table has sole voting and investment power with respect to be beneficial owners of more than five percent of its common stock.the shares indicated as beneficially owned.

The table is based upon information supplied by officers, directors and principal stockholders, Schedules 13G filed with the SEC and other sources believed to be reliable by us. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based 11,045,98611,048,111 shares outstanding on June 15,September 30, 2022, adjusted as required by rules promulgated by the SEC. Unless otherwise indicated, the address for each person or entity listed in the table is c/o HTG Molecular Diagnostics, Inc., 3430 E. Global Loop, Tucson, Arizona 85706.

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