UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HTG Molecular Diagnostics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
40434H 10 4
(CUSIP Number)
Bjarne Graven Larsen
Novo A/S
Tuborg Havnevej 19
Hellerup, Denmark DK-2900
+45 3527 6592
Copy to:
B. Shayne Kennedy, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 11, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No.: 40434H 10 4 |
| 1. | Name of Reporting Person:
Novo A/S | |||||
| 2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) x
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds:
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant toItems2(d) or2(e):
¨ | |||||
| 6. | Citizenship or Place of Organization:
Denmark | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
| 7. | Sole Voting Power:
1,280,185 | ||||
| 8. | Shared Voting Power:
0 | |||||
| 9. | Sole Dispositive Power:
1,280,185 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,280,185 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
¨ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
19.0% (1) | |||||
| 14. | Type of Reporting Person:
CO | |||||
| (1) | Based upon 6,735,965 shares of the Issuer’s Common Stock outstanding as reported in the Issuer’s prospectus (Form 424B4) filed with the Securities and Exchange Commission on May 6, 2015. |
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| Item 1. | Security and Issuer |
This Schedule 13D relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of HTG Molecular Diagnostics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 3430 E. Global Loop, Tucson, Arizona 85706.
| Item 2. | Identity and Background |
| (a) | The name of the reporting person is Novo A/S, a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo A/S. |
| The name of each director and executive officer of both Novo A/S and the Foundation is set forth onSchedule I to this Schedule 13D. |
| (b) | The business address of both Novo A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark. |
| The residence or business address of each director and executive officer of both Novo A/S and the Foundation is set forth onSchedule I to this Schedule 13D. |
| (c) | Novo A/S, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests inwell-established companies within the life science and biotechnology sector. |
| The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants. |
| (d) | Within the last five years, neither Novo A/S, the Foundation, nor any person named inSchedule I has been convicted in any criminal proceedings. |
| (e) | Within the last five years, neither Novo A/S, the Foundation, nor any person named inSchedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Prior to the Issuer’s initial public offering (the “IPO”), the Reporting Person held the following securities of the Issuer:
| (i) | 50,251,254 shares of Series D Preferred Stock (the “Series D Preferred Stock”) acquired at a purchase price of $0.2189 per share for an aggregate purchase price of $11.0 million in a private placement. Upon the IPO closing, the Series D Preferred Stock automatically converted on a one-for-one basis for no additional consideration into 598,415 shares of Common Stock which included shares issued as payment for accrued dividends on the Series D Preferred Stock, as adjusted for the 1-for-107.39 reverse split (the “Stock Split”) of the Issuer’s Common Stock effected on April 27, 2015. |
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| (ii) | 15,227,653 shares of Series E Preferred Stock (the “Series E Preferred Stock” and, collectively, with the Series D Preferred Stock, the “Preferred Stock”) acquired at a purchase price of $0.2189 per share for an aggregate purchase price of $3,333,333 million in a private placement. Upon the IPO closing, the Series E Preferred Stock automatically converted on a one-for-one basis for no additional consideration into 156,123 shares of Common Stock which included shares issued as payment for accrued dividends on the Series E Preferred Stock, as adjusted for the Stock Split. |
| (iii) | Warrants (the “Warrants”) for the right to purchase Series E Preferred Stock at a purchase price of $0.2189 per share for an aggregate purchase price of $697,015 (the “Principal Warrant Coverage Amount”). Upon the IPO closing, the Warrants automatically converted into 49,786 shares of Common Stock (the Principal Warrant Coverage Amount divided by $14.00 (the “IPO Per Share Price”). |
| (iv) | Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $1,535,440. Upon the IPO closing, the principal and accrued and unpaid interest on the Notes (the “Note Conversion Amount”) automatically converted into 110,755 shares of Common Stock (the Note Conversion Amount divided by the IPO Per Share Price). |
The purchase price of the Preferred Stock, Warrants and Notes were paid by Novo A/S from its working capital.
On May 11, 2015, the closing date of the IPO:
| (i) | the Reporting Person held an aggregate of 915,079 shares of Common Stock after conversion of the Preferred Stock, Warrants and Notes (the “Converted Shares”); and |
| (ii) | the Reporting Person purchased 365,106 additional shares of Common Stock from the underwriters (the “IPO Shares”) at the IPO Per Share Price pursuant to the provisions of the Underwriting Agreement among the Issuer and the several underwriters for the offering (the “Underwriters”) which, with the Converted Shares, resulted in a total of 1,280,185 shares of Common Stock held by Novo A/S. The purchase price of the IPO Shares was paid by Novo A/S from its working capital. |
| Item 4. | Purpose of Transaction |
The acquisitions of Issuer securities made by Novo A/S, as described in this Schedule 13D, were for investment purposes. Novo A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo A/S might undertake will be dependent upon its review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Other than as described herein, Novo A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, Novo A/S may change its purpose or formulate different plans or proposals with respect thereto at any time.
| Item 5. | Interest in Securities of the Issuer |
(a) Novo A/S beneficially owns 1,280,185 shares (the “Novo Shares”) of Common Stock representing approximately 19.0% of the Issuer’s outstanding Common Stock, upon 6,735,965 shares of the Issuer’s Common Stock outstanding as reported in the Issuer’s prospectus (Form 424B4) filed with the Securities and Exchange Commission on May 6, 2015.
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(b) Novo A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Peter T. Bisgaard, a member of the board of directors of the Issuer, is employed as a Senior Partner of Novo Ventures (US) Inc., a company that provides consultancy services to Novo A/S. Mr. Bisgaard is not deemed a beneficial owner of, and does not have a reportable pecuniary interest in, the Novo Shares. Except as described in this Schedule 13D, neither the Foundation nor any person listed onSchedule I has the power to direct the vote as to, or the disposition of the Novo Shares.
(c) Except as set forth in Item 3 of this Schedule 13D, Novo A/S has not effected any transactions in the Issuer’s Common Stock within the past 60 days and neither the Foundation nor any person listed onSchedule I has effected any transactions in the Issuer’s Common Stock within the past 60 days.
(d) Novo A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s Common Stock held in the name of the Novo A/S and reported herein.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Amended and Restated Investor Rights Agreement
The Issuer, Novo A/S and certain other holders of the Issuer’s securities are party to that certain Amended and Restated Investors’ Rights Agreement dated as of December 22, 2014 to become effective upon the closing of the IPO (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement grants to Novo A/S and the other holders party thereto certain rights that include demand registration rights, piggyback registration rights and FormS-3 registration rights as more fully described in such agreement.
Lock-Up Agreement
In connection with the Issuer’s initial public offering, Novo A/S entered into a letter agreement (the “Lock-Up Agreement”) with the Issuer and the Underwriters, pursuant to which Novo A/S agreed that, during the “Lock-Up Period” as defined below and subject to certain limited exceptions specified in the Lock-Up Agreement, Novo A/S will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned or any securities convertible into or exercisable or exchangeable for Common Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock; or (3) publicly disclose the intention to make any such offer, sale, pledge or disposition of shares of Common Stock. In addition, Novo A/S has agreed in the Lock-Up Agreement that, without the prior written consent of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of the Issuer’s capital stock. The “Lock-Up Period” is defined in the Lock-Up Agreement as the period ending 180 days after the date of the final prospectus used to sell Common Stock in the Issuer’s initial public offering. The Lock-Up Agreement automatically terminates and shall be of no further force or effect following the expiration of theLock-Up Period.
The descriptions contained in this Statement on Schedule 13D of the Investors’ Rights Agreement and the Lock-Up Agreement are summaries only and are qualified in their entireties by the actual terms of each such agreement, which are incorporated herein by this reference. See Item 7 “Material to be Filed as Exhibits.”
Except for the Investors’ Rights Agreement and the Lock-Up Agreement, neither Novo A/S, the Foundation, nor any person named inSchedule I has entered into any contracts, arrangements, understandings or relationships with respect to securities of the Issuer.
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| Item 7. | Material to be Filed as Exhibits. |
Exhibit A – Amended and Restated Investor Rights Agreement, dated as of December 22, 2014 (incorporated by reference to Exhibit 4.8 of Form S-1 Registration Statement of the Issuer filed April 28, 2015 (File No. 333-20313)).
Exhibit B – Form of Lock-Up Agreement.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 12, 2015 | Novo A/S
/s/ Bjarne Graven Larsen By: Bjarne Graven Larsen Its: Chief Financial Officer |
Signature Page to Schedule 13D
Schedule I
Information regarding each director and executive officer of both Novo A/S and the Novo Nordisk Foundation is set forth below.
Novo A/S | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Sten Scheibye Chairman of the Board | Rungsted Strandvej 197C 2960 Rungsted Kyst, Denmark | Professional Board Director | Denmark | |||
Göran Ando Director | Essex Woodlands Berkeley Square House Berkeley Square London, W1J 6BD United Kingdom | Self-employed Professional Board Director | Sweden | |||
Jeppe Christiansen Director | Kollemose 37 2830 Virum Denmark | Chief Executive Officer Fondsmaeglerselskabet Maj Invest A/S | Denmark | |||
Steen Riisgaard Director | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark | |||
Per Wold-Olsen Director | T7B22 Favray Court Tigne Point TP01 Malta | Professional Board Director | Norway | |||
Eivind Drachmann Kolding Chief Executive Officer | Skovvangen 18 2920 Charlottenlund Denmark | Chief Executive Officer Novo A/S | Denmark | |||
Bjarne Graven Larsen Chief Financial Officer | Tuborg Havnevej 19 2900 Hellerup Denmark | Chief Financial Officer Novo A/S | Denmark | |||
Søren Carlsen Managing Partner – Ventures, Seeds | Grondalsvænge 3b 3460 Birkerød Denmark | Managing Partner - Ventures, Seeds Novo A/S | Denmark | |||
Novo Nordisk Foundation | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Sten Scheibye Chairman of the Board | Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark | Professional Board Director | Denmark | |||
Bo Ahrén Professor | Merkuriusgatan 11 S-224 57 Lund Sweden | Professor of Medicine, Lund University Lund, Sweden | Sweden | |||
Karsten Dybvad Chief Executive Officer | Carl Baggers Alle 15 2920 Charlottenlund Denmark | Director General and Chief Executive Officer DI (Confederation of Danish Industry) | Denmark | |||
Novo Nordisk Foundation | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Lars Fugger Director | Staunton Road 72 OX3 7TP Great Britain | Professor, John Radcliffe Hospital University of Oxford, Oxford, Great Britain | Denmark | |||
Anne Marie Kverneland Director | Nybrovej 216 2800 Kgs. Lyngby Denmark | Laboratory Technician Novo Nordisk A/S | Denmark | |||
Lars Bo Køppler Director | Anemonevej 7 3550 Slangerup Denmark | Technician Novozymes A/S | Denmark | |||
Karen Lauberg Lauritsen Director | Furesø Parkvej 53 2830 Virum Denmark | IT Architecture Specialist Novo Nordisk A/S | Denmark | |||
Marianne Philip Director | Tranegårdsvej 5 2900 Hellerup Denmark | Attorney | Denmark | |||
Steen Riisgaard Vice Chairman of the Board | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark | |||
Birgitte Nauntofte Chief Executive Officer | Engbakkevej 24 2920 Charlottenlund Denmark | Chief Executive Officer Novo Nordisk Foundation | Denmark | |||