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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Accelerate Diagnostics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
00430H102 (CUSIP Number) |
Zac Rosenberg Indaba Capital Management, L.P., One Letterman Drive, BLDG D, Suite DM700 San Francisco, CA, 94129 (415) 680-1030 Stewart McDowell Gibson Dunn, One Embarcadero Center, Suite 2600 San Francisco, CA, 94111 (415) 393-8322 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/04/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 00430H102 |
| 1 |
Name of reporting person
Indaba Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,751,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Number of shares reported represents shares of common stock of Accelerate Diagnostics, Inc. (the "Issuer") issuable upon conversion of the Issuer's 5.00% Senior Secured Convertible Notes due 2026 (the "New Convertible Notes"). The Reporting Persons are prohibited from converting New Convertible Notes held by the Fund (as defined below) to obtain beneficial ownership in excess of 9.9% of the outstanding shares of the Issuer's common stock. See Item 5 for additional information.
The percentage of the class represented is based on 25,043,822 shares of the Issuer's common stock outstanding as of November 5, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13D
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| CUSIP No. | 00430H102 |
| 1 |
Name of reporting person
IC GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,751,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Number of shares reported represents shares of common stock of the Issuer issuable upon conversion of the New Convertible Notes. The Reporting Persons are prohibited from converting New Convertible Notes held by the Fund to obtain beneficial ownership in excess of 9.9% of the outstanding shares of the Issuer's common stock. See Item 5 for additional information.
The percentage of the class represented is based on 25,043,822 shares of the Issuer's common stock outstanding as of November 5, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13D
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| CUSIP No. | 00430H102 |
| 1 |
Name of reporting person
Derek C. Schrier | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,751,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Number of shares reported represents shares of common stock of the Issuer issuable upon conversion of the New Convertible Notes. The Reporting Persons are prohibited from converting New Convertible Notes held by the Fund to obtain beneficial ownership in excess of 9.9% of the outstanding shares of the Issuer's common stock. See Item 5 for additional information.
The percentage of the class represented is based on 25,043,822 shares of the Issuer's common stock outstanding as of November 5, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Accelerate Diagnostics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3950 South Country Club Road, Suite 470, Tuscon,
ARIZONA
, 85714. | |
Item 1 Comment:
Explanatory Note: The following constitutes Amendment No. 2 ("Amendment No. 2") to the initial statement on Schedule 13D filed on June 20, 2023 (the "Initial Schedule 13D") by the Reporting Persons, as amended by Amendment No 1 to the Initial Schedule 13D filed on August 8, 2024 (together with the Initial Schedule 13D, the Amended Schedule 13D"). This Amendment No. 2 amends the Amended Schedule 13D as set forth herein (the Amended Schedule 13D as amended by this Amendment No. 2, the "Schedule 13D"). Capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings given to them in the Amended Schedule 13D.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following:
The source of the cash used to acquire New Convertible Notes as reported herein is the working capital of the Fund, which at any given time may include funds borrowed on margin in the ordinary course of business and on customary terms. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On February 4, 2025, the Fund purchased approximately $12.4 million in aggregate principal amount of the Issuer's New Convertible Notes from the holder of such notes.
As a result of the acquisition of additional principal amount of New Convertible Notes, the Fund now owns a majority of the outstanding New Convertible Notes. Because the Fund beneficially owns a majority of the outstanding principal amount of New Convertible Notes, the Fund will have the ability to control any decision under the Indenture or the Security Agreement with respect to the New Convertible Notes that requires approval of the holders of a majority of the outstanding principal amount of the New Convertible Notes. Decisions requiring approval of the holders a majority of the outstanding principal amount of New Convertible Notes under the Indenture and the other Note Documents (as defined in the Indenture) include, without limitation (i) waivers of certain defaults or events of default under the Indenture and their consequences; (ii) consent to certain supplemental indentures or amendments or supplements to the Notes Documents for the purpose of modifying the terms of the Indenture and the New Convertible Notes; (iii) the direction of the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the New Convertible Notes; (iv) removal of the Trustee and nomination a successor trustee; or (v) removal of the Collateral Agent and appointment of a successor Collateral Agent with the Issuer's written consent.
The foregoing description of the Indenture and the other Note Documents does not purport to be complete and is qualified in its entirety to the Indenture and the Security Agreement filed as Exhibits 99.5 and 99.6 to the Initial Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) - (e) of the Schedule 13D is hereby amended and restated as follows:
(a) - (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The percentages set forth in this Item 5 are based on 25,043,822 shares of Common Stock of the Issuer outstanding as of November 5, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Act, and giving effect to the Beneficial Ownership Limitation, the Reporting Persons may be deemed to beneficially own 2,751,762 shares of Common Stock issuable upon conversion of the New Convertible Notes, which shares of Common Stock may be deemed to be beneficially owned by each of the Investment Manager, IC GP and Mr. Schrier. Without giving effect to the Beneficial Ownership Limitation, the Reporting Persons would be entitled to receive an additional 2,394,385 shares of Common Stock issuable upon the conversion of the New Convertible Notes as of the date hereof. The number of shares of Common Stock issuable upon conversion of the New Convertible Notes reflect the Issuer's 1-for-10 reverse stock split, which was effective July 11, 2023 (the "Reverse Stock Split") and increases in the principal amount of New Convertible Notes outstanding as a result of the payment of interest in kind in accordance with the terms of the indenture for the New Convertible Notes.
The securities of the Issuer beneficially owned by the Reporting Persons are directly held by Indaba Capital Fund, L.P. (the "Fund"), a private investment fund for which the Investment Manager serves as investment manager. Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities of the Issuer directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the Fund. The Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of such delegation to the Investment Manager. | |
| (b) | See item (a) | |
| (c) | Except as specifically set forth herein, there were no transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Fund during the past sixty days. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| 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.
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