October 21, 2019

John L. Lubniewski
President and Chief Executive Officer
HTG Molecular Diagnostics, Inc.
3430 E. Global Loop
Tucson, AZ 85706

       Re: HTG Molecular Diagnostics, Inc.
           Registration Statement on Form S-3
           Filed October 11, 2019
           File No. 333-234173

Dear Mr. Lubniewski:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In some of our comments, we may ask you to provide us
with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to the comment, we may have additional comments.

Registration Statement on Form S-3

General

1.     We note that the forum selection provision contained in your charter and
bylaws
       identifies the Court of Chancery of the State of Delaware as the sole
and exclusive forum
       for certain litigation, including any "derivative action." Please
disclose whether this
       provision applies to actions arising under the Securities Act or
Exchange Act. In that
       regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
       over all suits brought to enforce any duty or liability created by the
Exchange Act or the
       rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
       jurisdiction for federal and state courts over all suits brought to
enforce any duty or
       liability created by the Securities Act or the rules and regulations
thereunder. If the
       provision applies to Securities Act claims, please also revise your
prospectus to state that
 John L. Lubniewski
HTG Molecular Diagnostics, Inc.
October 21, 2019
Page 2
         there is uncertainty as to whether a court would enforce such
provision and that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. If this provision does not apply to actions arising under
the Securities Act or
         Exchange Act, please tell us how you will inform investors in future
filings that the
         provision does not apply to any actions arising under the Securities
Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Joseph McCann at (202) 551-6262 or Ada Sarmento at
(202) 551-3798
if you have questions.



FirstName LastNameJohn L. Lubniewski                           Sincerely,
Comapany NameHTG Molecular Diagnostics, Inc.
                                                               Division of
Corporation Finance
October 21, 2019 Page 2                                        Office of Life
Sciences
FirstName LastName