Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)^*

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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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 (“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.

** This constitutes a late filing due to inadvertent administrative error.  See the Preliminary Note.

(Continued on following pages)

Page 1 of 11 Pages

Exhibit Index Found on Page 10

² The percentages set forth herein are calculated based on 99,831,533 Shares outstanding as of May 11, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on May 15, 2023.

This Amendment No. 11 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D initially filed on May 3, 2012, as amended and supplemented by Amendment No. 1 thereto filed on July 9, 2012, Amendment “No. 1” thereto filed on March 20, 2013, Amendment No. 2 thereto filed on September 3, 2013, Amendment No. 3 thereto filed on March 19, 2014, Amendment No. 4 thereto filed on May 28, 2014, Amendment No. 5 thereto filed on December 29, 2015, Amendment No. 6 thereto filed on February 25, 2016, Amendment No. 7 thereto filed on February 20, 2018, Amendment No. 8 thereto filed April 12, 2018, Amendment No. 9 thereto filed on October 5, 2021 and Amendment No. 10 thereto filed on December 3, 2021 (as so amended and supplemented, the “Prior Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D”).  Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.

Capitalized terms used in this Preliminary Note without definition have the meanings ascribed to them elsewhere in this Schedule 13D.

Previously Reported and Current Beneficial Ownership Percentages

Amendment No. 10 to the Prior Schedule 13D reported that as of December 3, 2021, the Reporting Persons beneficially owned an aggregate 18,284,913 Shares; such amount represented 26.2% of the Shares outstanding as of such date.  Subsequently, the Trust acquired 2022 Warrants such that, as of the date hereof, the Reporting Persons beneficially own an aggregate 20,260,952 Shares, representing 19.99% of the Shares outstanding.

Securities Holdings Resulting in Current Beneficial Ownership of Shares

As of the date hereof, the Trust holds an aggregate of: (i) 18,737,047 Shares; and (ii) 2,471,710 Common Stock Warrants (the “2022 Warrants”) issued on August 15, 2022 and expiring on August 15, 2029, each of which is currently exercisable, pursuant to the terms thereof, to purchase one Share.

The terms of the 2022 Warrants provide that 2022 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the Shares then issued and outstanding (the “Beneficial Ownership Limitation”).  As of the date hereof, the Beneficial Ownership Limitation permits the Trust to exercise 2022 Warrants for an aggregate of not more than 1,523,905 Shares.  In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining 947,805 2022 Warrants held by the Trust are not exercisable due to the Beneficial Ownership Limitation.

Item 1. Security and Issuer

This Amendment hereby amends and restates Item 1 of the Prior Schedule 13D in its entirety as follows:

“This statement relates to shares of common stock, par value $0.001 per share (the “Shares”), of Accelerate Diagnostics, Inc. (the “Issuer”).  The principal executive office of the Issuer is 3950 South Country Club Road, Suite 479, Tucson, AZ 85714.”

Item 3. Amount of Funds or Other Consideration

This Amendment hereby amends and restates Item 3 of the Prior Schedule 13D in its entirety as follows:

“All purchases of Issuer securities by the Trust have been funded from its available investment capital.”

Item 4. Purpose of Transaction

“The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4.

On August 15, 2022, the Trust exchanged with the Issuer 2.50% Convertible Senior Notes due 2023 (the “Notes”) held by it for a secured promissory note in an aggregate principal amount of $34,933,500 (the “Secured Note”) and 2022 Warrants to purchase 2,471,710 Shares, in each case pursuant to the 2022 Exchange Agreement (as defined and further described in Item 6 below).

Each of the Reporting Persons acquired the securities of the Issuer held by it for investment purposes.  None of the Reporting Persons has made a determination regarding a maximum or minimum amount of Shares or other securities of the Issuer that it may hold at any point in time.  At any time and from time to time, one or more of the Reporting Persons may engage in communications with the Issuer’s management concerning, among other things, the Issuer’s strategy, operations, capital structure, and other matters relating to the Issuer’s business and/or securities.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending upon various factors, including, without limitation, any such communications with management, overall market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity requirements of the Reporting Persons, and price levels of the Shares and other securities of the Issuer, the Reporting Persons in the future may take such actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing or selling securities of the Issuer, engaging in hedging transactions with respect to securities of the Issuer, and taking such other actions as the Reporting Persons may consider appropriate for the purpose of maximizing the value of the Reporting Persons’ investment position in the Company.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.”

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer