Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

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)

Peter Haahr

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, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 23, 2017

(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 persons 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).

 

 

 

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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)  ☒
3.		SEC Use Only:
4.		Source of Funds:   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(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):   15.9% (1)
14.		Type of Reporting Person:   CO

 

(1)	Based upon 8,052,451 shares of the Issuers Common Stock outstanding on March 17, 2017 as reported in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (the Commission) on March 23, 2017.

 

2

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This amendment (Amendment No. 2) amends the Schedule 13D originally filed with the Commission on May 13, 2015, as subsequently amended by Amendment No. 1 filed with the Commission on March 10, 2017 (the Schedule), to report a decrease in the beneficial ownership percentage of the Reporting Person resulting from an increase in the Issuers Common Stock outstanding. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

 

Item 5.

Interest in Securities of the Issuer

Item 5(a) of the Schedule is amended and replaced in its entirety as follows:

(a) Novo A/S beneficially owns 1,280,185 shares (the Novo Shares) of Common Stock representing approximately 15.9% of the Issuers outstanding Common Stock, based upon 8,052,451 shares of the Issuers Common Stock outstanding on March 17, 2017 as reported in the Issuers Annual Report on Form 10-K filed with the Commission on March 23, 2017.

 

3

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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: March 31, 2017						Novo A/S
								/s/ Peter Haahr
						By:		Peter Haahr
						Its:		Chief Financial Officer

Signature Page to Schedule 13D

Reporting Person: Novo A/S Issuer: HTG Molecular Diagnostics, Inc.