SC 13D

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

(Title of Class of Securities)

40434H 10 4

(CUSIP Number)

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

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

May 5, 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 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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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.

Cusip No. 40434H 10 4 13D Page 2 of 10

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc
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) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 1,092,781
	8.	SHARED VOTING POWER -0-
	9.	SOLE DISPOSITIVE POWER 1,092,781
	10.	SHARED DISPOSITIVE POWER -0-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,092,781 shares of Common Stock (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.12% of the shares of Common Stock (2)
14.	TYPE OF REPORTING PERSON (see instructions) CO
Footnotes:
(1)        Shares of Common Stock are held of record by S.R. One, Limited, an indirect, wholly-owned subsidiary of the Reporting Person, issued on May 11, 2015.  Amount includes 43,538 shares of Common Stock deliverable upon the exercise of a warrant that is exercisable at any time.
(2)       Based upon 6,779,503 shares of the Issuer’s Common Stock outstanding, which includes 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 and 43,538 shares of the Issuer’s Common Stock deliverable upon the exercise of a warrant that is exercisable at any time.

Cusip No. 40434H 10 4 13D Page 3 of 10

Item 1.  Security and Issuer.

This statement on Schedule 13D (this “Statement”) 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 offices are located at 3430 E. Global Loop, Tucson, Arizona 85706.

Item 2.  Identity and Background.

This Statement is being filed on behalf of GlaxoSmithKline plc, a public limited company incorporated under the laws of England and Wales. GlaxoSmithKline plc and its subsidiaries constitute a major global healthcare group engaged in the creation, discovery, development, manufacture and marketing of pharmaceutical and consumer health-related products with its principal offices located at 980 Great West Road, Brentford, Middlesex TW8 9GS, England. Set forth in Schedule 1 to this Statement are the name, business address and present principal occupation or employment and citizenship of each executive officer and director of GlaxoSmithKline plc. The Common Stock which is the subject of this Statement is held of record held by S.R. One, Limited (“S.R. One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.

During the last five years prior to the date hereof, neither GlaxoSmithKline plc nor, to the best knowledge of GlaxoSmithKline plc, any of the other persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding or been a party to a civil proceeding ending in 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 or Amount of Funds or Other Consideration.

S.R. One purchased 365,106 shares of Common Stock on May 11, 2015 in the Issuer’s initial public offering (the “IPO”). The total consideration paid by S.R. One for these shares was $5,111,484, and such consideration was obtained from the working capital of S.R. One. S.R. One also acquired 592,866 shares of Common Stock on May 11, 2015 upon conversion of (i) 36,546,366 shares of Series D Convertible Preferred Stock of the Issuer (the “Series D Preferred”) into 340,314 shares of Common Stock, (ii) 15,227,653 shares of Series E Convertible Preferred Stock of the Issuer (the “Series E Preferred”) into 141,797 shares of Common Stock, (iii) $ 1,535,440 of outstanding principal plus accrued interest underlying the Convertible Promissory Note into 110,775 shares of Common Stock at the closing of the IPO. Additionally, S.R. One acquired 91,271 shares of Common Stock upon payment of shares in respect of dividends accrued on the Series D Preferred and the Series E Preferred at the closing of the Issuer’s IPO. S.R. One also had a pre-existing Warrant exercisable for 2,784,593 Shares of Series E Preferred. Upon the closing of the Issuer’s IPO the right to receive Series E Preferred upon exercise of the Warrants converted automatically into a right to receive 43,538 shares of Common Stock upon exercise of the Warrants, which can be exercised at any time, at an exercise price of $14.00. The conversion ratio was one share of Common Stock for every 107.39 shares of Series D Preferred or Series E Preferred. The purchase prices of the Series D Preferred, the Series E Preferred, the Convertible Promissory Note and the Warrants were paid by S.R. One from its working capital.

Item 4.  Purpose of Transaction.

A. Board Member

S.R. One appointed Simeon J. George, M.D., a Vice President at S.R. One and an employee of GlaxoSmithKline LLC, a wholly-owned subsidiary of GlaxoSmithKline plc, to the board of the Issuer in June 2011 pursuant to a Series D Financing Agreement which terminated upon closing of the IPO. Dr. George continues to serve on the board of directors of the Issuer.

B. Registration Rights Agreement

On December 22, 2014, the Issuer, S.R. One and certain other investors entered into the Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), a copy of which is attached as Exhibit 1 hereto. The registration rights granted to S.R. One pursuant to the Investor Rights Agreement included demand registration rights, piggyback registration rights, and Form S-3 registrations rights as more fully described in the agreement.
 

C. Note and Warrant Purchase Agreement

On December 30, 2014, the Issuer, S.R. One and certain other investors entered into the Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”), a copy of which is attached as Exhibit 2 hereto, pursuant to which S.R. One acquired the Convertible Promissory Note described in Item 3 above and the right to receive 2,784,593 Series E Preferred shares upon exercise of the Warrants. Upon the closing of the Issuer’s IPO, the right to receive Series E Preferred upon exercise of the Warrants converted automatically into a right to receive 43,538 shares of Common Stock upon exercise of the Warrants, which can be exercised at any time, at an exercise price of $14.00.

Cusip No. 40434H 10 4 13D Page 4 of 10

D. Lock Up Agreement

The executive officers and directors of the Issuer, S.R. One and certain other stockholders of the Issuer each entered into a Lock Up Agreement, as amended by First Amendment to Lock Up Agreement dated March 19, 2015 (the “Lock Up Agreement”), a copy of which is attached as Exhibit 3 hereto, with Leerink Partners LLC (in its capacity as representatives of the underwriter for the IPO) (the “Representative”).

Pursuant to the Lock Up Agreement, S.R. One has agreed that for a period of 180 days following the date of the underwriting agreement with the Representative related to the IPO, subject to specified exceptions, it will not, without the prior written consent of the Representative, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock.

Cusip No. 40434H 10 4 13D Page 5 of 10

Waiver of Rights and Notice According to the Lock Up Agreement, S.R. One agreed to waive:

1.	All rights to notice regarding the Issuer IPO or the Registration Statement, under the Investors Rights Agreement or otherwise; and
2.	Any registration rights S.R. One may have in connection with the Issuer IPO or the Registration Statement.

General

Other than as described above, S.R. One has no plans or proposals that would result in:

a. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

b. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

c. a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

d. any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

e. any material change in the present capitalization or dividend policy of the Issuer;

f. any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed−end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

g. changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

h. causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter−dealer quotation system of a registered national securities association;

i. a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

j. any action similar to any of those enumerated above.

S.R. One expects to review from time to time its investment in the Issuer and may, depending on the Issuer’s business, assets, operations, financial condition, prospects and other factors, as well as (and subject to) the terms of the contracts described in Item 6 of this Schedule: (i) purchase additional shares of Common Stock, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the shares of Common Stock, options or other securities now beneficially owned or hereafter acquired by it; (iii) propose one or more directors for the Issuer’s board of directors; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vii) engage in such other proposals as S.R. One may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j), above.

Also, consistent with its investment intent, S.R. One may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.

Item 5.  Interest in Securities of the Issuer.

a. GlaxoSmithKline plc beneficially owns 1,092,781 shares of Common Stock, which represents 16.22% of the 6,779,503 shares of Common Stock outstanding, which includes 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 and 43,538 shares of the Issuer’s Common Stock deliverable upon the exercise of a warrant that is exercisable at any time. The 1,092,781 shares of Common Stock GlaxoSmithKline plc beneficially owns includes 43,538 shares of the Issuer’s Common Stock deliverable upon the exercise of a warrant that is exercisable at any time.

b. GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 1,092,781 shares of Common Stock described in Item 5a above.

c. Except as described herein, no transaction in shares of Common Stock were effected during the past 60 days by GlaxoSmithKline plc.

Cusip No. 40434H 10 4 13D Page 6 of 10

d. No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

e. Not applicable.

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

Except as disclosed in Item 4 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between GlaxoSmithKline plc or S.R. One and any other person with respect to any securities of the Company.

Item 7.  Material to Be Filed as Exhibits.

Descriptions of documents set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.

Exhibit	Name
[1]	Amended and Restated Registration Rights Agreement by and among the Issuer and the parties listed therein dated as of December 22, 2014, a copy of which is incorporated herein by reference from Exhibit 4.8 to the registration statement on Form S-1 originally filed by the Issuer on December 30, 2014, as amended.
[2]	Note and Warrant Purchase Agreement by and among the Issuer and the parties listed therein, dated December 30, 2014, a copy of which is incorporated herein by reference from Exhibit 10.18 to Amendment No. 1 to the registration statement on Form S-1 filed by the Issuer on February 25, 2015, as amended.
[3]	Lock Up Agreement (as Amended on March 19, 2015) between the executive officers and directors of the Issuer, Investors and Leerink Partners LLC, a copy of which is attached hereto as Exhibit 3.

Cusip No. 40434H 10 4 13D Page 7 of 10

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.

Date: May 15, 2015

GLAXOSMITHKLINE PLC

By:  /s/ Victoria A. Whyte               

Name: Victoria A. Whyte
Title: Authorized Signatory

Cusip No. 40434H 10 4 13D Page 8 of 10

Schedule I

Name	Business Address	Principal Occupation or Employment	Citizenship
Board of Directors
Sir Andrew Witty	980 Great West Road Brentford Middlesex, England TW8 9GS	Executive Director and Chief Executive Officer	British
Simon Dingemans	980 Great West Road Brentford Middlesex, England TW8 9GS	Executive Director and Chief Financial Officer	British
Dr. Moncef Slaoui	709 Swedeland Road King of Prussia Pennsylvania 19406	Executive Director and Chairman, Global Vaccines	Moroccan, Belgian & US
Sir Philip Hampton	980 Great West Road Brentford Middlesex, England TW8 9GS	Chairman and Company Director	British
Professor Sir Roy Anderson	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British
Dr. Stephanie Burns	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	US
Stacey Cartwright	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British
Judy Lewent	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	US
Sir Deryck Maughan	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	British

Cusip No. 40434H 10 4 13D Page 9 of 10

Name Business Address Principal Occupation or Employment Citizenship

Dr. Daniel Podolsky	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	US
Lynn Elsenhans	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	US
Hans Wijers	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	Dutch
Urs Rohner	980 Great West Road Brentford Middlesex, England TW8 9GS	Company Director	Swiss

Corporate Executive Team
Sir Andrew Witty	980 Great West Road Brentford Middlesex, England TW8 9GS	Executive Director and Chief Executive Officer	British
Simon Dingemans	980 Great West Road Brentford Middlesex, England TW8 9GS	Executive Director and Chief Financial Officer	British
Dr. Moncef Slaoui	709 Swedeland Road King of Prussia Pennsylvania 19406	Executive Director Chairman. Global Vaccines	Moroccan, Belgian & US

Cusip No. 40434H 10 4 13D Page 10 of 10

Name Business Address Principal Occupation or Employment Citizenship

Nick Hirons	980 Great West Road Brentford Middlesex TW8 9GS	Senior Vice President, Global Ethics and Compliance	British
Abbas Hussain	150 Beach Road 22-00 Gateway West 189720 Singapore	President, Global Pharmaceuticals	British
William Louv	Five Moore Drive PO Box 13398 Research Triangle Park North Carolina 27709	Senior Vice President, Core Business Services	US
David Redfern	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Strategy Officer	British
Claire Thomas	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Vice President, Human Resources	British
Philip Thomson	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Vice President,  Communications and Government Affairs	British
Daniel Troy	5 Crescent Drive Philadelphia, PA 19112	Senior Vice President & General Counsel	US
Dr. Patrick Vallance	980 Great West Road Brentford Middlesex, England TW8 9GS	President, Pharmaceuticals R&D	British
Emma Walmsley	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Executive Officer, GSK Consumer Healthcare	British
Roger Connor	980 Great West Road Brentford Middlesex, England TW8 9GS	President, Global Manufacturing & Supply	Irish

EX-3

Form of Lock-Up Agreement

September __, 2014

Leerink Partners LLC
as Representative of the several Underwriters

c/o Leerink Partners LLC
299 Park Avenue, 21st floor
New York, NY 10176

Re: Proposed Public Offering by HTG Molecular Diagnostics, Inc.

Ladies and Gentlemen:

The undersigned, a stockholder, officer and/or director of HTG Molecular Diagnostics, Inc., a Delaware corporation (the “Company”), understands that Leerink Partners LLC (“Leerink”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement (the “Underwriters”) that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Leerink, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (1) Leerink, on behalf of the Underwriters, agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, Leerink, on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Leerink on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In the event that any of the Company’s securities are released from the lock-up restrictions set forth in a lock-up agreement for the Public Offering entered into with Leerink, on behalf of the Underwriters, Leerink shall immediately and fully release the same percentage of shares of the Company’s securities held by the undersigned from any remaining lock-up restrictions concurrently therewith; provided, however, that (a) Leerink will not be obligated to release the undersigned from such lock-up (i) unless and until Leerink has first released more than three percent (3%) of the Company’s total outstanding shares from such lock-up (calculated as of immediately following the closing of the Public Offering) except for releases in an underwritten public offering covered by the following subclause (ii), or (ii) if, with respect to any lock-up release effected in order to permit a person otherwise subject to lock-up restrictions set forth in a lock-up agreement for the Public Offering to participate in an underwritten public offering, the undersigned has been given the opportunity to participate in such underwritten public offering on a pro rata basis and the undersigned declined to so participate, and (b) in the event that any percentage of such shares released from the lock-up restrictions are subject to any restrictions, the same restrictions shall be applicable to the release of the same percentage of the Company’s securities held by the undersigned. In the event that the undersigned is released from any of its obligations under this letter or, by virtue of this letter, becomes entitled to 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Common Stock) prior to the date that is 180 days after the date of the Underwriting Agreement, Leerink shall use its commercially reasonable efforts to notify the undersigned within three (3) business days; provided that the failure to give such notice shall not give rise to any claim or liability against Leerink or the Underwriters.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Leerink, provided, in each case, that (1) Leerink receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributes, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on a Form 5 made after the expiration of the Lock-Up Period):

(i) as a bona fide gift or gifts;

(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

(iii) as a distribution or other transfer by a partnership to its partners or former partners or by a limited liability company to its members or retired members or by a corporation to its stockholders or former stockholders or to any wholly-owned subsidiary of such corporation;

(iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned;

(v) pursuant to a qualified domestic relations order or in connection with a divorce settlement;

(vi) by will or intestate succession upon the death of the undersigned; or

(vii) to the Company in satisfaction of any tax withholding obligation

Furthermore, no provision in this letter shall be deemed to restrict or prohibit (1) the transfer of the undersigned’s Lock-Up Securities to the Company in connection with the termination of the undersigned’s services to the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period), (2) the exercise or exchange by the undersigned of any option or warrant to acquire any shares of Common Stock or options to purchase shares of Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement; provided, however, that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter, (3) the transfer of Lock-Up Securities upon the completion of a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company; provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the restrictions on transfer set forth in this letter, and (4) the conversion of the outstanding preferred stock of the Company into shares of Common Stock, provided that any such shares received upon such conversion shall be subject to the restrictions on transfer set forth in this letter.

Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act (“10b5-1 trading plan”) or from amending an existing 10b5-1 trading plan so long as there are no sales of Lock-Up Securities under such plans during the Lock-Up Period; and provided that, the establishment of a 10b5-1 trading plan or the amendment of a 10b5-1 trading plan shall only be permitted if (i) the establishment or amendment of such plan is not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment or amendment of such plan.

Furthermore and notwithstanding anything herein to the contrary, during the Lock-Up Period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned in the Public Offering or acquired by the undersigned on the open market following the date of the Underwriting Agreement if and only if (i) such sales are not required during the Lock-Up Period to be reported in any press release or public report or filing with the Securities and Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any press release, public filing or report regarding such sales during the Lock-Up Period.

With respect to the Public Offering only, the undersigned hereby waives, on behalf of itself and all holders of registration rights pursuant to the Amended and Restated Investor Rights Agreement with the Company dated February 4, 2014 (as may be amended from time to time), any registration rights relating to registration under the Securities Act of any shares of capital stock of the Company owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering or the registration of the Common Stock to be sold in the Public Offering. The undersigned acknowledge and agrees that the Company shall be a third-party beneficiary of the waiver in this paragraph.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall automatically terminate, and the undersigned shall be released from the undersigned’s obligations hereunder, upon the earliest to occur, if any, of (i) prior to the execution of the Underwriting Agreement, the Company advises Leerink in writing that it has determined not to proceed with the Public Offering, (ii) the Company files an application to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed but is terminated prior to the closing of the Public Offering (other than the provisions thereof which survive termination), or (iv) March 31, 2015, in the event that the Underwriting Agreement has not been executed by such date.

The obligations set forth herein shall only become effective once all officers and directors of the Company, and all holders of five percent (5%) or more of the Company’s outstanding capital stock (on an as converted Common Stock basis) enter into a similar agreement.

[signature page follows]

 

Very truly yours,

S.R. One, Limited

Name of Security Holder (Print exact name)

By:/s/ Brian Gallagher

  Signature

If not signing in an individual capacity:

Brian Gallagher

Name-of Authorized Signatory (Print)

Vice President & Partner

Title of Authorized Signatory (Print)

(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature Page to Lock-Up Agreement]

FIRST AMENDMENT TO LOCK-UP AGREEMENT

This First Amendment (this “Amendment”) to the Lock-up Agreement (the “Agreement”) is dated to be effective as of March 19, 2015 and is signed and delivered by the undersigned, a stockholder, officer and/or director of HTG Molecular Diagnostics, Inc. (the “Company”) in favor of each underwriter (collectively, the “Underwriters”) to be named in the Underwriting Agreement that Leerink Partners LLC proposes to enter with the Company providing for the public offering of shares of the Company’s common stock, par value $0.001 per share (the “Underwriting Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Agreement.

Recitals

Whereas, the undersigned previously signed and delivered the Agreement to the Underwriters.

Whereas, the Agreement and all obligations thereunder shall automatically terminate and the undersigned released from his/her/its obligations thereunder if the Underwriting Agreement is not executed by March 31, 2015 (the “Sunset Date”); and

Whereas, the undersigned desires to amend the Agreement to extend the Sunset Date to June 30, 2015.

Agreement

Now, Therefore, in accordance with the foregoing and intending to be legally bound hereby, the undersigned hereby agrees as follows:

1.    Sunset Date Extension: The clause numbered (iv) in the second to last paragraph of the Agreement, which paragraph begins “The undersigned also agrees and consents....,” is hereby amended and restated to read in its entirety as follows:

“(iv) June 30, 2015, in the event that the Underwriting Agreement has not been executed by such date.”

2.    Miscellaneous.

(a)    Except as amended hereby, the Agreement shall remain unchanged and in full force and effect.

(b)    Facsimile and other electronic signatures shall be as effective as original signatures.

[Signature page follows]

In Witness Whereof, the undersigned has executed this Amendment as of the date first set forth above.

 

S.R. ONE LIMITED

By: /s/ Simeon J. George

Name: Simeon J. George

Title: Vice President & Partner

[First Amendment to Lock-up Agreement]