UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
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Registrant’s telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of May 5, 2023, the registrant had
Table of Contents
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PART I. |
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Item 1. |
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1 |
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Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 |
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1 |
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Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 |
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2 |
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3 |
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4 |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 |
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5 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Consolidated Results of Operations |
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20 |
Item 3. |
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28 |
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Item 4. |
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28 |
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PART II. |
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30 |
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Item 1. |
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30 |
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Item 1A. |
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30 |
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Item 2. |
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64 |
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Item 5. |
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64 |
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Item 6. |
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65 |
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67 |
i
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited).
HTG Molecular Diagnostics, Inc.
Condensed Consolidated Balance Sheets
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March 31, |
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December 31, |
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2023 |
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2022 |
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Assets |
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(Unaudited) |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Investments available-for-sale, at fair value |
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Accounts receivable |
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Inventory, net |
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Prepaid expenses and other |
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Total current assets |
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Operating lease right-of-use assets |
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Property and equipment, net |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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SVB Term Loan, net of discount and debt issuance costs |
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NuvoGen obligation - current |
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Operating lease liabilities - current |
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Other current liabilities |
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Total current liabilities |
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NuvoGen obligation - non-current, net of discount |
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Operating lease liabilities - non-current, net of discount |
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Other non-current liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid-in-capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See notes to the unaudited condensed consolidated financial statements.
1
HTG Molecular Diagnostics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Product and product-related services revenue |
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$ |
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$ |
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Operating expenses: |
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Cost of product and product-related services revenue |
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Selling, general and administrative |
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Research and development |
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Total operating expenses |
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Operating loss |
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Other income (expense): |
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Interest expense |
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( |
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Interest income |
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Total other income (expense) |
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( |
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Net loss before income taxes |
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( |
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Provision for income taxes |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
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Shares used in computing net loss per share, basic and diluted |
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See notes to the unaudited condensed consolidated financial statements.
2
HTG Molecular Diagnostics, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Net loss |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss), net of tax effect: |
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Foreign currency translation adjustment |
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( |
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Unrealized gain on investments and cash equivalents |
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Total other comprehensive income (loss) |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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See notes to the unaudited condensed consolidated financial statements.
3
HTG Molecular Diagnostics, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
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Three Months Ended March 31, 2023 |
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Series A Convertible |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Income |
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Deficit |
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Equity |
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Balance at January 1, 2023 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Release of restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net share settlement of restricted stock awards |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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( |
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Employee stock purchase plan expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance costs related to December 2022 Securities Purchase Agreement |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Cash in lieu of fractional shares |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Unrealized gain on investments and cash equivalents |
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— |
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— |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2023 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Three Months Ended March 31, 2022 |
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Series A Convertible |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Deficit |
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Equity |
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Balance at January 1, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Release of restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net share settlement of restricted stock awards |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Employee stock purchase plan expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock and pre-funded warrants from March 2022 Securities Purchase Agreement, net of issuance costs of $ |
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— |
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— |
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— |
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— |
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Conversion of Series A convertible preferred stock for common stock |
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( |
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( |
) |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at March 31, 2022 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See notes to the unaudited condensed consolidated financial statements.
4
HTG Molecular Diagnostics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Operating activities |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Accretion of interest on NuvoGen obligation |
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Write off deferred offering costs |
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Provision for excess inventory |
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Amortization of SVB Term Loan discount and issuance costs |
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Stock-based compensation expense |
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Employee stock purchase plan expense |
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Non-cash operating lease expense |
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Accrued interest on available-for-sale securities investments |
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( |
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( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventory |
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( |
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Prepaid expenses and other |
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Accounts payable |
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( |
) |
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( |
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Accrued liabilities |
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( |
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( |
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Contract liabilities |
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( |
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Operating lease liabilities |
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( |
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( |
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Net cash used in operating activities |
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Investing activities |
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Purchase of property and equipment |
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( |
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( |
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Maturities of available-for-sale securities |
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Purchase of available-for-sale securities |
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( |
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Net cash (used in) provided by investing activities |
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( |
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Financing activities |
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Proceeds from March 2022 Securities Purchase Agreement, net of issuance costs of $ |
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Payments on SVB Term Loan |
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( |
) |
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( |
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Payments of December 2022 Securities Purchase Agreement issuance costs |
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( |
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Payments on NuvoGen obligation |
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( |
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( |
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Payments of deferred offering costs |
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( |
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Payments on financing leases |
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( |
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( |
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Taxes paid for net share settlement of restricted stock awards |
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( |
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( |
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Cash in lieu of fractional shares related to reverse stock split |
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( |
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Payments on 2021 Insurance Note |
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( |
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Net cash (used in) provided by financing activities |
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( |
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Effect of exchange rates on cash |
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( |
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(Decrease) increase in cash and cash equivalents |
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