SEC Form SC 13D/A filed by Accelerate Diagnostics Inc. (Amendment)
$AXDX
Biotechnology: Laboratory Analytical Instruments
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
|
Accelerate Diagnostics, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, par value $0.001 per share
|
|
(Title of Class of Securities)
|
|
00430H201
|
|
(Cusip Number)
|
|
Jack W. Schuler
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
(224) 880-1210
|
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
January 19, 2024**
|
|
(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 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.
(Continued on following pages)
Page 1 of 7 Pages
Exhibit Index Found on Page 7
13D
|
CUSIP No. 00430H201
|
|
1
|
NAMES OF REPORTING PERSONS
Jack W. Schuler
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of: (i) 8,517,982 Shares (as defined in Item 1);
(ii) 2022 Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 247,171 Shares; and (iii) 2024 Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 2,716,763 Shares. Due to exercise
limitations set forth in the 2022 Warrants pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons do not have the right to exercise any portion of the 2022
Warrants. Accordingly, as of the date of this filing the aggregate Shares, 2022 Warrants and 2024 Warrants held by the reporting persons represent beneficial ownership of 45.4% of the class of Shares. The reporting person on this cover
page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
PF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
11,234,745 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
11,234,745 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,234,745 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.4% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Excludes 247,171 Shares for which 2022 Warrants are not currently exercisable due to the Beneficial
Ownership Limitation (as defined in the Preliminary Note).
2 The percentages set forth herein are calculated based on 22,050,515 Shares outstanding as of May 6, 2024, as reported
by the Issuer in its Form 10-Q filed with the SEC on May 13, 2024.
Page 2 of 7 Pages
13D
|
CUSIP No. 00430H201
|
|
1
|
NAMES OF REPORTING PERSONS
Jack W. Schuler Living Trust
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of: (i) 8,517,982 Shares (as defined in Item 1);
(ii) 2022 Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 247,171 Shares; and (iii) 2024 Warrants (as defined in the Preliminary Note) exercisable for an aggregate of 2,716,763 Shares. Due to exercise
limitations set forth in the 2022 Warrants pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons do not have the right to exercise any portion of the 2022
Warrants. Accordingly, as of the date of this filing the aggregate Shares, 2022 Warrants and 2024 Warrants held by the reporting persons represent beneficial ownership of 45.4% of the class of Shares. The reporting person on this cover
page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
11,227,151 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
11,227,151 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,227,151 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Excludes 247,171 Shares for which 2022 Warrants are not currently exercisable due to the Beneficial
Ownership Limitation (as defined in the Preliminary Note).
2 The percentages set forth herein are calculated based on 22,050,515 Shares outstanding as of May 6, 2024, as reported
by the Issuer in its Form 10-Q filed with the SEC on May 13, 2024.
Page 3 of 7 Pages
This Amendment No. 13 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, Amendment No. 10 thereto filed on December 3, 2021, Amendment No. 11 thereto filed on June 8, 2023 and Amendment No. 12 thereto filed on June
20, 2023 (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.
Preliminary Note
Capitalized terms used in this Preliminary Note without definition have the meanings ascribed to them elsewhere in this Schedule 13D.
On July 11, 2023 the Issuer effected a 1-for-10 reverse stock split of the Shares (the “Reverse Stock Split”), as reported by the Issuer in its Form 8-K filed with the SEC on July 13, 2023. The amount of securities beneficially owned reported herein has been adjusted and approximated to
reflect the Reverse Stock Split.
As of the date hereof: (i) the Trust holds 8,510,388 Shares; (ii) Mr. Schuler holds 7,594 Shares; (iii) the Trust holds Common Stock
Warrants (the “2022 Warrants”) issued on August 15, 2022 and expiring on August 15, 2029, which are currently exercisable (after giving effect to the Reverse
Stock Split and subject to the Beneficial Ownership Limitation) for a total of up to 247,171 Shares; (iv) the Trust holds Common Stock Warrants (the “January 2024
Warrants”) issued on January 23, 2024 and expiring five years from the date of issuance, which are currently exercisable for a total of up to 1,156,069 Shares; and (v) the Trust holds Common Stock Warrants (the “May 2024 Warrants” and together with the January 2024 Warrants, the “2024
Warrants”) issued on May 20, 2024 and expiring five years from the date of issuance, which are currently exercisable for a total of up to 1,560,694 Shares.
The terms of the 2022 Warrants provide that the 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 does not permit the Trust to exercise any portion of the 2022 Warrants. In providing the beneficial ownership
information set forth herein, the Reporting Persons have assumed that the 2022 Warrants held by the Trust are not exercisable due to the Beneficial Ownership
Limitation.
Item 3. Source and Amount of Funds of Other Consideration
This Amendment hereby amends and supplements Item 3 of the Prior Schedule 13D by adding the following thereto:
“The disclosure set forth in Item 5 below is incorporated by reference in this Item 3.”
Item 4. Purpose of Transaction
This Amendment hereby amends and supplements Item 4 of the Prior Schedule 13D by adding the following thereto:
“The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4.
On January 23, 2024, the Issuer issued to the Trust 1,156,069 Shares and January 2024 Warrants to purchase 1,156,069 Shares, in
each case pursuant to the 2024 Subscription Agreement (as defined and further described in Item 6 below).
On May 20, 2024, the Issuer issued to the Trust 1,560,694 Shares and May 2024 Warrants to purchase 1,560,694 Shares, in each case
pursuant to the 2024 Subscription Agreement (as defined and further described in Item 6 below).”
Item 5. Interest in Securities of the Issuer
This Amendment hereby amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows:
“Mr. Schuler
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the cover page hereto
for Mr. Schuler is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 22,050,515 Shares outstanding as of May 6, 2024, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the “SEC”)
on May 13, 2024.
|
|
(c)
|
None.
|
|
(d)
|
Mr. Schuler has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by
him. The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants. Mr.
Schuler is the sole trustee of the Trust.
|
|
(e)
|
Not applicable.
|
The Trust
|
(a),(b)
|
The information set forth in Rows 7 through 13 of the cover page hereto for the Trust is incorporated herein by reference.
|
|
(c)
|
On May 20, 2024, pursuant to the 2024 Subscription Agreement (as defined and further described in Item 6 below), the Trust purchased from the
Issuer 1,560,694 units, consisting in the aggregate of 1,560,694 Shares and May 2024 Warrants to purchase 1,560,694 Shares, for a purchase price of $1.73 per unit. Other than the foregoing, the Reporting Persons did not effect any
transactions in the Shares during the 60 days prior to the date hereof.
In addition, this Amendment reports that on January 23, 2024, pursuant to the 2024 Subscription Agreement (as defined and further described in
Item 6 below), the Trust purchased from the Issuer 1,156,069 units, consisting in the aggregate of 1,156,069 Shares and January 2024 Warrants to purchase 1,156,069 Shares, for a purchase price of $1.73 per unit.
|
|
(d)
|
The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it
and the Shares that it has the right to acquire upon the exercise of Warrants. Mr. Schuler is the sole trustee of the Trust.
|
|
(e)
|
Not applicable.
|
As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 11,234,745 Shares, representing 45.4% of the
Shares outstanding. This amount consists of: (i) 7,594 Shares held by Mr. Schuler; (ii) 8,510,388 Shares held by the Trust; and (iii) 2,716,763 Shares for which 2024 Warrants currently are exercisable. This amount excludes 247,171 Shares for
which 2022 Warrants are not currently exercisable due to the Beneficial Ownership Limitation. As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition
of, the Shares held by the Trust or acquirable by the Trust upon the exercise of 2024 Warrants.”
Page 4 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
This Amendment hereby amends and supplements Item 6 of the Prior Schedule 13D by adding the following thereto:
“The disclosure set forth in Items 4 and 5 above is hereby incorporated by reference in this Item 6.
2024 Subscription Agreement
On January 19, 2024, the Issuer and the Trust entered into a
Subscription Agreement (the “2024 Subscription Agreement”), pursuant to
which the Trust agreed to purchase Shares and 2024 Warrants from the Issuer.
The foregoing description of the 2024 Subscription Agreement does not purport to be complete and is qualified in its entirety by
reference to the 2024 Subscription Agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on January 25, 2024 and is hereby incorporated herein by reference.
January 2024 Warrants
Pursuant to the 2024 Subscription Agreement, on January 23, 2024, the Issuer issued to the Trust January 2024 Warrants entitling the
holder thereof to purchase 1,156,069 Shares at an exercise price of $1.65 per Share, subject to standard adjustments as set forth therein. The January 2024 Warrants became exercisable on the date of issuance and expire five years from the date of
issuance.
The foregoing description of the January 2024 Warrants does not purport to be complete and is qualified in its entirety by reference
to the form of January 2024 Warrant, a copy of which was filed by the Issuer as Exhibit 4.2 to the Issuer’s Form 8-K filed with the SEC on January 25, 2024 and is hereby incorporated herein by reference.
May 2024 Warrants
Pursuant to the 2024 Subscription Agreement, on May 20, 2024, the Issuer issued to the Trust May 2024 Warrants entitling the holder
thereof to purchase 1,560,694 Shares at an exercise price of $1.65 per Share, subject to standard adjustments as set forth therein. The May 2024 Warrants became exercisable on the date of issuance and expire five years from the date of issuance.
The foregoing description of the May 2024 Warrants does not purport to be complete and is qualified in its entirety by reference to
the form of May 2024 Warrant, a copy of which was filed by the Issuer as Exhibit 4.2 to the Issuer’s Form 8-K filed with the SEC on January 25, 2024 and is hereby incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
This Amendment hereby amends and supplements Item 7 of the Prior Schedule 13D by adding the following thereto:
“There is filed herewith as Exhibit 10 the form of 2024 Securities Purchase Agreement, dated as of January 19, 2024, incorporated by
reference to the copy thereof filed as Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on January 25, 2024.
There is filed herewith as Exhibit 11 the form of January 2024 Warrant, incorporated by reference to the copy thereof filed as
Exhibit 4.2 to the Issuer’s Form 8-K filed with the SEC on January 25, 2024.
There is filed herewith as Exhibit 12 the form of May 2024 Warrant, incorporated by reference to the copy thereof filed as Exhibit
4.2 to the Issuer’s Form 8-K filed with the SEC on January 25, 2024.”
Page 5 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: May 23, 2024
|
/s/ Jack W. Schuler
|
|
|
Jack W. Schuler
|
|
|
Jack W. Schuler Living Trust
|
|
|
/s/ Jack W. Schuler
|
|
|
By Jack W. Schuler, Sole Trustee
|
|
Page 6 of 7 Pages
EXHIBIT INDEX
|
1.
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated June
8, 2023***
|
|
2.
|
Standby Purchase Agreement, dated March 10, 2014, by and among Jack W. Schuler as trustee of the Jack W. Schuler Living Trust, the Schuler Family
Foundation and Accelerate Diagnostics, Inc.*
|
|
3.
|
Form of 2.50% Convertible Senior Note due 2023**
|
|
4.
|
Exchange Agreement, dated as of August 15, 2022***
|
|
5.
|
2022 Common Stock Warrant, dated as of August 15, 2022***
|
|
6.
|
Secured Promissory Note, dated as of August 15, 2022***
|
|
7.
|
Consent and Amendment No. 1 to Secured Promissory Note, dated June 9,
2023****
|
|
8.
|
Amendment No. 1 to Securities Purchase Agreement, dated June 9, 2023****
|
|
9.
|
Securities Purchase Agreement, dated as of June 9, 2023****
|
|
10.
|
Subscription Agreement, dated as of January 19, 2024
|
|
11.
|
Form of January 2024 Common Stock Warrant
|
|
12.
|
Form of May 2024 Common Stock Warrant
|
* Filed as an Exhibit to the Schedule 13D filed on March 19, 2014
** Filed as an Exhibit to the Schedule 13D filed on April 12, 2018
***Filed as an Exhibit to the Schedule 13D filed on June 8, 2023
****Filed as an Exhibit to the Schedule 13D filed on June 20, 2024
Page 7 of 7 Pages