SEC Form SC 13G filed by HTG Molecular Diagnostics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No.)*
HTG Molecular Diagnostics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
40434H203
(CUSIP Number)
June 28. 2022
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).
| CUSIP No: 40434H203 |
| (1) | NAMES OF REPORTING PERSONS | |
| L5 Capital Inc. | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) ☐ | ||
| (b) ☐ | ||
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| British Columbia, Canada | ||
| NUMBER OF | (5) | SOLE VOTING POWER |
| SHARES | 600,000 | |
| BENEFICIALLY | (6) | SHARED VOTING POWER |
| OWNED BY | ||
| EACH | (7) | SOLE DISPOSITIVE POWER |
| REPORTING | 600,000 | |
| PERSON WITH | (8) | SHARED DISPOSITIVE POWER |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 600,000 | ||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.4% (1) | ||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| CO | ||
(1) Based on 11,045,986 shares outstanding as of June 21, 2022.
| CUSIP No: 40434H203 |
| (1) | NAMES OF REPORTING PERSONS | |
| Marc Lustig | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) ☐ | ||
| (b) ☐ | ||
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Canada | ||
| NUMBER OF | (5) | SOLE VOTING POWER |
| SHARES | 0 | |
| BENEFICIALLY | (6) | SHARED VOTING POWER ** |
| OWNED BY | 600,000 | |
| EACH | (7) | SOLE DISPOSITIVE POWER |
| REPORTING | 0 | |
| PERSON WITH | (8) | SHARED DISPOSITIVE POWER ** |
| 600,000 | ||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 600,000 | ||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.4% (1) | ||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN | ||
(1) Based on 11,045,986 shares outstanding as of June 21, 2022.
| CUSIP No: 40434H203 |
Item 1.
| (a) | Name of Issuer |
HTG Molecular Diagnostics, Inc (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices |
3430 E. Global Loop, Tucson, Arizona 85706
| Item 2(a). | Name of Person Filing |
This statement is being filed by:
| (i) | L5 Capital Inc.., a corporation incorporated under the laws of the province of British Columbia, Canada; and |
| (ii) | Marc Lustig, a Canadian individual. |
The Reporting Persons have entered into a joint filing agreement, dated as of June 28, 2021, a copy of which is attached hereto as Exhibit 1.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Persons is as follows:
L5 Capital Inc.
1 First Canadian Place
Toronto, Ontario M5X 1H3
Canada
Marc Lustig
1 First Canadian Place
Toronto, Ontario M5X 1H3
Canada
| Item 2(c). | Citizenship |
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
| Item 2(d) | Title of Class of Securities |
Common Stock
| Item 2(e) | CUSIP Number |
40434H203
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
Marc Lustig purchased 600,000 shares of stock on June 28, 2022.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: June 28, 2022
| L5 CAPITAL INC. | ||
| By: | /s/ Marc Lustig | |
| Name: | Marc Lustig | |
| Title: | Director | |
| /s/ Marc Lustig | ||
| Marc Lustig | ||
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. |