On October 21, 2022, HTG Molecular Diagnostics, Inc. (the "Company") reported that it entered into a Purchase Agreement (the "Purchase Agreement") with Ann Hanham, Ph.D., the Chair of the Company’s Board of Directors ("Purchaser"), pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred"), to the Purchaser for a purchase price of $100.00 (Filing, 8-K, HTG Molecular Diagnostics, OCT 21, 2022, View Source [SID1234622259]). The closing of the sale and purchase of the share of Series A Preferred was completed on October 21, 2022.

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Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series A Preferred is set forth under Item 5.03 of this report.

Pursuant to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series A Preferred on any Reverse Stock Split Proposal (defined below) in the same proportion as shares of common stock of the Company ("Common Stock") are voted (excluding any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes are otherwise) on such proposal; provided, however, that unless and until at least one-third of the outstanding shares of Common Stock on the record date established for the meeting of stockholders at which the Reverse Stock Split Proposal is presented are present in person or represented by proxy at such meeting, the Purchaser will not vote the share of Series A Preferred on such Reverse Stock Split Proposal. A "Reverse Stock Split Proposal" means any proposal approved by the Company’s Board of Directors and submitted to the stockholders of the Company to adopt an amendment, or a series of alternate amendments, to the Company’s Amended and Restated Certificate of Incorporation to combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of such amendment or series of alternate amendments.