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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Accelerate Diagnostics Inc | NASDAQ:AXDX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0406 | -3.76% | 1.0396 | 1.02 | 1.04 | 1.08 | 0.98 | 1.08 | 30,295 | 14:44:19 |
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
3826
(Primary Standard Industrial
Classification Code Number) |
| |
87-1072256
(IRS Employer
Identification No.) |
|
|
Michael A. Gordon
Istvan A. Hajdu J. Carlton Fleming Sidley Austin LLP 787 7th Avenue New York, New York 10019 (212) 839-5300 |
| |
Michael D. Maline
Brian K. Rosenzweig Covington & Burling LLP The New York Times Building 620 8th Ave New York, New York 10018 (212) 841-1000 |
|
|
Large accelerated filer
|
| | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☐ | |
| | |
Per Unit(1)
|
| |
Per Pre-Funded
Unit(2) |
| |
Total(3)
|
| ||||||
Public offering price
|
| | | $ | | | |
|
| | | $ | | | ||
Underwriting discounts and commissions to be paid by us(4)
|
| | | $ | | | | | | | | $ | | | | |
Proceeds, before expenses, to us(5)
|
| | | $ | | | | | | | | $ | | | |
| | | | | i | | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 4 | | | |
| | | | | 9 | | | |
| | | | | 40 | | | |
| | | | | 41 | | | |
| | | | | 42 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 46 | | | |
| | | | | 50 | | | |
| | | | | 53 | | | |
| | | | | 59 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| | | | | 67 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| | | | | | | | | | | | | | | | | | | ||||||
| | |
(In thousands, except per share amounts)
|
| |||||||||||||||||||||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales
|
| | | $ | 9,032 | | | | | $ | 9,780 | | | | | $ | 12,752 | | | | | $ | 11,782 | | | | | $ | 11,165 | | |
Gross profit (loss)
|
| | | | 1,917 | | | | | | 2,462 | | | | | | 3,303 | | | | | | (381) | | | | | | 4,459 | | |
Loss from operations
|
| | | | (43,298) | | | | | | (48,845) | | | | | | (62,805) | | | | | | (71,560) | | | | | | (63,700) | | |
Net loss before income taxes
|
| | | | (48,334) | | | | | | (47,884) | | | | | | (62,570) | | | | | | (77,657) | | | | | | (78,203) | | |
Net loss
|
| | | $ | (48,620) | | | | | $ | (47,884) | | | | | $ | (62,493) | | | | | $ | (77,702) | | | | | $ | (78,208) | | |
Net loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted (unaudited)
|
| | | $ | (4.13) | | | | | $ | (6.21) | | | | | $ | (7.61) | | | | | $ | (12.59) | | | | | $ | (13.96) | | |
| | |
As of
September 30, |
| |
As of December 31,
|
| ||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||
| | |
(In thousands)
|
| |||||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 20,162 | | | | | $ | 34,905 | | | | | $ | 39,898 | | |
Total assets
|
| | | | 39,324 | | | | | | 65,015 | | | | | | 83,047 | | |
Total liabilities
|
| | | | 74,357 | | | | | | 87,279 | | | | | | 118,118 | | |
Total stockholders’ deficit
|
| | | | (35,033) | | | | | | (22,264) | | | | | | (35,071) | | |
| | |
Years Ended December 31,
|
| |||||||||||||||
(in thousands, except per share data)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Net loss
|
| | | $ | (62,493) | | | | | $ | (77,702) | | | | | $ | (78,208) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.76) | | | | | $ | (1.26) | | | | | $ | (1.40) | | |
Shares used in the calculation of net loss per share – basic and diluted
|
| | | | 82,161 | | | | | | 61,727 | | | | | | 56,010 | | |
| | |
Years Ended December 31,
|
| |||||||||||||||
(in thousands, except per share data)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Net loss
|
| | | $ | (62,493) | | | | | $ | (77,702) | | | | | $ | (78,208) | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (7.61) | | | | | $ | (12.59) | | | | | $ | (13.96) | | |
Shares used in the calculation of net loss per share – basic and diluted
|
| | | | 8,216 | | | | | | 6,173 | | | | | | 5,601 | | |
|
Public offering price per Unit
|
| | | | | | | | | $ | | | |
|
Net tangible book value per share as of September 30, 2023
|
| | | $ | (2.42) | | | | | | | | |
|
Increase per share attributable to the offering
|
| | | $ | | | | | | | | | |
|
As adjusted net tangible book value per share after the offering
|
| | | | | | | | | $ | | | |
|
Dilution per share to new investors participating in the offering
|
| | | | | | | | | $ | | | |
| | |
Actual
(unaudited) |
| |
As
Adjusted |
| ||||||
| | |
(in thousands except per share data)
|
| |||||||||
Cash and cash equivalents
|
| | | $ | 20,162 | | | | | $ | | | |
Debt, including current portion: | | | | | | | | | | | | | |
Convertible notes
|
| | | $ | 66,944 | | | | | $ | | | |
Debt premium, unamortized debt discount and debt issuance costs, net
|
| | | | (30,103) | | | | | | | | |
Convertible notes, net
|
| | | | 34,053 | | | | | | | | |
Stockholders’ deficit: | | | | | | | | | | | | | |
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; 0 shares issued and outstanding
|
| | | | — | | | | | | — | | |
Common stock, par value $0.001 per share; 450,000,000 shares authorized, 14,504,695 shares issued and outstanding, actual, shares issued and outstanding, as adjusted(2)
|
| | | | 14 | | | | | | | | |
Contributed capital(1)
|
| | | | 666,239 | | | | | | | | |
Treasury stock
|
| | | | (45,067) | | | | | | | | |
Accumulated deficit
|
| | | | (655,859) | | | | | | | | |
Accumulated other comprehensive loss
|
| | | | (360) | | | | | | | | |
Total stockholders’ deficit
|
| | | | (35,033) | | | | | | | | |
Total capitalization
|
| | | $ | | | | | $ | | | |
Underwriters
|
| |
Number
of Units |
| |
Number of
Pre-Funded Units |
|
William Blair & Company, L.L.C.
|
| |
|
| |
|
|
Craig-Hallum Capital Group LLC
|
| | | | | | |
Total
|
| | | | | | |
| | |
Per Unit(1)
|
| |
Per Pre-Funded
Unit(2) |
| |
Without Option
|
| |
With Option
|
|
Public offering price
|
| | | | | | | | | | | | |
Underwriting discounts and commissions
|
| | | | | | | | | | | | |
Proceeds, before expenses, to us(3)
|
| | | | | | | | | | | | |
| | |
Amount to
be paid |
| |||
SEC registration fee
|
| | | $ | 5,904 | | |
FINRA filing fee
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Transfer agent and registrar fees
|
| | | | * | | |
Miscellaneous fees and expenses
|
| | | | * | | |
Total
|
| | | $ | * | | |
Exhibit
|
| |
Description
|
| |
Filing Information
|
|
1.1
|
| | Form of Underwriting Agreement* | | | | |
3.1
|
| | | | Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 13, 2012 | | |
3.1.1
|
| | | | Incorporated by reference to Exhibit A to the Registrant’s Definitive Information Statement on Schedule 14C filed on July 12, 2013 | | |
3.1.2
|
| | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 15, 2016 | | |
3.1.3
|
| | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 15, 2019 | | |
3.1.4
|
| | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 13, 2021 | | |
3.1.6
|
| | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 17, 2022 | | |
3.1.7
|
| | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 13, 2023 | | |
3.2
|
| | | | Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Annual Report on Form 8-K for the fiscal year ended August 8, 2019 | | |
3.2.1
|
| | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2022 | | |
4.1
|
| | | | Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 | |
Exhibit
|
| |
Description
|
| |
Filing Information
|
|
4.2
|
| | | | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 28, 2018 | | |
4.3
|
| | | | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 28, 2018 | | |
4.4
|
| | | | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
4.5
|
| | | | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
4.6
|
| | Form of Warrant* | | | | |
4.7
|
| | Form of Pre-Funded Warrant* | | | | |
4.8
|
| | Form of Warrant Agency Agreement* | | | | |
5.1
|
| | Opinion of Sidley Austin LLP* | | | | |
10.1
|
| | | | Incorporated by reference to Exhibit 10.5 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012 | | |
10.2
|
| | | | Incorporated by reference to Exhibit 10.10 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012 | | |
10.3
|
| | Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (as amended by the First Amendment to the Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan and the Second Amendment to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan) | | | Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 10, 2017 | |
10.3.1
|
| | | | Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 10, 2017 | | |
10.3.2
|
| | | | Incorporated by reference to Exhibit 10.9.6 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 | | |
10.3.3
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2019 | | |
10.3.4
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2020 | | |
10.3.5
|
| | | | Incorporated by reference to Exhibit 99.3 to the Form S-8 Registration Statement (No. 333-187439) filed by the Registrant on March 22, 2013 | |
Exhibit
|
| |
Description
|
| |
Filing Information
|
|
10.3.6
|
| | | | Incorporated by reference to Exhibit 99.4 to the Form S-8 Registration Statement (No. 333-187439) filed by the Registrant on March 22, 2013 | | |
10.3.7
|
| | | | Incorporated by reference to Exhibit 10.9.7 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 | | |
10.4
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2020 | | |
10.5
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2020 | | |
10.6
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 28, 2018 | | |
10.7
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2018 | | |
10.7.1
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2018 | | |
10.8
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 8, 2020 | | |
10.8.1
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on form 8-K filed on April 8, 2020 | | |
10.9
|
| | | | Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2020 | | |
10.10
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 23, 2021 | | |
10.11
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 23, 2021 | | |
10.12
|
| | | | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 23, 2021 | | |
10.13
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2022 | |
Exhibit
|
| |
Description
|
| |
Filing Information
|
|
10.14
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 17, 2022 | | |
10.15
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 15, 2022 | | |
10.16
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 15, 2022 | | |
10.17
|
| | | | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 15, 2022 | | |
10.18
|
| | | | Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on August 15, 2022 | | |
10.19
|
| | | | Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022 | | |
10.20
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2022 | | |
10.21
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2023 | | |
10.22
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 24, 2023 | | |
10.23
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2023 | | |
10.24
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.25
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.26
|
| | | | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.27
|
| | | | Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | |
Exhibit
|
| |
Description
|
| |
Filing Information
|
|
10.28
|
| | | | Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.29
|
| | | | Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.30
|
| | | | Incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.31
|
| | | | Incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on June 13, 2023 | | |
10.32
|
| | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023 | | |
10.33
|
| | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023 | | |
10.34
|
| | First Amendment to Note Exchange Agreement, dated December 11, 2023, between the Company and certain investors named therein. | | | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023 | |
21.1
|
| | | | Incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2023 | | |
23.1
|
| | | | Filed herewith | | |
23.2
|
| | Consent of Sidley Austin LLP (contained in Exhibit 5.1)* | | | | |
24.1
|
| | | | Contained on signature page hereto | | |
107.1
|
| | | | Filed herewith | |
/s/ Jack Phillips |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jack Phillips
Jack Phillips
|
| |
Director, President and Chief Executive Officer (Principal Executive Officer)
|
| |
December 13, 2023
|
|
|
/s/ David Patience
David Patience
|
| |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
| |
December 13, 2023
|
|
|
/s/ Hany Massarany
Hany Massarany
|
| |
Chairman of the Board of Directors
|
| |
December 13, 2023
|
|
|
/s/ John Patience
John Patience
|
| |
Director
|
| |
December 13, 2023
|
|
|
/s/ Jack Schuler
Jack Schuler
|
| |
Director
|
| |
December 13, 2023
|
|
|
/s/ Matthew W. Strobeck, Ph.D.
Matthew W. Strobeck, Ph.D.
|
| |
Director
|
| |
December 13, 2023
|
|
|
/s/ Louise L. Francesconi
Louise L. Francesconi
|
| |
Director
|
| |
December 13, 2023
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Wayne C. Burris
Wayne C. Burris
|
| |
Director
|
| |
December 13, 2023
|
|
|
/s/ Jenny Regan
Jenny Regan
|
| |
Director
|
| |
December 13, 2023
|
|
|
/s/ Marran Ogilvie
Marran Ogilvie
|
| |
Director
|
| |
December 13, 2023
|
|
|
/s/ Mark Black
Mark Black
|
| |
Director
|
| |
December 13, 2023
|
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-1) and related Prospectus of Accelerate Diagnostics, Inc. for the registration of units each consisting of one share of common stock and one warrant to purchase one share of common stock, pre-funded units each consisting of one pre-funded warrant to purchase one share of common stock and one warrant to purchase one share of common stock, and shares of common stock underlying the warrants and the pre-funded warrants and to the incorporation by reference therein of our report dated March 31, 2023, with respect to the consolidated financial statements of Accelerate Diagnostics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Phoenix, Arizona
December 13, 2023
Exhibit 107.1
Calculation of Filing Fee Tables
FORM S-1
(Form Type)
ACCELERATE
DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security
Class Title |
Fee
Calculation Rule |
Amount
to be Registered |
Proposed
Maximum Offering Price Per Unit |
Proposed
Maximum Aggregate Offering Price(1)(2) |
Fee
Rate |
Amount
of Registration Fee(3) |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
Equity | Units, consisting of | Rule 457(o) | — | — | $20,000,000 | $0.00014760 | $2,952 | ||||
Equity | (i) Common
Stock, par value $0.001 per share |
Rule 457(i) | — | — | — | — | — | ||||
Equity | (ii) Warrants
to purchase Common Stock |
Rule 457(i) | — | — | — | — | — | ||||
Equity | Pre-Funded
Units consisting of:(3) |
— | — | — | — | — | — | ||||
Equity | (i) Pre-Funded
Warrants to purchase Common Stock |
Rule 457(i) | — | — | — | — | — | ||||
Equity | (ii) Warrants
to purchase Common Stock |
Rule 457(i) | — | — | — | — | — | ||||
Equity | Common
stock issuable upon exercise of the Warrant |
Rule 457(o) | — | — | $20,000,000 | $0.00014760 | $2,952 | ||||
Equity | Common
Stock issuable upon exercise of the Pre- Funded Warrants(3) |
— | — | — | — | — | — | ||||
Total Offering Amounts | $40,000,000 | $5,904 | |||||||||
Total Fees Previously Paid | — | ||||||||||
Total Fee Offsets | — | ||||||||||
Net Fee Due | $5,904 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) | The proposed maximum aggregate offering price of the Units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Units offered and sold in the offering (plus the aggregate exercise price of the common stock issuable upon exercise of the Pre-Funded Warrants) |
1 Year Accelerate Diagnostics Chart |
1 Month Accelerate Diagnostics Chart |
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