Accelerate Diagnostics, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or other jurisdiction
of
incorporation or organization) |
84-1072256
(I.R.S. Employer
Identification No.) |
| |
|
3950
South Country Club Road, Suite 470
Tucson, Arizona 85714
(Address of principal executive offices, including zip code) |
Accelerate Diagnostics, Inc.
2022 Omnibus Equity Incentive Plan
(Full
title of the plan)
Jack Phillips
President
and Chief Executive Officer
3950
South Country Club Road, Suite 470
Tucson,
Arizona 85714
(520)
365-3100
(Name, address and telephone
number, including area code, of agent for service)
With
a copy to:
Daniel
M. Mahoney
Joshua
Schneiderman
Snell &
Wilmer L.L.P.
One East
Washington Street
Suite 2700
Phoenix,
Arizona 85004
(602)
382-6000
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 ¨ |
|
Accelerated filer ¨ |
| Non-accelerated filer x |
|
Smaller reporting company x |
|
|
Emerging growth company ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY
NOTE
This registration statement is being filed solely
for the registration of 16,000,000 additional shares of common stock, $0.001 par value per share, of Accelerate Diagnostics, Inc.,
a Delaware corporation (the “Company”), for issuance pursuant to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity
Incentive Plan (as amended, the “Plan”). Accordingly, pursuant to General Instruction E to Form S-8, the contents of
the Registrant’s prior registration statement relating to the Plan (No. 333-265126) is hereby incorporated by reference in
this registration statement, except as revised in Part II of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents have been filed by the
Company with the Securities and Exchange Commission (the “Commission”) and are hereby incorporated by reference in this registration
statement:
| 3. | The Company’s Current Reports on Form 8-K,
filed with the Commission on January 11, 2023, January 13, 2023, February 9, 2023, February 24, 2023, March 14, 2023 (both reports filed on such date), March 29, 2023 (only with respect to the information filed therein under Item 8.01), March 30, 2023, April 6, 2023, April 13, 2023, April 24, 2023, May 15, 2023, May 16, 2023, May 22, 2023, May 24, 2023 (both reports filed on such date), May 30, 2023, June 1, 2023, June 5, 2023, June 7, 2023 and June 13, 2023 (other
than the information furnished therein under Item 7.01 and Exhibit 99.1 thereto). |
All documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the filing
of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth
therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item
8. Exhibits.
Exhibit
Number |
|
Description |
|
Page or
Method of Filing |
| 4.1.2 |
|
Certificate of Amendment to Certificate
of Incorporation of the Company |
|
Incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 15, 2016 |
| |
|
|
|
|
| 4.1.3 |
|
Certificate of Amendment to Certificate of Incorporation
of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019 |
| |
|
|
|
|
| 4.1.4 |
|
Certificate of Amendment to Certificate of Incorporation
of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 13, 2021 |
| |
|
|
|
|
| 4.1.5 |
|
Certificate of Designation of the Series A Preferred
Stock of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 23, 2021 |
| |
|
|
|
|
| 4.1.6 |
|
Certificate of Amendment to Certificate of Incorporation
of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 17, 2022 |
| |
|
|
|
|
| 4.1.7 |
|
Certificate of Amendment to Certificate of Incorporation
of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 24, 2023 (the second report filed on
such date) |
| |
|
|
|
|
| 4.2 |
|
Amended and Restated Bylaws of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 8, 2019 |
| |
|
|
|
|
| 4.2.1 |
|
Amendment No. 1 to the Amended and Restated Bylaws
of the Company |
|
Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 3, 2022 |
| |
|
|
|
|
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P. |
|
Filed herewith |
| |
|
|
|
|
| 23.1 |
|
Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm |
|
Filed herewith |
| |
|
|
|
|
| 23.2 |
|
Consent of Snell & Wilmer L.L.P. |
|
Included as part of Exhibit 5.1 |
| |
|
|
|
|
| 24.1 |
|
Power of Attorney |
|
Included on the signature
page hereto |
| |
|
|
|
|
| 99.1 |
|
Accelerate Diagnostics, Inc. 2022 Omnibus Equity
Incentive Plan |
|
Incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 17, 2022 |
| |
|
|
|
|
| 99.2 |
|
First Amendment to the Accelerate Diagnostics, Inc.
2022 Omnibus Equity Incentive Plan |
|
Incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2023 (the second report filed on
such date) |
| |
|
|
|
|
| 107 |
|
Filing Fee Table |
|
Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tucson, State of Arizona, on June 20, 2023.
| |
ACCELERATE DIAGNOSTICS, INC. |
| |
|
| |
By: |
/s/ Jack Phillips |
| |
Name: |
Jack Phillips |
| |
Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Jack Phillips and David Patience, and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with any and
all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
/s/ Jack
Phillips
Jack Phillips |
President, Chief Executive
Officer and Director
(Principal Executive Officer) |
June 20, 2023 |
/s/ David
Patience
David Patience |
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
June 20, 2023 |
/s/ Hany
Massarany
Hany Massarany |
Chairman of the Board of
Directors |
June 20, 2023 |
/s/ Mark
S. Black
Mark S. Black |
Director |
June 20, 2023 |
/s/ Wayne
Burris
Wayne Burris |
Director |
June 20, 2023 |
/s/ Louise
Francesconi
Louise Francesconi |
Director |
June 20, 2023 |
/s/ John
Patience
John Patience |
Director |
June 20, 2023 |
/s/ Marran
Ogilvie
Marran Ogilvie |
Director |
June 20, 2023 |
/s/ Jack
Schuler
Jack Schuler |
Director |
June 20, 2023 |
/s/ Jennifer
Regan
Jennifer Regan |
Director |
June 20, 2023 |
/s/ Matthew
W. Strobeck, Ph.D.
Matthew W. Strobeck, Ph.D. |
Director |
June 20, 2023 |
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