EXHIBIT 4.1


 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [·],
2014 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION AGENT, BY CALLING (855) 793-5068.


 


ACCELERATE DIAGNOSTICS, INC.


Incorporated under the laws of the State
of Delaware


 


 NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Shares of


Common Stock, Par Value $0.001 per share,
of Accelerate Diagnostics, Inc.


 


Subscription
Price: $[·] per
full share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE


5:00
P.M., NEW YORK CITY TIME, ON [·],
2014


 


	
        REGISTERED OWNER:

         

        THIS
        CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription
        rights (“Rights”) set forth above. The Rights entitle the holder thereof to subscribe for and purchase shares of common
        stock, par value $0.001 per share (the “Common Stock”), of Accelerate Diagnostics, Inc., a Delaware corporation (the
        “Company”), at a subscription price of $[·]
        per full share, pursuant to a rights offering (the “Rights Offering”), on the terms and subject
        to the conditions set forth in the Prospectus. 

         

        Each
Right includes a subscription privilege. Under the subscription privilege, for each share of common stock owned as of the record
date of the Rights Offering, the holder hereof is entitled to purchase [·]
shares of Common Stock at the subscription price of $[·]
per full share.
	 	
         

        The Rights represented by this Subscription
        Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning
        the full payment of the subscription price for each share of Common Stock in accordance with the instructions contained herein.

         

        This Non-Transferable Subscription Rights
        Certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent. Witness the
        seal of Accelerate Diagnostics, Inc. and the signatures of its duly authorized officers:



 


DATED:
[·], 2014


 


	 	 	 
	President and Chief Executive Officer	 	Secretary


 




    	 



    	 



    

 


DELIVERY OPTIONS FOR NON-TRANSFERABLE SUBSCRIPTION
RIGHTS CERTIFICATE


 


Deliver other than in the manner or to the addresses listed
below will not constitute valid delivery.


 


	
        If delivering by hand or overnight
courier:
	If delivering by first class mail:
	 	 
	
        Broadridge Corporate Issuer Solutions, Inc.

        Attention: Reorganization Department

        1981 Marcus Avenue, Suite 100

        Lake Success, NY 11042
	
        Broadridge Corporate Issuer Solutions, Inc.

        Attention: Reorganization Department

        P.O. Box 1317

        Brentwood, NY 11717-0693



 


PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY


  


	
        FORM 1 – EXERCISE OF SUBSCRIPTION RIGHTS

         

        To subscribe for shares of Common Stock
        pursuant to your subscription privilege, please complete lines (a) and (b) and sign under Form 3. If you do not indicate the number
        of Rights being exercised, or if you do not forward the full subscription payment for the number of Rights that you indicate are
        being exercised, then you will be deemed to have exercised the maximum number of Rights that may be exercised with the aggregate
        subscription payment you delivered to the Subscription Agent. Fractional shares of our Common Stock resulting from the exercise
        of the subscription privileges will be eliminated by rounding down to the nearest whole share, with the total subscription payment
        being adjusted accordingly. Any excess subscription payments received by the Subscription Agent will be returned, without interest,
        as soon as practicable.

         

        (a)      
        EXERCISE OF SUBSCRIPTION PRIVILEGE :

         

        I
        apply for                     shares
        x $[·] = $                 

        (no. of new shares) (subscription
price) (amount enclosed)
	 	
        FORM 3 – SIGNATURE

         

        TO SUBSCRIBE: I acknowledge that I have
        received the Prospectus for the rights offering and I hereby irrevocably subscribe for the number of shares indicated above on
        the terms and conditions specified in the Prospectus.

         

        This form must be signed by the registered
        holder(s) exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered
        holder(s) by documents transmitted herewith.

         

        Signature(s):                                          
                                           

         

        Signature(s):                                          
                                           

         

        Date:                                          
                                                 
         

         

        Daytime Telephone Number:                                          
               

         

        IMPORTANT: The signature(s) must correspond
        with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement,
        or any other change whatsoever.

         

        FORM 4 – SIGNATURE GUARANTEE

         

        This form must be completed if you have
        completed any portion of Form 2.

         

        Signature Guaranteed:                                                            

        (Name of Bank or Firm)

         

        By:                                            
                                                 
              

        (Signature of Officer)

         

        IMPORTANT: The signature(s) should
be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership
in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.



 




    	 



    	 



    

 


	
         

        (b)      PAYMENT
        :

         

        Total Amount of Payment Enclosed = $                 

         

        Method of Payment:

         

        All payments must be made in U.S. dollars
        by cashier’s or certified check drawn upon a U.S. bank payable to “Broadridge Corporate Issuer Solutions, Inc. (acting
        as Subscription Agent for Accelerate Diagnostics, Inc.)”. The Subscription Agent will not accept payment by any other means.

         

        FORM 2 – DELIVERY TO DIFFERENT ADDRESS

         

        If you wish for the Common Stock underlying
        your Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please
        enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

        _________________________________________

        ________________________________________

        ________________________________________
	 	
         

        THE RIGHTS OFFERING
        HAS BEEN REGISTERED OR QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM REGISTRATION OR QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF
        THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES
        OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS
        OF SUCH JURISDICTIONS.

         



  


FOR
INSTRUCTIONS ON THE USE OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.,
THE SUBSCRIPTION AGENT, AT (855) 793-5068 (TOLL-FREE). THE RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON [·],
2014, AND THIS NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE IS VOID THEREAFTER.