OpGen Announces Closing of $9.4 Million Underwritten Public Offering
October 28 2019 - 11:51AM
OpGen, Inc. (Nasdaq:OPGN) today announced the closing of its
previously announced underwritten public offering of 2,590,170
units at $2.00 per unit and 2,109,830 pre-funded units at $1.99 per
pre-funded unit, raising gross proceeds of approximately $9.4
million, prior to deducting underwriting discounts and commissions
and other estimated offering expenses. The Company has also granted
the underwriter a 30-day option to purchase up to an additional
705,000 shares of common stock and/or common warrants to purchase
up to 705,000 shares of common stock.
The Company intends to use the net proceeds of this offering for
the following purposes: prior to the closing of the transactions
contemplated by the Implementation Agreement to (1) complete the
business combination with Curetis GmbH; (2) provide short-term
funding to Curetis GmbH under the Interim Facility to fund the
Curetis Group’s current operations; and (3) support research and
development and regulatory activities for the Company’s anticipated
FDA 510(k) submissions for the Acuitas AMR Gene Panel test and the
Acuitas Lighthouse Software; and, if any proceeds remain following
the closing of the transactions under the Implementation Agreement,
to: (4) commercialize the combined company’s products; (5) support
further development and commercialization of the combined company’s
informatics products in development; (6) fund directed efforts to
the customers and collaborators of each company to introduce the
products and services of the combined company; (7) invest in
manufacturing and operations infrastructure to support sales of
products; and (8) the balance, if any, for general corporate
purposes.
H.C. Wainwright & Co. acted as sole book-running manager for
the offering.
Each unit sold in this offering is comprised of one share of
common stock and one common warrant to purchase one share of common
stock. Each pre-funded unit sold in this offering included one
pre-funded warrant to purchase one share of common stock at an
exercise price of $0.01 per share and one common warrant to
purchase one share of common stock. Each common warrant has an
exercise price of $2.00 per share, is exercisable immediately and
will expire five years from the date of issuance. The shares of
common stock (or the pre-funded warrants, as the case may be) and
the accompanying common warrants included in the units or the
pre-funded units were purchased together in this offering, but were
issued separately.
A registration statement on Form S-1 (File No. 333-233775)
relating to these securities was declared effective by the
Securities and Exchange Commission (SEC) on October 23, 2019. The
offering was made only by means of a final prospectus that was
filed with the SEC on October 25, 2019. Electronic copies of the
final prospectus relating to the offering may be obtained for free
by visiting the SEC's website at www.sec.gov or may be
obtained by contacting H.C. Wainwright & Co., LLC, 430 Park
Avenue, 3rd Floor, New York, New York 10022, by email at
placements@hcwco.com or by phone at 646-975-6996.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About OpGenOpGen, Inc. is a precision
medicine company harnessing the power of molecular diagnostics and
informatics to help combat infectious disease. We are developing
molecular information products and services for global healthcare
settings, helping to guide clinicians with more rapid and
actionable information about life threatening infections, improve
patient outcomes, and decrease the spread of infections caused by
multidrug-resistant microorganisms, or MDROs.
Our molecular diagnostics and informatics products, product
candidates and services combine our Acuitas molecular diagnostics
and Acuitas Lighthouse informatics platform for use with our
proprietary, curated MDRO knowledgebase. We are working to deliver
our products and services, some in development, to a global network
of customers and partners. The Acuitas AMR Gene Panel (RUO) is
intended for Research Use Only and is not for use in diagnostic
procedures. The Acuitas Lighthouse Software is not distributed
commercially for antibiotic resistance prediction and is not for
use in diagnostic procedures. For more information, please visit
www.opgen.com.
OpGen, Acuitas, and Acuitas Lighthouse are registered trademarks
of OpGen, Inc.
Forward-Looking StatementsThis press release
includes statements relating to the intended use of proceeds from
the offering, the completion of the business combination with
Curetis N.V. and the Company's products and services. These
statements and other statements regarding OpGen’s future plans and
goals constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and are intended to qualify for
the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. Such statements are
subject to risks and uncertainties that are often difficult to
predict, are beyond our control, and which may cause results to
differ materially from expectations. Factors that could cause our
results to differ materially from those described include, but are
not limited to, the fact that we have broad discretion as to the
use of proceeds from the offering and that we may not use the
proceeds effectively; risks and uncertainties associated with
market conditions, OpGen’s ability to successfully and timely seek
approval of, and obtain approval of its stockholders for the
business combination with Curetis N.V., satisfy the closing
conditions under the Implementation Agreement, successfully combine
the businesses of OpGen and Curetis GmbH, comply with the
complexities of a global business, achieve the synergies we expect
and successfully implement the combined company’s strategic and
business goals and objectives. For a discussion of the most
significant risks and uncertainties associated with OpGen's
business, please review our filings with the Securities and
Exchange Commission (SEC). You are cautioned not to place undue
reliance on these forward-looking statements, which are based on
our expectations as of the date of this press release and speak
only as of the date of this press release. We undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
OpGen Contact:Michael Farmer Vice President,
Marketing (240)
813-1284mfarmer@opgen.comInvestorRelations@opgen.com
OpGen Press Contact:Matthew Bretzius FischTank
Marketing and PR matt@fischtankpr.com
OpGen Investor Contact:Joe Green Edison Group
jgreen@edisongroup.com
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