OpGen, Inc. Announces $10 Million Private Placement Priced at the Market
November 24 2020 - 8:00AM
OpGen, Inc. (Nasdaq: OPGN, “OpGen”), a precision
medicine company harnessing the power of molecular diagnostics and
bioinformatics to help combat infectious disease, today
announced it has entered into a definitive agreement for a
private placement with one healthcare-focused U.S. institutional
investor of (i) 2,245,400 shares of common stock together with
2,245,400 warrants (the “Common Warrants”) to purchase up to
2,245,400 shares of common stock and (ii) 2,597,215 pre-funded
warrants (the “Pre-Funded Warrants”), with each Pre-Funded Warrant
exercisable for one share of common stock, together with 2,597,215
Common Warrants to purchase up to 2,597,215 shares of common stock.
Each share of common stock and accompanying Common Warrant are
being sold together at a combined offering price of $2.065, and
each Pre-funded Warrant and accompanying Common Warrant are being
sold together at a combined offering price of $2.055. The
Pre-Funded Warrants are immediately exercisable, at an exercise
price of $0.01, and may be exercised at any time until all of the
Pre-Funded Warrants are exercised in full. The Common Warrants will
have an exercise price of $1.94 per share, will be exercisable
commencing on the six month anniversary of the date of issuance,
and will expire five and one half (5.5) years from the date of
issuance (collectively, the “Private Placement”).
The Private Placement is expected to close on or
about November 25, 2020, subject to the satisfaction of customary
closing conditions and the receipt of regulatory approvals,
including the approval of the Nasdaq Capital Market.
A.G.P./Alliance Global Partners is acting as
sole placement agent for the Private Placement.
The Private Placement is being made in the
United States pursuant to the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506 of Regulation D as promulgated by
the United States Securities and Exchange Commission (SEC). The
securities to be sold in the Private Placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and accordingly may not be
offered or sold in the United States absent registration with the
SEC or an applicable exemption from such registration requirements.
The Company has agreed to file a registration statement with the
SEC covering the resale of the shares of common stock issued in the
Private Placement, as well as the shares of common stock issuable
upon exercise of the Warrants and pre-funded warrants issued in the
Private Placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the securities
hereunder nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
ABOUT OPGEN,
INC.
OpGen, Inc. (Gaithersburg, MD, USA) is a
precision medicine company harnessing the power of molecular
diagnostics and bioinformatics to help combat infectious disease.
Along with subsidiaries, Curetis GmbH and Ares Genetics GmbH, we
are developing and commercializing molecular microbiology solutions
helping to guide clinicians with more rapid and actionable
information about life threatening infections to improve patient
outcomes, and decrease the spread of infections caused by
multidrug-resistant microorganisms, or MDROs. OpGen’s product
portfolio includes Unyvero, Acuitas AMR Gene Panel and Acuitas®
Lighthouse, and the ARES Technology Platform including ARESdb,
using NGS technology and AI-powered bioinformatics solutions for
antibiotic response prediction.
For more information, please visit
www.opgen.com.
FORWARD LOOKING STATEMENTS
by OPGEN:
This press release includes forward looking
statements regarding the Private Placement. 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. For example, the expected date of
closing of the Private Placement is a forward looking statement.
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, our use of proceeds from the
Private Placement and that we may not use such proceeds
effectively, our ability to successfully, timely and
cost-effectively develop, seek and obtain regulatory clearance for
and commercialize our product and services offerings, the rate of
adoption of our products and services by hospitals and other
healthcare providers, the realization of expected benefits of our
business combination transaction with Curetis GmbH, the success of
our commercialization efforts, the impact of COVID-19 on the
Company’s operations, financial results, and commercialization
efforts as well as on capital markets and general economic
conditions, the effect on our business of existing and new
regulatory requirements, and other economic and competitive
factors. 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. 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:Oliver
SchachtCEOInvestorRelations@opgen.com
Press Contact:Matthew BretziusFischTank
Marketing and PRmatt@fischtankpr.com
Investor Contact:Megan PaulEdison
Groupmpaul@edisongroup.com
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