Item 1.01. Entry Into
a Material Definitive Agreement.
Securities
Purchase Agreement
On November 23, 2020, OpGen,
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited
investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a private placement
(i) an aggregate of 2,245,400 shares of common stock (the “Shares”), par value $0.01 per share (the “Common
Stock”) (ii) warrants to purchase an aggregate of 4,842,615 shares of Common Stock (the “Common Warrants”),
and (iii) pre-funded warrants to purchase an aggregate of 2,597,215 shares of Common Stock (the “Pre-Funded Warrants”
and, together with the Common Warrants, the “Warrants”), for aggregate gross proceeds of approximately $10 million
before deducting the placement agent’s fees and the Company’s offering expenses (collectively, the “Offering”).
The Offering is expected to close on or about November 25, 2020, subject to satisfaction of customary closing conditions.
Each Common Warrant has an
exercise price per share of Common Stock equal to $1.94 per share and is exercisable beginning on the sixth month anniversary
of the date of issuance and will have a term of five and a half years. Each Pre-Funded Warrant has an exercise price per share
of Common Stock equal to $0.01 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of
each Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the Common Stock. In addition, in certain circumstances, upon a fundamental
transaction, a holder of Warrants will be entitled to receive, upon exercise of the Warrants, the kind and amount of securities,
cash or other property that such holder would have received had they exercised the Warrants immediately prior to the fundamental
transaction; provided, however, that in the event of a fundamental transaction where the consideration consists solely of
cash, solely of marketable securities or a combination thereof, each Warrant will be deemed to be exercised in full in a cashless
exercise effective immediately prior to and contingent upon the consummation of such fundamental transaction.
The Company may not effect
the exercise of certain Warrants, and the applicable holder will not be entitled to exercise any portion of any such Warrant,
which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the
holder of such Warrant (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Warrants.
The Purchase Agreement requires
the Company to file a registration statement with the Securities and Exchange Commission (the “Commission”) to register
the resale by the Investor of the Shares and the shares issuable upon exercise of the Warrants as soon as practicable, and in
any event, no more than two (2) days after the date of the Purchase Agreement.
The representations, warranties
and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and
may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein
by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors
with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures
in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
The foregoing description
of the Purchase Agreement, Common Warrants and Pre-Funded Warrants do not purport to be complete and are qualified in their entirety
by reference to the full text of the form of Purchase Agreement, Common Warrants and Pre-Funded Warrants, which are filed as Exhibits
10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Placement Agent Agreement
Alliance Global Partners (the
“Placement Agent”) acted as the exclusive placement agent in connection with the Offering pursuant to the terms of
a placement agent agreement, dated November 23, 2020, between the Company and the Placement Agent (the “Placement Agent
Agreement”). Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a fee equal to 7.0%
of the aggregate gross proceeds from the Offering. The Placement Agent has agreed to reimburse the Company for expenses incurred
in connection with the Offering in an amount equal to 0.5% of the gross proceeds of the Offering. In addition to the cash fee,
the Company agreed to issue to the Placement Agent warrants to purchase an aggregate of up to five percent (5%) of the aggregate
number of Shares, and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, sold in the Offering (the “Placement
Agent Warrants”). The Placement Agent Warrants shall generally be on the same terms and conditions as the Warrants and shall
have an initial exercise price of $2.522 per share.
The Company intends to use
the net proceeds from the Offering to support research and development and regulatory activities in support of the Company’s
FDA 510(k) submissions for the Acuitas AMR Gene Panel test, commercialize the Company’s products with a focus on the Unyvero
platform and diagnostic tests, and the Acuitas AMR Gene Panel test for isolates, support further development and commercialization
of the Ares Genetics database and Acuitas Lighthouse Software, support directed sales and marketing efforts to the customers and
collaborators for the Company’s products, and invest in manufacturing and operations infrastructure to support sales of
products. The Company intends to use the remaining net proceeds for working capital and other general corporate purposes.