OpGen, Inc. Announces $25 Million Registered Direct Offering Priced At-the-Market Under NASDAQ Rules
February 09 2021 - 8:30AM
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 with a single U.S.-
based, healthcare-focused institutional investor for the purchase
of (i) 2,784,184 shares of common stock (ii) 5,549,149 pre-funded
warrants (the “Pre-Funded Warrants”), with each Pre-Funded Warrant
exercisable for one share of common stock. The Company has also
agreed to issue to the investor, in a concurrent private placement,
unregistered common share purchase warrants (the “Common Warrants”)
to purchase 4,166,666 shares of the Company’s common stock. Each
share of common stock and accompanying Common Warrant are being
sold together at a combined offering price of $3.00, and each
Pre-Funded Warrant and accompanying Common Warrant are being sold
together at a combined offering price of $2.99, pursuant to a
registered direct offering, priced at-the-market under Nasdaq
rules. 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 $3.55 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 “Offering”).
The closing of the Offering is expected to occur
on or about February 11, 2021, subject to the satisfaction of
customary closing conditions.
A.G.P./Alliance Global Partners is acting as
sole placement agent for the Offering.
This offering was made pursuant to an effective
shelf registration statement on Form S-3 (File No. 333-236106)
previously filed with and declared effective by the U.S. Securities
and Exchange Commission (the “SEC”). This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A prospectus
supplement relating to the shares of common stock sold in the
Offering will be filed by OpGen with the SEC. When available,
copies of the prospectus supplement, together with the accompanying
prospectuses, can be obtained at the SEC’s website at www.sec.gov
or from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th
Floor, New York, New York 10022 or by email at
prospectus@allianceg.com.
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 Offering. 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 Offering 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
Offering 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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