Item 1.01. Entry Into a Material Definitive Agreement.
Securities Purchase
Agreement
On February 9, 2021, OpGen, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”),
pursuant to which the Company agreed to issue and sell to the Investor in a registered direct offering priced at-the-market under
Nasdaq rules (the “Registered Offering”) (i) an aggregate of 2,784,184 shares of common stock (the “Shares”),
par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase an aggregate of 5,549,149
shares of Common Stock (the “Pre-Funded Warrants”). Each Share is being sold at an offering price of $3.00 per share,
and each Pre-Funded Warrant is being sold at an offering price of $2.99, for aggregate gross proceeds of approximately $25 million
before deducting the placement agent’s fees and the Company’s Offering expenses. Under the Purchase Agreement, the
Company also agreed to issue and sell to the Investor in a concurrent private placement (the “Private Placement,” and
together with the Registered Offering, the “Offering”) warrants to purchase an aggregate of 4,166,666 shares of Common
Stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”). The Offering
is expected to close on or about February 11, 2021, subject to satisfaction of customary closing conditions.
Each Common Warrant has an exercise price per share of Common
Stock equal to $3.55 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 are 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 use commercially
reasonable best efforts to file a registration statement with the Securities and Exchange Commission (the “Commission”)
to register the resale by the Investor of the shares issuable upon exercise of the Common Warrants within 120 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 Commission
The Registered Offering is being made pursuant to a Registration
Statement (No. 333-236106) on Form S-3, which was declared effective by the Commission on February 7, 2020, as supplemented by
a prospectus supplement dated February 9, 2021.
The foregoing description of the Purchase Agreement, Pre-Funded
Warrants, and Common 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, Pre-Funded Warrants, and Common 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. The legal opinion, including the related consent, of Ballard
Spahr LLP relating to the issuance and sale of the Shares and the shares issuable upon exercise of the Pre-Funded Warrants is filed
as Exhibit 5.1 hereto.
Placement Agent Agreement
A.G.P./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
February 9, 2021, 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 6.0% of the aggregate gross proceeds from 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 $3.90 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 Isolates 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.