OpGen Announces $15 Million Registered Direct Offering
October 14 2021 - 8:00AM
OpGen, Inc. (Nasdaq: OPGN, “OpGen” or the “Company”), a precision
medicine company harnessing the power of molecular diagnostics and
bioinformatics to help combat infectious disease, today announced
that it has entered into a definitive agreement with a single
healthcare-focused institutional investor for the issuance and sale
of an aggregate of 150,000 shares of convertible preferred stock
and warrants to purchase up to an aggregate of 7,500,000 shares of
common stock for gross proceeds of $15 million in a registered
direct offering. The shares of preferred stock will have a stated
value of $100 per share and are convertible into an aggregate of
7,500,000 shares of common stock at a conversion price of $2.00 per
share at any time after the Company has received shareholder
approval to increase the number of authorized shares of common
stock of the Company. The warrants have an exercise price of $2.05
per share, will become exercisable on the later of the date of
shareholder approval and six months following the date of issuance,
and will expire five years following the initial exercise date. The
closing of the offering is expected to occur on or about October
18, 2021, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the offering are
expected to be approximately $15 million before deducting placement
agent fees and other offering expenses. The Company currently
intends to use the net proceeds from the offering for the
commercialization of the Company’s FDA-cleared Acuitas AMR Gene
Panel test for isolates and the further development and
commercialization of its Unyvero platform and Ares Genetics
database solutions and offerings, the repayment of certain
outstanding indebtedness payable to the European Investment Bank,
and for other general corporate purposes.
The Company expects to call a special meeting of
stockholders for the approval of a proposal to reduce the required
threshold to amend the certificate of incorporation and bylaws of
the Company from 66 2/3% to a majority of the voting power of the
outstanding capital stock of the Company and a proposal to increase
the authorized shares of common stock of the Company from 50
million to 100 million. The preferred stock has voting rights with
the common stock equal to 30,000 votes per share of preferred stock
on each of these proposals, provided, that, in accordance with
Nasdaq listing rules, any votes cast by the preferred stock with
respect to the proposal to increase the authorized shares of common
stock must be counted by the Company in the same proportion as the
aggregate shares of common stock voted on such proposal.
The securities described above are being offered
and sold by OpGen in a registered direct offering pursuant to a
“shelf” registration statement on Form S-3 (Registration No.
333-258646), including a base prospectus previously filed with the
Securities and Exchange Commission (the “SEC”) on August 9, 2021
and became effective on August 19, 2021. The offering of such
securities is being made only by means of a prospectus supplement
that forms a part of the registration statement. A final prospectus
supplement and base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC’s website located at http://www.sec.gov. Electronic copies of
the prospectus supplement and the accompanying base prospectus may
also be obtained by contacting H.C. Wainwright & Co., LLC at
430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212)
856-5711 or e-mail at placements@hcwco.com.
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.
About OpGen, Inc.
OpGen, Inc. (Rockville, MD, USA) is a precision
medicine company harnessing the power of molecular diagnostics and
bioinformatics to help combat infectious disease. Along with our
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
This press release includes statements regarding
the Company’s registered direct offering and the use of proceeds
therefrom. 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, 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 fact that we may not effectively use
proceeds from our financings, 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, except as required by
laws.
Contact:
OpGen: Oliver Schacht President
and CEO InvestorRelations@opgen.com
OpGen Press Contact: Matthew
Bretzius FischTank Marketing and PR
matt@fischtankpr.com
OpGen Investor Contact: Maxwell
Colbert Edison Group mcolbert@edisongroup.com
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