Current Report Filing (8-k)
May 24 2022 - 4:41PM
Edgar (US Regulatory)
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2022-05-23
2022-05-23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May
23, 2022
Date of Report (date of earliest event reported)
_________________
OpGen, Inc.
(Exact name of Registrant as specified in its charter)
_________________
Delaware
(State or other jurisdiction of incorporation or
organization) |
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001-37367
(Commission
File Number) |
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06-1614015
(I.R.S. Employer
Identification Number) |
9717
Key West Ave, Suite 100
Rockville, MD
20850
(Address of principal executive offices)(Zip code)
(240) 813-1260
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_________________
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
OPGN |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 23, 2022, OpGen, Inc. (the “Company”),
as guarantor, the Company’s German operating subsidiary Curetis GmbH, as borrower (“Curetis”), the Company’s operating
subsidiary Ares Genetics GmbH, as an additional guarantor, and the European Investment Bank (the “EIB”) entered into a Waiver
and Amendment Letter (the “Amendment”) relating to the amendment of that certain Finance Contract, dated December 12, 2016
(the “Finance Contract”), as amended, between the EIB and Curetis pursuant to which the Curetis borrowed an aggregate amount
of EUR 18.0 million in three tranches. The Amendment restructured the first tranche of approximately EUR 13.35 million of the Company’s
indebtedness with EIB.
Pursuant to the Amendment, the Company repaid EUR
5.0 million to the EIB in April 2022. The Company also agreed, among other things, to amortize the remainder of the debt tranche over
the twelve-month period beginning in May 2022. The Amendment also provides for the increase of the percent participation interest under
the Finance Contract from 0.3% to 0.75% beginning in June 2024. The terms of the second and third tranches of the Company’s indebtedness
of EUR 3.0 million and EUR 5.0 million, respectively, plus accumulated deferred interest remain unchanged pursuant to the Amendment.
The foregoing description of the material terms of
the Amendment and the Finance Contract do not purport to be complete and are qualified in their entirety by reference to such agreements,
which are attached as Exhibit 10.1 and Exhibit 10.3 hereto, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.2 | Amendment and Restatement Agreement, dated as of July 9, 2020, by and among Curetis GmbH, as borrower, the Company, as guarantor,
Ares Genetics GmbH, as guarantor, and European Investment Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on July 13, 2020). |
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* Confidential treatment has been requested for certain portions of this
agreement. The unredacted document will be provided supplementally to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: May 24,
2022 |
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OpGen, Inc. |
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By: |
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/s/ Oliver Schacht |
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Name: |
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Oliver
Schacht |
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Title: |
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Chief
Executive Officer |
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