Current Report Filing (8-k)
June 24 2022 - 4:38PM
Edgar (US Regulatory)
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0001293818
2022-06-17
2022-06-17
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xbrli:shares
iso4217:USD
xbrli:shares
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
June
17, 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) |
|
001-37367
(Commission
File Number) |
|
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 June 24, 2022, OpGen, Inc. (the "Company") entered into an
At the Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") pursuant
to which the Company may offer and sell from time to time in an “at the market offering,” at its option, up to an aggregate
of $10.65 million of shares (the "Placement Shares") of the Company's common stock, $0.01 par value per share (the "Common
Stock"), through Wainwright, as sales agent (the “ATM Offering”). Pursuant to the ATM Agreement, Wainwright may sell
the Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the
Securities Act of 1933, as amended, including, without limitation, sales made by means of ordinary brokers' transactions on The NASDAQ
Capital Market or otherwise at market prices prevailing at the time of sale or as otherwise directed by the Company.
Wainwright will use commercially reasonable efforts to sell the Placement
Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters
or conditions the Company may impose). The Company will pay Wainwright a commission equal to three percent (3.0%) of the gross sales proceeds
of any Placement Shares sold through Wainwright under the ATM Agreement, and has provided Wainwright with customary indemnification and
contribution rights. The Company is not obligated to make any sales of Common Stock under the ATM Agreement.
The foregoing description of the Agreement is not complete and is qualified
in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Sales of the Placement Shares will be made pursuant to a prospectus supplement
to the Company's previously filed and currently effective shelf Registration Statement on Form S-3 (File No. 333-258646). This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall
there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
A copy of the opinion of Ballard Spahr LLP, relating to the legality of
the shares, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference
into, the Registration Statement.
Item 1.02 — Termination of a Material Definitive
Agreement.
In connection with the Company’s entry into the ATM Agreement, on
June 17, 2022, the Company provided notice of termination, effective June 24, 2022, of its prior Amended and Restated At the Market Offering
Agreement, dated November 13, 2020 (the “Prior Agreement”), by and among the Company, Wainwright, and BTIG, LLC (“BTIG”).
As previously reported, pursuant to the terms of the Prior Agreement, the Company could offer and sell shares of its common stock, par
value $0.01 per share, having aggregate offering sales proceeds of up to $22.1 million (the “Shares”), through Wainwright
and BTIG. As a result of the termination of the Prior Agreement, the Company replaced its existing at-the-market sales facility with the
ATM Agreement, which is on substantially similar terms as the Prior Agreement. The terms of the ATM Agreement are described further in
Item 1.01 of this Current Report on Form 8-K.
Item 9.01 — Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit
Number | Description |
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: June 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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