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 securities purchase agreement with a
single institutional investor for the purchase and sale in a
registered direct offering of 9,660,000 shares of the Company’s
common stock (or common stock equivalents), 33,810 shares of Series
C mirroring preferred stock (“Series C Preferred”) and, in a
concurrent private placement, unregistered warrants to purchase up
to an aggregate of 9,660,000 shares of common stock, at a purchase
price of $0.35 per share (or common stock equivalent). Each share
of Series C Preferred Stock has a stated value of $0.01 per share
and will automatically terminate on the date that the Company
effects a reverse stock split of the Company’s shares of common
stock. The warrants have an exercise price of $0.377 per share,
will become exercisable six months following the date of issuance
and will expire five and one-half years following the date of
issuance. The closing of the offering is expected to occur on or
about October 3, 2022, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The Company expects to call a special meeting of
stockholders for the approval of a proposal to effect a reverse
stock split of the Company’s common stock (the “Proposal”). The
Series C Preferred has voting rights on the Proposal equal to
100,000 votes per share of Series C Preferred, provided that any
votes cast by the Series C Preferred with respect to the Proposal
must be counted by the Company in the same proportion as the shares
of common stock voted on the Proposal.
Total gross proceeds from the offering, before
deducting the placement agent's fees and other estimated offering
expenses, is expected to be approximately $3.38 million. The
Company intends to use the net proceeds from this offering to: (i)
continue commercialization of the FDA-cleared Acuitas AMR Gene
Panel test for isolates in the U.S.; (ii) commercialize our other
products with a focus on the Unyvero platform and diagnostic tests;
(iii) support further development and commercialization of the Ares
Genetics database; (iv) support directed sales and marketing
efforts to the customers and collaborators for our products and
services; (v) invest in manufacturing and operations infrastructure
to support sales of products; and (vi) the repayment of certain
outstanding indebtedness of the Company. OpGen intends to use the
remaining net proceeds for working capital and other general
corporate purposes.
The securities described above (excluding the
warrants and the shares of common stock issuable thereunder) are
being offered pursuant to a “shelf” registration statement on Form
S-3 (333-258646), which was declared effective by the Securities
and Exchange commission (the “SEC”) on August 19, 2021. The
offering is being made only by means of a prospectus supplement and
a prospectus that form a part of the registration statement. A
final prospectus supplement and accompanying prospectus relating to
the securities being offered in the registered direct offering will
be filed with the SEC. Electronic copies of the final prospectus
supplement and accompanying prospectus may be obtained, when
available, on the SEC's website at http://www.sec.gov or 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.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and underlying
shares of common stock may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
The Company also has agreed that certain
existing warrants to purchase up to an aggregate of 14,829,751
shares of common stock of the Company that were previously issued
to the investor, with exercise prices ranging from $2.05 to $65.00
per share and expiration dates ranging from February 2023 to April
2027, will be amended effective upon the closing of the registered
direct offering so that the amended warrants will have a reduced
exercise price of $0.377 per share, will not be exercisable until
six months following the closing of the registered direct offering
and will expire five and one-half years following the closing of
the registered direct offering.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
Additional information regarding the securities
described above and the terms of the offering are included in a
Current Report on Form 8-K to be filed with the SEC.
About OpGen, Inc.
OpGen, Inc. (Rockville, MD, U.S.A.) 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
current product portfolio includes Unyvero, Acuitas AMR Gene
Panel, and the ARES Technology Platform including ARESdb, NGS
technology and AI-powered bioinformatics solutions for antibiotic
response prediction including ARESiss, ARESid, and AREScloud, as
well as the Curetis CE-IVD-marked PCR-based SARS-CoV-2 test
kit.
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, the success of our commercialization efforts, 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 recent financings, the
continued realization of expected benefits of our business
combination transaction with Curetis GmbH, the continued
impact of COVID-19 on the Company’s operations, financial results,
and commercialization efforts as well as on capital markets and
general economic conditions, our ability to satisfy debt
obligations under our loan with the European Investment Bank,
the effect of the military action
in Russia and Ukraine on our distributors,
collaborators and service providers, our liquidity and working
capital requirements, 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
law.
OpGen:Oliver SchachtPresident and
CEOInvestorRelations@opgen.com
OpGen Press Contact:Matthew Bretzius
FischTank Marketing and PR
matt@fischtankpr.com
OpGen Investor Contact:Alyssa
FactorEdison
Groupafactor@edisongroup.com
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