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 closed its previously announced registered direct
offering with a single institutional investor for the purchase and
sale 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 of common stock (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.
H.C. Wainwright & Co. acted 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, were 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) were
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
was 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 were filed with the
SEC. Electronic copies of the final prospectus supplement and
accompanying prospectus may be obtained 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 has also amended 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, so that
the amended warrants 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 use of proceeds from the registered direct offering.
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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