OpGen Announced 1-for-20 Reverse Stock Split
January 04 2023 - 4:30PM
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 the Company’s board of directors has approved a 1-for-20
reverse stock split of its shares of common stock (the “Reverse
Stock Split”). The Reverse Stock Split will become effective at
12:01 a.m. EST, on January 5, 2023 and the Company’s common stock
will open for trading on The Nasdaq Capital Market on a post-split
basis under the Company’s existing trading symbol “OPGN.” The new
CUSIP number for the Company’s common stock following the Reverse
Stock Split will be 68373L406.
OpGen expects that the Reverse Stock Split,
which was approved by its stockholders at a Special Meeting held on
November 30, 2022, will increase the market price per share of
common stock in order to regain compliance with The Nasdaq Capital
Market’s minimum bid price listing requirement of $1.00 per
share.
Information for
Stockholders
At the effective time of the Reverse Stock
Split, every twenty (20) shares of OpGen’s issued and outstanding
common stock will be automatically converted into one (1) issued
and outstanding share of common stock without any change in the par
value of $0.01 per share. The Reverse Stock Split will reduce the
Company’s number of shares of outstanding common stock from
approximately 58.0 million shares to approximately 2.9 million
shares. Proportionate adjustments will be made to the conversion
and exercise prices of the Company's outstanding stock purchase
warrants, stock options, and restricted stock units.
No fractional shares of common stock will be
issued as a result of the Reverse Stock Split. Stockholders of
record who would otherwise be entitled to receive a fractional
share will receive a cash payment in lieu thereof. The Reverse
Stock Split impacts all holders of OpGen’s common stock
proportionally and will not impact any stockholders’ percentage
ownership of common stock (except to the extent the Reverse Stock
Split results in any stockholder owning only a fractional
share).
Pacific Stock Transfer Company (‘PST’) is acting
as paying agent for OpGen with regard to the Reverse Stock Split.
PST will provide stockholders of record holding certificates
representing pre-split shares of the Company's common stock as of
the effective date a letter of transmittal providing instructions
for the exchange of shares. Registered stockholders holding
pre-split shares of the Company's common stock electronically in
book-entry form are not required to take any action to receive
post-split shares. Stockholders owning shares via a broker, bank,
trust or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split, subject to such
broker's particular processes, and will not be required to take any
action in connection with the Reverse Stock Split.
Additional information regarding the Reverse
Stock Split is available on the Form 8-K filed today, as well as in
the Company's definitive proxy statement filed with the United
States Securities and Exchange Commission on October 17, 2022.
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 execution of a reverse stock split of the Company’s common
stock. 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, other economic and competitive factors
and OpGen's ability to realize any anticipated benefits from the
reverse stock split, including maintaining its listing on the
Nasdaq Capital Market and attracting new investors. 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.
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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