0001293818
false
0001293818
2023-07-04
2023-07-04
iso4217:USD
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
July
4, 2023
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 July 4, 2023,
OpGen, Inc. (the “Company”) entered into a Standstill Agreement (the “Standstill Agreement”), by and among Curetis
GmbH, the Company’s wholly owned subsidiary, as borrower (“Curetis”), the Company and Ares Genetics GmbH, the Company’s
wholly owned subsidiary, as guarantors (collectively, the “Guarantors”), and the European Investment Bank, as lender (“EIB”),
relating to that certain Finance Contract, originally dated December 12, 2016, as amended, by and between Curetis and EIB (the “Finance
Contract”). Pursuant to the Standstill Agreement, the EIB agreed that, with respect to each default or event of default relating
to €3 million in principal plus accumulated interest that (i) was due and payable on June 22, 2023 (the “Tranche”) under
the Finance Contract and (ii) continues to exist as of the date of the Standstill Agreement, the EIB would not take any action or exercise
any right under the Finance Contract, including, but not limited to, any right of acceleration or termination, until the earlier of the
entry into a definitive agreement for the restructuring of the Tranche and November 30, 2023 (the “Standstill Period”). As
a condition of entering into such Standstill agreement, Curetis paid the EIB a partial payment of interest on the Tranche of €1
million on June 22, 2023. In addition, Curetis agreed to certain undertakings during the Standstill Period, including to deliver a rolling
cash flow forecast on a bi-weekly basis and cause a third party restructuring expert to prepare and deliver a restructuring opinion to
the EIB. The EIB may terminate the Standstill Agreement upon notice to Curetis if, among other customary termination rights, Curetis
or the Guarantors fail to comply (following applicable cure periods) with any undertakings in the Standstill Agreement, the third party
expert determines that there are no prospects for a successful restructuring of the Tranche and that it therefore will be unable to issue
a restructuring opinion, or the cash flow forecast shows a negative liquidity shortfall during the specified period.
The Finance
Contract contains other customary representations, warranties and covenants of Curetis and the Guarantors. The foregoing summary of the
Standstill Agreement does not purport to be complete and is subject to, and qualified in its entirety by the complete text of the Standstill
Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10..1 | | Standstill Agreement, dated July 4, 2023, by and between OpGen, Inc. and the Investor.* |
10.2 | | Finance
Contract, as amended and restated pursuant to the First Amendment and Restatement Agreement
dated May 20, 2019 and the Second Amendment and Restatement Agreement dated as of July 9,
2020, by and between the European Investment Bank and Curetis GmbH (incorporated by reference
to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020). |
10.3 | | Guarantee
and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank
and the Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current
Report on Form 8-K filed on July 13, 2020). |
10.4 | | Guarantee
and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank
and Ares Genetics (incorporated by reference to Exhibit 10.4 to the Registrant’s Current
Report on Form 8-K filed on July 13, 2020). |
104 | | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules have been omitted. The Company agrees to furnish supplementally a
copy of any omitted schedule 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.
Date: July 5,
2023 |
|
OpGen, Inc. |
|
|
|
|
|
|
By: |
|
/s/ Albert Weber |
|
|
|
|
Name: |
|
Albert Weber |
|
|
|
|
Title: |
|
Chief
Financial Officer |
Exhibit 10.1
|
Execution Version |
|
|
Curetis
GmbH
as borrower
Certain
Companies
as
Guarantors
and
European
Investment Bank
as
Bank
|
|
Standstill
AGREEMENT |
|
|
|
|
|
Clause |
Page |
1. Definitions
and Interpretation |
2 |
2. Conditions
Precedent |
4 |
3. Standstill |
4 |
4. Obligors |
5 |
5. No
Waiver |
7 |
6. Termination |
7 |
7. Costs
and Expenses |
8 |
8. No
Amendments of Finance Documents |
8 |
9. Schedules
and Finance Documents |
8 |
10. Amendments
in written form |
9 |
11. Notices |
9 |
12. Invalidity |
9 |
13. Entire
Agreement |
9 |
14. Counterparts |
9 |
15. Governing
Law |
9 |
16. Jurisdiction |
10 |
Schedule
1 The Guarantors |
|
Schedule
2 The Proposal |
|
Signatures |
|
THIS AGREEMENT
is dated 4 July 2023 and entered into between:
| (1) | Curetis
GmbH, a limited liability company organised under
the laws of the Federal Republic of Germany having its corporate seat in Holzgerlingen, Germany
and its business address at Max-Eyth-Strasse 42, 71088 Holzgerlingen, Germany which is registered
in the commercial register (Handelsregister) of the local court (Amtsgericht)
of Stuttgart under HRB 756134 (the "Borrower"); |
| (2) | The
Companies listed in Schedule 1 (The Guarantors)
as guarantors under the Finance Contract (as defined below) (together with the Borrower,
the "Obligors"); |
| (3) | The
European Investment Bank, having its Head Office
at 100, boulevard Konrad Adenauer, L-2950 Luxembourg-Kirchberg, Grand Duchy of Luxembourg,
as lender under the Finance Contract (as defined below) (the "Bank"); |
(the
parties in (1) to (3) are together referred to as the "Parties" and each as a "Party").
RECITALS:
| (A) | Reference is
made to the Finance Contract (as defined below). |
| (B) | The Bank has
been informed by the Borrower that the Borrower is not able to meet certain obligations under
the Finance Contract. |
| (C) | The Bank and
the Borrower have entered into good faith, arms’-length negotiations with the aim to
agree on, and determine the cornerstones of, a consensual restructuring. The further steps
towards a consensual and viable financial restructuring of the Group (as defined below)
involving the various stakeholders in the Borrower (the "Restructuring")
are being carefully considered among the Parties and will, among others, require the Borrower
to instruct a reputable third party restructuring expert satisfactory to the Bank (the "Restructuring
Expert") to prepare a restructuring opinion (the "Restructuring Opinion")
("Sanierungsgutachten") substantially in the form outlined in the proposal
by the Restructuring Expert in Schedule 2 (the "Proposal") and in
compliance with the requirements set forth by the court rulings of the German Federal Court
of Justice (Bundesgerichtshof) on restructuring opinions in general (e.g. BGH Urt.
v. 12.05.2016 – IX ZR 65/14) in respect of the Group. |
| (D) | This Agreement
is concluded to allow for sufficient time for the Restructuring Opinion to be prepared and
for all relevant Parties to negotiate the terms of the Restructuring and to reach a general
consensus in relation to the commercial concept of the Restructuring in the form of a binding
legal term sheet (the "Restructuring Term Sheet") which shall form the basis
of a restructuring amendment concerning the Finance Contract. |
| (E) | The Borrower
paid a partial payment of interest which was due on 22 June 2023 in the amount of EUR 1,000,000.00
(one million) ("Partial Payment") on the 22 June 2023 to the Bank. The Bank
(i) confirmed receipt of the Partial Payment and (ii) applied the Partial Payment in accordance
with Article 5.05 Finance Contract. |
IT IS AGREED
as follows:
| 1. | Definitions
and Interpretation |
In this
Agreement:
"Creditor"
means:
| (a) | any
person from which the Borrower is purchasing any inventory (including under any advance or
deferred purchase agreement); |
| (b) | any
person with whom the Borrower has entered into a lease or hire purchase agreement; |
| (c) | any
person with whom the Borrower has entered into an arrangement for the sale or discounting
of receivables (other than receivables which are sold on a non-recourse basis); |
| (d) | any
person acting as hedge counterparty under hedging agreements with the Borrower; |
| (e) | any
other lender under a bilateral loan facility with an Obligor. |
"Finance
Contract" means the finance contract originally dated 12 December 2016 and entered into between the Borrower as borrower and
the Bank as lender, as amended on 22 April 2018, 20 May 2019 and 23 May 2022 and as further amended and/or restated from time to time.
"Liquidity
Forecast" means the thirteen weeks rolling cash-flow forecast for the Borrower (relating, for the avoidance of doubt, to the
Group) in form and substance satisfactory to the Bank and meeting also each of the following requirements:
| (a) | prepared
by the management of the Borrower on a bi-weekly basis (first Liquidity Forecast to be submitted
to the Bank on 14 July 2023 at the latest), based on the data available at the respective
date falling one week prior to the provision of each Liquidity Forecast; |
| (b) | validated
and presented to the Bank by the Restructuring Expert including a statement from the Restructuring
Expert that the Borrower's funding will continue to be secured at least during the thirteen-week
forecast period; and |
| (c) | providing
a comprehensive and up-to-date analysis of the short-term liquidity needs of the Borrower. |
"Material
Change to Restructuring" means the occurrence of any of the following events and circumstances:
| (a) | the
Restructuring Expert determines that there are no prospects for a successful Restructuring
and it will therefore not be in a position to issue a positive Restructuring Opinion; |
| (b) | the
Bank has demanded the repayment of all or part of the loan in accordance with the provisions
of the Finance Documents; |
| (c) | the
further negotiations between the Borrower and the Bank on the implementation of the Restructuring
have failed; or |
| (d) | one
of the Group companies becomes illiquid or over-indebted or initiates proceedings for the
restructuring, insolvency or winding up of the Group companies or analogue proceedings in
the relevant jurisdictions. |
"Relevant
Defaults" mean each default or event of default relating to amounts which became due and payable on 22 June 2023 under a Finance
Document which continues to exist as of the date of this Agreement and excluding, for the avoidance of doubt, any default or event
of default under a Finance Document which occurs or continues to exist after the date of this Agreement.
"Standstill
Period" means the period from (and including) the date of this Agreement until the occurrence of the earlier of the following
events:
| (b) | the
occurrence of a Termination Event; or |
| (c) | the
point in time when all relevant parties have signed (i) a restructuring agreement and (ii)
all conditions precedent under such restructuring agreement have been satisfied (including
the issuance of the final Restructuring Opinion by the Restructuring Expert). |
"Termination
Event" means an event or circumstance which allows the Bank to terminate this Agreement pursuant to Clause 6 (Termination)
and, in addition, the receipt (Zugang) by the Borrower of a Termination Notice.
"Termination
Notice" has the meaning assigned to this term in Clause 6.1 (Termination Notice) below.
| (a) | The definitions
shall apply equally to both the singular and plural forms of the terms defined. |
| (b) | Whenever
reference is made to a person in this Agreement, it includes its respective successors or
assigns. |
| (c) | Any reference
in this Agreement to a document shall (without prejudice to any prohibition of amendments)
include all amendments to the relevant document, unless expressly provided otherwise. |
| (d) | Section,
Clause and Schedule headings are for ease of reference only. |
| (e) | Unless otherwise
defined in this Agreement, terms defined in the Finance Contract shall have the same meaning
when used in this Agreement. |
A person
who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of
this Agreement.
The provisions
of Clause 3 (Standstill) of this Agreement shall become effective only upon the occurrence of the condition precedent that the
Borrower submits an engagement letter to the Bank (in form and substance satisfactory to the Bank) for the instruction of the Restructuring
Expert to prepare the Restructuring Opinion ("Sanierungsgutachten") in compliance with the requirements set forth by
the court rulings of the German Federal Court of Justice (Bundesgerichtshof).
| 3.1 | In
consideration for the mutual promises contained herein, the Bank undertakes and agrees with
the Obligors that, with regard to the Relevant Defaults only and only during the Standstill
Period, they: |
| (a) | will
not exercise any right of cancellation, termination or acceleration under or in connection
with any Finance Document; |
| (b) | will
not take any steps to commence or threaten to commence or support any legal action or proceedings
against any Obligor or any member of the Group; |
| (c) | will
not take any steps to enforce any security granted under or in connection with any Finance
Document or appoint or require the appointment of an insolvency administrator to any Obligor
or over the assets of any Obligor; |
| (d) | will
not take any action or exercise any right under any Finance Document or refuse any right
of the Obligors under any Finance Document; and |
| (e) | will
not petition for, threaten, initiate or vote in favour of any resolution or take any other
action or steps whatsoever against or in respect of any Obligor which may lead to the commencement
of any insolvency proceedings (Insolvenzverfahren) or similar proceedings under any
applicable laws in respect of an Obligor (or a member of the Group) or over any of the Obligor's
assets (or assets of a member of the Group). |
| 3.2 | For
the avoidance of doubt, the above standstill provisions only apply in relation to such rights
of the Bank which directly result from the Relevant Defaults and any other rights of the
Bank under or in connection with the Finance Document shall remain unaffected by this Agreement.
In particular, the Bank shall not be obliged to provide any additional funding to the Borrower
or any other member of the Group. |
The terms
and conditions set forth under any Finance Document (including representations, undertakings and events of default) continue to apply
subject to the terms of this Agreement and the Obligors make the further representations and enter into the further undertakings set
out in this Clause 4 (Obligors).
On the
date of this Agreement each Obligor hereby represents and warrants to the Bank that:
| (a) | it
is a corporation, limited liability company or partnership with limited liability, duly incorporated
or, in the case of a partnership, established and validly existing under the law of its jurisdiction
of incorporation; |
| (b) | no
insolvency proceedings or creditors' process (in each case as such term is defined under
any Finance Document) has been taken, initiated or, to its knowledge, threatened in relation
to it, and no insolvency event of default under any Finance Document applies to it; |
| (c) | it
has the power to enter into, perform and deliver, and has taken all necessary action to authorise
its entry into and performance of this Agreement; |
| (d) | no
litigation, arbitration or administrative proceedings or investigations of, or before, any
court, arbitral body or agency which, if adversely determined, are reasonably likely to cause
a Material Change to Restructuring have been started or threatened against it; and |
| (e) | any
written information delivered by it during the Standstill Period under or in connection with
this Agreement to the Bank is true, complete, correct and not misleading in any material
respect. |
| 4.2 | General
Information Undertakings |
The Borrower
undertakes that during the Standstill Period it will:
| (a) | not,
and shall procure that no other member of the Group shall, declare or distribute dividends,
or make any payment in respect of any intercompany loan provided by a direct or indirect
shareholder of OpGen Inc, or return or purchase shares. |
| (b) | not
seek to place any Creditor in a better position than it is under the underlying relevant
financing agreements as of the date of this Agreement; |
| (c) | ensure
that during the Standstill Period any of its members of management, in particular any member
of the Group's senior management actively cooperates with EIB in order to support a successful
restructuring; |
| (d) | deliver
the Liquidity Forecast on a rolling basis going forward; |
| (e) | deliver
and release to the Bank the final draft of a Restructuring Opinion until 15 November 2023; |
| (f) | support
the Restructuring, in particular by participating in meetings and by delivering such information
relating to the business of the Obligors as the Bank may reasonably request; |
| (g) | deliver
and release to the Bank by no later than 10 days after the date of this Agreement fully executed
reliance letters from the Restructuring Expert giving reliance to the Bank who requests such
reliance in relation to the Restructuring Opinion; |
| (h) | ensure
that the Restructuring Expert shall |
| (i) | deliver
to the Bank a first draft Restructuring Opinion by no later than 30 September 2023 with the
scope set out in (ii) below; |
| (ii) | deliver
to the Bank a final Restructuring Opinion by no later than 30 November 2023 which: |
| (1) | covers
the planning period (being the period by which the Bank intends to extend the duration of
its loans under the Finance Contract to the Borrower and the duration of the planning period
shall be not less than 24 months); |
| (2) | includes
an extended business planning covering the planning period (see above) to use this
extended forecast as a basis for further negotiations; |
| (3) | includes
analysis of minimum liquidity levels required in the Group; |
| (4) | assesses
whether the Group has sufficient and appropriate management resources and capabilities to
implement the restructuring measures; |
| (5) | includes
an overview of all existing creditors of the Group; |
| (6) | responds
to other reasonable comments and questions of the Bank relating to the Restructuring, liquidity
planning and other work products of the Restructuring Expert; |
| (iii) | have
access to any and all documentation, records and any other sources of information in relation
to the Group (to the extent that such access can reasonably be arranged by the Group); |
| (iv) | be
released from all confidentiality requirements and instructed to communicate directly with
the Bank; and |
| (v) | promptly
receive any and all information and/or documentation in relation to the Group (to the extent
that such information can reasonably be considered to be within the control of or obtainable
by the Group); |
| (i) | make
reasonable efforts to ensure that the Bank has access to the Restructuring Expert until the
final Restructuring Opinion is available; |
| (j) | promptly
upon becoming aware of the same, notify the Bank of: |
| (i) | any
event or circumstance which adversely affects or may be expected to adversely affect the
validity or enforceability of the security interests constituted pursuant to any security
granted under or in connection with any Finance Document in any material respect; and |
| (ii) | any
event (other than the Relevant Defaults) that would entitle the Bank to terminate this Agreement. |
For the
avoidance of doubt, all information undertakings under the Finance Documents shall remain unaffected by the above and shall continue
to apply.
Except
as expressly agreed in this Agreement and subject to the standstill stipulated in Clause 3.1 nothing contained in this Agreement shall
constitute a waiver of any rights of the Bank under any Finance Document or another agreement with a third party by reason of any breach,
default or event of default which has occurred prior to or after the date of this Agreement, and the Bank reserves any rights it may
have against any Obligor or any other member of the Group or a third party under any Finance Document, any other agreement or statutory
provisions in relation to any such breach, default or event of default or termination rights. The agreements in Clause 3 (Standstill)
do not constitute a waiver or forgiveness of any right or claim, but are only agreements to refrain from exercising the rights, in each
case referred to therein during the Standstill Period only.
Without
limiting the foregoing, no failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under
this Agreement shall be construed as a waiver of such right or remedy. The rights and remedies provided in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law.
Each Obligor
hereby confirms that the Guarantees are not invalidated, reduced, prejudiced or released by or as a result of this Agreement and
remain valid and in full force and effect.
The Bank
may terminate this Agreement (other than with respect to Clauses 1 (Definitions and Interpretation), 7 (Costs and Expenses),
14 (Governing Law) and 16 (Place of Jurisdiction)) by giving notice thereof to the Borrower (the "Termination Notice")
if:
| (a) | an
event of default, termination right or cancellation right under a Finance Document occurs
and is continuing other than a Relevant Default; |
| (b) | any
representation or warranty or statement made or deemed to be made by the Borrower or any
other Obligor in this Agreement is or proves to have been incorrect or misleading in any
material respect when made or deemed to be made, unless the circumstances giving rise to
the misrepresentation, breach of warranty or misstatement: |
| (i) | are
capable of remedy; and |
| (ii) | are
remedied within five (5) Business Days of the earlier of the Bank giving notice of the misrepresentation,
breach of warranty or misstatement to the Borrower and any Obligor becoming aware of the
misrepresentation, breach of warranty or misstatement; |
| (c) | any
of the Obligors, as applicable, fails to comply with the undertakings and/or obligations
in this Agreement (including, for the avoidance of doubt, the undertaking in Clause 4.2(e)
of this Agreement), unless such failure is capable of remedy and is actually remedied within
five (5) Business Days of the earlier of (i) the Bank giving notice of such failure to the
Borrower or the relevant Obligor and (ii) the Borrower or the relevant Obligor becoming aware
of the failure to comply; |
| (d) | a
Material Change to the Restructuring occurs; |
| (e) | the
Liquidity Forecast shows a negative liquidity shortfall within the thirteen weeks rolling
cash-flow forecast period; |
| (f) | the
instruction to prepare the final Restructuring Opinion is rescinded, repealed and/or terminated; |
| (g) | the
Bank has terminated the Finance Contract; or |
| (h) | one
of the Obligors is either illiquid or over-indebted or initiates voluntarily proceedings
for the winding up, liquidation, administration or restructuring of the relevant Obligor.
|
| 6.2 | Effect
of Termination Notice |
Upon delivery
of a Termination Notice by the Bank to the Borrower and subject to Clause 6.3, this Agreement shall no longer be binding.
| 6.3 | Survival
of certain Clauses |
Clauses 1
(Definitions and Interpretation), 7 (Costs and Expenses), 14 (Governing Law) and 16 (Place of Jurisdiction)
shall remain in full force and effect notwithstanding the termination of this Agreement pursuant to Clauses 6.1 (Termination
Notice) and 6.2 (Effect of Termination Notice) above.
| (i) | receives
notice from a Party referring to this Agreement, describing a Termination Event and stating
that the event is a Termination Event; or |
| (ii) | is
aware of the non-payment of any amounts owed by the Obligors to the Bank, |
it
must promptly notify the Bank.
Each
of the Obligors shall, without undue delay, but in any case within ten (10) Business Days, on demand pay (or procure payment) to the
Bank the amount of all costs, charges, fees, stamp duties and expenses (including fees for legal advisers) reasonably incurred by the
Bank directly or indirectly in connection with the negotiation, preparation, translation, notarisation, printing, entry into and execution,
performance, amendment, enforcement, or the preservation of any rights under this Agreement, or any waiver or consent in relation thereto,
in each case together with any applicable value added tax or other taxes.
| 8. | No
Amendments of Finance Documents |
This Agreement
does not amend, cancel or extinguish any Finance Document or any of the terms of any Finance Document provided that if there is any conflict
between the terms of any Finance Document and this Agreement, the provisions of this Agreement shall prevail.
| 9. | Schedules
and Finance Documents |
| 9.1 | The
Schedules hereto are an integral part of this Agreement and any references to this Agreement
includes this Agreement and the Schedules as a whole. |
| 9.2 | The
Borrower and the Bank designate this Agreement as a Finance Document under the Finance Contract. |
| 10. | Amendments
in written form |
Any amendment
to, or waiver in relation to or modification of, this Agreement, including this Clause 10 (Amendments in written form), shall
be effective only if made in writing and signed by each Party.
Any notice
or other communication given under this Agreement must be in writing.
Notices
and other communications, for which fixed periods are laid down in this Agreement or which themselves fix periods binding on the addressee,
may be made by hand delivery, registered letter or facsimile. Such notices and communications shall be deemed to have been received by
the other Party on the date of delivery in relation to a hand-delivered or registered letter or on receipt of transmission in relation
to a facsimile.
Other
notices and communications may be made by hand delivery, registered letter or facsimile or, to the extent agreed by the Parties by written
agreement, by email or other electronic communication.
Without
affecting the validity of any notice delivered by facsimile according to the paragraphs above, a copy of each notice delivered by facsimile
shall also be sent by letter to the relevant Party on the next following Business Day at the latest.
Notices
issued by the Borrower or any Guarantor pursuant to any provision of this Agreement shall, where required by the Bank, be delivered to
the Bank together with satisfactory evidence of the authority of the person or persons authorised to sign such notice on behalf of the
Borrower or such Guarantor, as applicable, and the authenticated specimen signature of such person or persons.
If at
any time any term of this Agreement is or becomes illegal, invalid or unenforceable in any respect, or this Agreement is or becomes ineffective
in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect:
| (a) | the
legality, validity or enforceability in that jurisdiction of any other term of this Agreement
or the effectiveness in any other respect of this Agreement in that jurisdiction; or |
| (b) | the
legality, validity or enforceability in other jurisdictions of that or any other term of
this Agreement or the effectiveness of this Agreement under the laws of such other jurisdictions. |
This Agreement
constitutes the entire agreement between the Parties in relation to its subject matter, and supersedes any previous agreement, whether
express or implied, on the same matter.
This Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each counterpart
is an original, but all counterparts shall together constitute one and the same instrument.
This Agreement
and any non-contractual obligations arising out of or in connection with this Agreement shall be governed the laws of England and Wales.
| (a) | The
courts of England and Wales have exclusive jurisdiction to settle any dispute (a "Dispute")
arising out of or in connection with this Agreement (including a dispute relating to the
existence, validity or termination of this Agreement or the consequences of its nullity)
or any non-contractual obligation arising out of or in connection with this Agreement. |
| (b) | The
Parties agree that the courts of England and Wales are the most appropriate and convenient
courts to settle Disputes between them and, accordingly, no Party will argue to the contrary. |
| (c) | Without
prejudice to any other mode of service allowed under any relevant law, each of the Borrower
and each Guarantor irrevocably appoints Vistra (UK) Ltd., 3rd Floor 11-12 St.
James’s Square London SW1Y, United Kingdom as its agent of service for the purposes
of accepting service on its behalf of any writ, notice, order, judgment or other legal process.
Each of the Borrower and each Guarantor agrees that failure by a process agent to notify
it of the process will not invalidate the proceedings concerned. |
THIS
AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
Signatures
The Borrower
For and on behalf
of
CURETIS GMBH
|
|
|
/s/ Albert Weber |
|
/s/ Johannes Bacher |
Name: Albert Weber |
|
Name:
Johannes Bacher |
Title: Managing
Director |
|
Title: Managing Director |
|
|
|
The Guarantors
For and on behalf
of
OpGen
INC
|
|
|
/s/ Oliver Schacht |
|
/s/ Albert Weber |
Name: Oliver Schacht |
|
Name: Albert Weber |
Title: Chief Executive
Officer |
|
Title: Chief Financial Officer |
|
|
|
Ares
Genetics GmbH
|
|
|
/s/ Arne Materna |
|
|
Name: Dr. Arne Materna |
|
|
Title: Managing
Director |
|
|
|
|
|
The Bank
For and on behalf
of
THE
EUROPEAN INVESTMENT BANK
|
|
|
/s/ Maria-Teresa
Massaad |
|
/s/ Oksana Vlasenko |
Name: Maria-Teresa
Massaad |
|
Name: Oksana Vlasenko |
Title: Head of
Division |
|
Title: Investment Officer |
|
|
|
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Jun 2024 to Jul 2024
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Jul 2023 to Jul 2024