ROCKVILLE, Md., Sept. 30, 2022 (GLOBE NEWSWIRE) — OpGen, Inc. (Nasdaq: OPGN, “OpGen” or the “Company”), a precision medication firm harnessing the facility of molecular diagnostics and bioinformatics to assist fight infectious illness, in the present day introduced that it has entered right into a securities buy settlement with a single institutional investor for the acquisition and sale in a registered direct providing of 9,660,000 shares of the Company’s frequent inventory (or frequent inventory equivalents), 33,810 shares of Series C mirroring most popular inventory (“Series C Preferred”) and, in a concurrent personal placement, unregistered warrants to buy as much as an combination of 9,660,000 shares of frequent inventory, at a purchase order worth of $0.35 per share (or frequent inventory equal). Each share of Series C Preferred Stock has a said worth of $0.01 per share and can routinely terminate on the date that the Company results a reverse inventory cut up of the Company’s shares of frequent inventory. The warrants have an train worth of $0.377 per share, will change into exercisable six months following the date of issuance and can expire 5 and one-half years following the date of issuance. The closing of the providing is anticipated to happen on or about October 3, 2022, topic to the satisfaction of customary closing situations.
H.C. Wainwright & Co. is appearing because the unique placement agent for the providing.
The Company expects to name a particular assembly of stockholders for the approval of a proposal to impact a reverse inventory cut up of the Company’s frequent inventory (the “Proposal”). The Series C Preferred has voting rights on the Proposal equal to 100,000 votes per share of Series C Preferred, supplied that any votes forged by the Series C Preferred with respect to the Proposal should be counted by the Company in the identical proportion because the shares of frequent inventory voted on the Proposal.
Total gross proceeds from the providing, earlier than deducting the position agent’s charges and different estimated providing bills, is anticipated to be roughly $3.38 million. The Company intends to make use of the online proceeds from this providing to: (i) proceed commercialization of the FDA-cleared Acuitas AMR Gene Panel take a look at for isolates within the U.S.; (ii) commercialize our different merchandise with a deal with the Unyvero platform and diagnostic assessments; (iii) assist additional improvement and commercialization of the Ares Genetics database; (iv) assist directed gross sales and advertising efforts to the purchasers and collaborators for our services; (v) put money into manufacturing and operations infrastructure to assist gross sales of merchandise; and (vi) the compensation of sure excellent indebtedness of the Company. OpGen intends to make use of the remaining internet proceeds for working capital and different common company functions.
The securities described above (excluding the warrants and the shares of frequent inventory issuable thereunder) are being supplied pursuant to a “shelf” registration assertion on Form S-3 (333-258646), which was declared efficient by the Securities and Exchange fee (the “SEC”) on August 19, 2021. The providing is being made solely by way of a prospectus complement and a prospectus that type part of the registration assertion. A closing prospectus complement and accompanying prospectus referring to the securities being supplied within the registered direct providing shall be filed with the SEC. Electronic copies of the ultimate prospectus complement and accompanying prospectus could also be obtained, when out there, on the SEC’s web site at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, third Floor, New York, NY 10022, by cellphone at (212) 856-5711 or e-mail at [email protected].
The warrants described above had been supplied in a non-public placement below Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, together with the shares of frequent inventory underlying the warrants, haven’t been registered below the Act, or relevant state securities legal guidelines. Accordingly, the warrants and underlying shares of frequent inventory is probably not supplied or offered within the United States besides pursuant to an efficient registration assertion or an relevant exemption from the registration necessities of the Act and such relevant state securities legal guidelines.
The Company additionally has agreed that sure present warrants to buy as much as an combination of 14,829,751 shares of frequent inventory of the Company that had been beforehand issued to the investor, with train costs starting from $2.05 to $65.00 per share and expiration dates starting from February 2023 to April 2027, shall be amended efficient upon the closing of the registered direct providing in order that the amended warrants may have a diminished train worth of $0.377 per share, won’t be exercisable till six months following the closing of the registered direct providing and can expire 5 and one-half years following the closing of the registered direct providing.
This press launch shall not represent a suggestion to promote or a solicitation of a suggestion to purchase these securities, nor shall there be any sale of those securities in any state or different jurisdiction during which such provide, solicitation or sale can be illegal previous to the registration or qualification below the securities legal guidelines of any such state or different jurisdiction.
Additional info relating to the securities described above and the phrases of the providing are included in a Current Report on Form 8-Okay to be filed with the SEC.
About OpGen, Inc.
OpGen, Inc. (Rockville, MD, U.S.A.) is a precision medication firm harnessing the facility of molecular diagnostics and bioinformatics to assist fight infectious illness. Along with our subsidiaries, Curetis GmbH and Ares Genetics GmbH, we’re growing and commercializing molecular microbiology options serving to to information clinicians with extra fast and actionable details about life threatening infections to enhance affected person outcomes, and reduce the unfold of infections attributable to multidrug-resistant microorganisms, or MDROs. OpGen’s present product portfolio contains Unyvero, Acuitas AMR Gene Panel, and the ARES Technology Platform together with ARESdb, NGS expertise and AI-powered bioinformatics options for antibiotic response prediction together with ARESiss, ARESid, and AREScloud, in addition to the Curetis CE-IVD-marked PCR-based SARS-CoV-2 take a look at package.
For extra info, please go to www.opgen.com.
Forward-Looking Statements
This press launch contains statements relating to the Company’s registered direct providing and using proceeds therefrom. These statements and different statements relating to OpGen’s future plans and objectives represent “forward-looking statements” throughout the that means of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are supposed to qualify for the protected harbor from legal responsibility established by the Private Securities Litigation Reform Act of 1995. Such statements are topic to dangers and uncertainties which might be usually tough to foretell, are past our management, and which can trigger outcomes to vary materially from expectations. Factors that would trigger our outcomes to vary materially from these described embody, however usually are not restricted to, the success of our commercialization efforts, our capability to efficiently, well timed and cost-effectively develop, search and procure regulatory clearance for and commercialize our product and providers choices, the speed of adoption of our services by hospitals and different healthcare suppliers, the truth that we could not successfully use proceeds from current financings, the continued realization of anticipated advantages of our business mixture transaction with Curetis GmbH, the continued affect of COVID-19 on the Company’s operations, monetary outcomes, and commercialization efforts in addition to on capital markets and common financial situations, our capability to fulfill debt obligations below our mortgage with the European Investment Bank, the impact of the navy motion in Russia and Ukraine on our distributors, collaborators and repair suppliers, our liquidity and dealing capital necessities, the impact on our business of present and new regulatory necessities, and different financial and aggressive elements. For a dialogue of probably the most important dangers and uncertainties related to OpGen’s business, please evaluate our filings with the Securities and Exchange Commission. You are cautioned to not place undue reliance on these forward-looking statements, that are based mostly on our expectations as of the date of this press launch and converse solely as of the date of this press launch. We undertake no obligation to publicly replace or revise any forward-looking assertion, whether or not on account of new info, future occasions or in any other case, besides as required by legislation.
OpGen:
Oliver Schacht
President and CEO
[email protected]
OpGen Press Contact:
Matthew Bretzius
FischTank Marketing and PR
[email protected]
OpGen Investor Contact:
Alyssa Factor
Edison Group
[email protected]
