OpGen, Inc. (NasdaqCM:OPGN) entered into a definitive agreement to acquire Curetis AG (“Curetis”) from Curetis N.V. (ENXTAM:CURE) for $13.2 million on September 4, 2019. Upon closing, Curetis N.V., holding company of Curetis AG, will be entitled to receive 2.66 million new shares of common stock of OpGen excluding the number of shares to be reserved for issuance to current holders of options, phantom stock and convertible debt securities issued by Curetis N.V., representing approximately 72.5% of the outstanding equity of OpGen. As of the date if the issue of the prospectus dated November 12, 2019, the anticipated accounting treatment differs from the anticipated accounting treatment as of the date of the execution of the Implementation Agreement, as a result of the dilution caused by the October 2019 Offering. As a result, the number of shares of common stock to be reserved for the consideration represents 32.3% of the outstanding common stock of OpGen.

In the event of termination, OpGen, Inc. and Curetis shall pay a termination fee of $0.5 million. Following the closing, combined company will be headquartered in Gaithersburg, MD, USA. Upon closing, the combined company's Board of Directors will be chaired by William Rhodes, Chairman of the Curetis Supervisory Board and will consist of four representatives named by Curetis and two by OpGen. Evan Jones, Chairman, President and Chief Executive Officer of OpGen, will join the combined company's Board of Directors in a non-executive role. The senior management team of the combined company will consist of Oliver Schacht, Chief Executive Officer of Curetis, as the combined company's Chief Executive Officer and Timothy C. Dec, Chief Financial Officer of OpGen, as the Chief Financial Officer of the combined company and additional representatives from the two companies. As of December 2, 2019, OpGen, Inc. announced that it has filed its formal response to the FDA's Additional Information Request letter regarding Curetis' filing for 510(k) clearance of the Unyvero LRT – Lower Respiratory Tract Application Cartridge for bronchoalveolar lavage (BAL) samples, The European Investment Bank (the “EIB”), has advised Curetis GmbH that the proposed merger between Curetis and OpGen has been formally approved, subject to appropriate loan guarantees and legal documentation and on October 28, 2019, OpGen completed a $9.4 million public offering.

The transaction is subject to approval by shareholders of Curetis and OpGen, consents from certain debt financing providers of Curetis, approval from third parties, effectiveness of registration statement on Form S-4, the new shares of OpGen's common stock to be issued in connection with the transaction having been approved for listing on Nasdaq and OpGen having secured additional funding prior to closing of the transaction. The transaction has been unanimously approved by Board of Directors of Curetis AG and OpGen. As of November 12, 2019, the Board of Directors of OpGen unanimously recommend its shareholders to vote for the transaction. The special meeting of OpGen, Inc. stockholders will be held on March 10, 2020 to approve the transaction. As of January 23, 2020, the registration statement has been declared effective. As of March 10, 2020, the shareholders of Curetis N.V. approved the acquisition. As of March 23, 2020, a quorum has been achieved for OpGen's upcoming special meeting of shareholders to be held on March 30, 2020 at which shareholders will vote on the approval of the business combination transaction. Of those OpGen shareholders who have voted on the business combination proposal, more than 99% have voted in support of the transaction. The transaction is expected to close by early 2020. As of March 30, 2020, OpGen shareholders have approved the transaction. This being the last approval of the transaction, the closing of the transaction under such definitive agreement is expected in the next several days.

Jeff Ellis of Crosstree Capital Partners, Inc. acted as financial advisor and fairness opinion provider, and Mary J. Mullany of Ballard Spahr LLP acted as legal advisor to OpGen. H.C. Wainwright & Co., LLC acted as financial advisor and Jan Willem de Boer, Guido Portier, Bas van Niekerk and Ashika Baan from Amsterdam Office, Scott I. Sonnenblick, Tyler Holt and Jonathan Gafni from New York office, Andreas Dehio and Urs Lewens from Frankfurt offuce and Kristina Klaaßen-Kaiser from Düsseldorf office of Linklaters LLP acted as the legal advisor to Curetis. OpGen has agreed to pay Crosstree fees of approximately $0.48 million, of which $0.05 million has been paid in the form of retainer payments and of which $0.2 million has been paid or became payable upon delivery of the Opinion. The remainder will be payable only upon the completion of the transaction.

OpGen, Inc. (NasdaqCM:OPGN) completed the acquisition of Curetis AG (“Curetis”) from Curetis N.V. (ENXTAM:CURE) on September 4, 2019. As per announcement of May 7, 2020, Curetis N.V. received 2.03 million shares of common stock of OpGen.