Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the closing, the Company assumed all of the liabilities of the Seller solely
and exclusively related to the acquired business, which is providing innovative
solutions, through development of proprietary platforms, diagnostic content,
applied bioinformatics, lab services, research services and commercial
collaborations and agreements, for molecular microbiology, diagnostics designed
to address the global challenge of detecting severe infectious diseases and
identifying antibiotic resistances in hospitalized patient (the "Curetis
Business"). Pursuant to the Implementation Agreement, the Company also assumed
and adopted the Seller Stock Option Plan as an Amended and Restated Stock Option
Plan of the Company. In connection with the foregoing, the Company assumed all
awards thereunder that were outstanding as of the Closing Date and converted
such awards into options to purchase shares of Common Stock pursuant to the
terms of the applicable award. In addition, the Company assumed, at the closing,
all of the outstanding convertible notes issued by Seller in favor of YA II PN,
LTD, pursuant to the previously disclosed Assignment of the Agreement for the
Issuance of and Subscription to Notes Convertible into Shares, dated
The foregoing summary of certain terms of the Implementation Agreement, the Amended and Restated Stock Option Plan, and the Assignment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents. The Implementation Agreement and the Assignment Agreement are incorporated by reference as Exhibits 2.1 and 10.2 to this Current Report on Form 8-K, and the Amended and Restated Stock Option Plan is attached to this Current Report on Form 8-K as Exhibit 10.1, each of such exhibits are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Certain Directors and Officers
Effective upon the consummation of the Transaction, and pursuant to the terms of
the Implementation Agreement, (a)
The foregoing summary of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.4 and incorporated herein by reference.
Board of Directors
In connection with the closing of the Transaction and pursuant to the
Implementation Agreement, effective as of
The Company will enter into its standard form of Indemnification Agreement with
each of
The biographies of the newly appointed independent directors are set forth
below. See below for the biography of
·
since its initial public offering ("IPO") in 2015 untilApril 1, 2020 . Mr. Crovetto has been working as an independent advisor on M&A and corporate projects, notably integrations, divestments and financings since 2011. From 1999 to 2011, he was the Chief Financial Officer ("CFO") ofEurand NV (Specialty Pharmaceuticals ), which he took public to Nasdaq in 2007. From 1990 to 1999, he held various senior business positions at Recordati (Pharmaceuticals), including VP of Corporate Development, Division Manager of Diagnostics and Chief Financial Officer. Prior to that, he held various positions at Montedison (Specialty Chemicals),Digital Equipment Corporation , Mobil and SIAR (Management Consulting ).Mr. Crovetto holds a BSc in Economics from the Università Cattolica del Sacro Cuore,Milan and a Master's degree in Business Economics fromHarvard University ,Cambridge, MA.
·
2016 untilApril 1, 2020 . Until her retirement inDecember 2016 , she was President and CEO and a member of the board of directors ofCempra Pharmaceuticals , a company she founded. In 2012, she led the IPO and listing on Nasdaq for Cempra. Her career of more than four decades has focused on anti-infectives, first on clinical microbiology and infectious diseases and subsequently on pharmaceutical discovery and development. Prior to Cempra, Dr. Fernandes held executive leadership positions at pharmaceutical corporations includingBristol-Myers Squibb Pharmaceutical Research Institute , Abbott Laboratories andThe Squibb Institute for Medical Research . She serves on the editorial board of several journals and she has authored numerous publications and numerous reviews and book chapters and serves as an advisor to threeU.S. based biotechnology companies. In 2017, she was appointed to the National Biodefense Science Board (NBSB) in theHealth and Human Services department of theU.S. government and in 2018 she was appointed its Chairperson. In 2018, she was appointed to theScientific Advisory Board of Global Antibiotic Research & Development Partnership (GARDP), a joint initiative of DNDi and the WHO, which aims to develop and deliver new treatments for bacterial infections, and made Chair of it inNovember 2019 . Finally,Dr. Fernandes joined the Aelin Therapeutics Board in Leven,Belgium , a company founded on protein aggregation technology that discovers and develops oncology and antibiotic products. Dr. Fernandes obtained her MSc inIndia , and did a Ph.D. and post-doctoral fellowship in bacterial cell membranes and clinical and public health microbiology.
·
since its IPO in 2015 until
with more than 30 years of experience in the healthcare industry. During his
14-year career at Becton, Dickinson and Company (BD, 1998-2012),
held several senior leadership positions, including roles as Worldwide
President of
segment of BD. He was also an Executive Officer of BD, and was responsible for
corporate strategy and merger and acquisition functions for all of BD's
businesses. Furthermore, he founded
Becton, Dickinson and Co. Prior to Becton Dickinson, he served in senior
business development positions at Johnson & Johnson and Pfizer Inc.
also served as president at
over 20 successful acquisitions and divestitures. He was director of Andor
Conticare Medical,
Institute, BIO, the
LLC (since 2013),
2014), and as a member of the
2013).
including serving on the Advisory Councils of the
Life Sciences (since 2013) and Entrepreneurship at Cornell (since 2015). He
also was appointed to the
Dean's Council (2016) and served as a Venture Consultant for Cornell's
Blackstone Launchpad (2016). Moreover, he is on the Editorial Board of the
journal Clinical and Translational Medicine.
in International Business from
and has been a lecturer on entrepreneurship in life sciences, innovation . . .
Item 8.01 Other Information.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The required financial statements and pro forma financial information related to
the acquisition of the Curetis Business are not filed with this Current Report
on Form 8-K.
The following exhibits are filed or furnished herewith:
Exhibit No. Document 2.1 Implementation Agreement, dated as ofSeptember 4, 2019 , by and among Curetis N.V., as Seller, andCrystal GmbH , asPurchaser andOpGen, Inc. (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onSeptember 4, 2019 ) 10.1 *! Amended and Restated Stock Option Plan 10.2 Assignment of the Agreement for the Issuance of and Subscription to Notes Convertible into Shares, datedFebruary 24, 2020 , amongOpGen, Inc. , YA II PN, LTD, and Curetis N.V. (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onFebruary 28, 2020 ) 10.3 ! Executive Change In Control and Severance Benefits Agreement, datedSeptember 24, 2018 betweenOpGen, Inc. andEvan Jones (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed onSeptember 25, 2018 ) 10.4 *! Transition Agreement betweenOpGen, Inc. andEvan Jones 10.5 Form of Indemnification Agreement (incorporated by reference to the Company's Registration Statement on Form S-1 filed with theSEC onMarch 3, 2015 ) 10.6 *! Amended and Restated Management Services Agreement, datedApril 2, 2020 , by and betweenOpGen, Inc. andOliver Schacht 99.1 * Press Release issued byOpGen, Inc. datedApril 1, 2020 * Filed herewith. ! Management or compensatory agreement.
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