Item 1.01 - Entry into a Material Definitive Agreement.
As previously reported, on February 11, 2020, OpGen, Inc. (the "Company")
entered into an At the Market Offering Agreement (the "Sales Agreement") with
H.C. Wainwright & Co., LLC ("Wainwright"), pursuant to which the Company may
sell, from time to time, in an "at the market offering," at its option, shares
(the "Shares") of the Company's common stock, $0.01 par value per share, through
On November 13, 2020, the Company entered into an amended and restated Sales
Agreement (the "Amendment"), with Wainwright and BTIG, LLC ("BTIG" and, together
with Wainwright, the "Agents"), pursuant to which BTIG was added as an
additional sales agent under the Sales Agreement.
Under the Sales Agreement as modified by the Amendment, the Company will pay the
applicable Agent a commission equal to three percent (3.0%) of the gross sales
proceeds of any Shares sold through such Agent under the Sales Agreement. The
Shares to be sold under the Sales Agreement as amended by the Amendment, if any,
will be issued and sold by methods deemed to be an "at the market offering" as
defined in Rule 415 promulgated under the Securities Act of 1933, including,
without limitation, sales made by means of ordinary brokers' transactions on the
NASDAQ Capital Market or otherwise at market prices prevailing at the time of
sale, in block transactions, or otherwise as directed by the Company.
The Sales Agreement as amended by the Amendment is filed as Exhibit 1.1 to this
report and the foregoing description of the Sales Agreement is qualified in its
entirety by reference to such exhibit.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the Shares, nor shall there be any sale of the
Shares in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Item 8.01 - Other Events.
On November 12, 2020, the Company issued a press release announcing the
commercial launch of a next-generation sequencing-based antibiotic resistance
testing service by its subsidiary, Ares Genetics GmbH. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
Item 9.01 - Financial Statements and Exhibits.
1.1 Amended and Restated At the Market Offering Agreement, dated November 13,
2020, by and among OpGen, Inc., H.C. Wainwright & Co., LLC and BTIG, LLC
5.1 Opinion of Ballard Spahr LLP
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)
99.1 Press Release, dated November 12, 2020
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