Item 1.01. Entry Into a Material Definitive Agreement.
Securities Purchase Agreement
On November 23, 2020, OpGen, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "Purchase Agreement") with an accredited investor (the
"Investor"), pursuant to which the Company agreed to issue and sell to the
Investor in a private placement (i) an aggregate of 2,245,400 shares of common
stock (the "Shares"), par value $0.01 per share (the "Common Stock") (ii)
warrants to purchase an aggregate of 4,842,615 shares of Common Stock (the
"Common Warrants"), and (iii) pre-funded warrants to purchase an aggregate of
2,597,215 shares of Common Stock (the "Pre-Funded Warrants" and, together with
the Common Warrants, the "Warrants"), for aggregate gross proceeds of
approximately $10 million before deducting the placement agent's fees and the
Company's offering expenses (collectively, the "Offering"). The Offering is
expected to close on or about November 25, 2020, subject to satisfaction of
customary closing conditions.
Each Common Warrant has an exercise price per share of Common Stock equal to
$1.94 per share and is exercisable beginning on the sixth month anniversary of
the date of issuance and will have a term of five and a half years. Each
Pre-Funded Warrant has an exercise price per share of Common Stock equal to
$0.01 per share. The exercise price and the number of shares of Common Stock
issuable upon exercise of each Warrant is subject to appropriate adjustments in
the event of certain stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the Common Stock. In
addition, in certain circumstances, upon a fundamental transaction, a holder of
Warrants will be entitled to receive, upon exercise of the Warrants, the kind
and amount of securities, cash or other property that such holder would have
received had they exercised the Warrants immediately prior to the fundamental
transaction? provided, however, that in the event of a fundamental transaction
where the consideration consists solely of cash, solely of marketable securities
or a combination thereof, each Warrant will be deemed to be exercised in full in
a cashless exercise effective immediately prior to and contingent upon the
consummation of such fundamental transaction.
The Company may not effect the exercise of certain Warrants, and the applicable
holder will not be entitled to exercise any portion of any such Warrant, which,
upon giving effect to such exercise, would cause the aggregate number of shares
of Common Stock beneficially owned by the holder of such Warrant (together with
its affiliates) to exceed 4.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of such Warrants.
The Purchase Agreement requires the Company to file a registration statement
with the Securities and Exchange Commission (the "Commission") to register the
resale by the Investor of the Shares and the shares issuable upon exercise of
the Warrants as soon as practicable, and in any event, no more than two (2) days
after the date of the Purchase Agreement.
The representations, warranties and covenants contained in the Purchase
Agreement were made solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Purchase Agreement is incorporated herein by reference
only to provide investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
Securities and Exchange Commission.
The foregoing description of the Purchase Agreement, Common Warrants and
Pre-Funded Warrants do not purport to be complete and are qualified in their
entirety by reference to the full text of the form of Purchase Agreement, Common
Warrants and Pre-Funded Warrants, which are filed as Exhibits 10.1, 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
Placement Agent Agreement
Alliance Global Partners (the "Placement Agent") acted as the exclusive
placement agent in connection with the Offering pursuant to the terms of a
placement agent agreement, dated November 23, 2020, between the Company and the
Placement Agent (the "Placement Agent Agreement"). Pursuant to the Placement
Agent Agreement, the Company agreed to pay the Placement Agent a fee equal to
7.0% of the aggregate gross proceeds from the Offering. The Placement Agent has
agreed to reimburse the Company for expenses incurred in connection with the
Offering in an amount equal to 0.5% of the gross proceeds of the Offering. In
addition to the cash fee, the Company agreed to issue to the Placement Agent
warrants to purchase an aggregate of up to five percent (5%) of the aggregate
number of Shares, and shares of Common Stock issuable upon exercise of the
Pre-Funded Warrants, sold in the Offering (the "Placement Agent Warrants"). The
Placement Agent Warrants shall generally be on the same terms and conditions as
the Warrants and shall have an initial exercise price of $2.522 per share.
The Company intends to use the net proceeds from the Offering to support
research and development and regulatory activities in support of the Company's
FDA 510(k) submissions for the Acuitas AMR Gene Panel test, commercialize the
Company's products with a focus on the Unyvero platform and diagnostic tests,
and the Acuitas AMR Gene Panel test for isolates, support further development
and commercialization of the Ares Genetics database and Acuitas Lighthouse
Software, support directed sales and marketing efforts to the customers and
collaborators for the Company's products, and invest in manufacturing and
operations infrastructure to support sales of products. The Company intends to
use the remaining net proceeds for working capital and other general corporate
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the Offering described in Item 1.01 of this Current Report on Form
8-K, which description is incorporated by reference into this Item 3.02 in its
entirety, on November 23, 2020, the Company sold the Shares and Warrants to
"accredited investors," as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated under the Securities Act. The Investor represented that
it was acquiring the Shares and Warrants for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof. Accordingly, neither the Shares nor the Warrants have been registered
under the Securities Act and such securities may not be offered or sold in the
United States absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an
offer to sell or the solicitation of an offer to buy shares of Common Stock or
other securities of the Company.
Item 8.01. Other Events.
On November 24, 2020, the Company issued a press release announcing the Offering
and the entry into the Purchase Agreement. Copies of such press release is
attached to this Current Report on Form 8-K as Exhibits 99.1.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
4.1 Form of Common Stock Purchase Warrant.
4.2 Form of Pre-Funded Common Stock Purchase Warrant.
10.1 Form of Securities Purchase Agreement, dated November 23, 2020, by and
between OpGen, Inc. and the purchaser party thereto.
10.2 Placement Agent Agreement, dated November 23, 2020, by and between OpGen,
Inc. and Alliance Global Partners.
99.1 Press release dated November 24, 2020.
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