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    OPGN   US68373L3078

OPGEN, INC.

(OPGN)
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OpGen : Note 2 - Going Concern and Management's Plans

05/14/2021 | 04:32pm EDT

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred, and continues to incur, significant losses from operations. The Company has funded its operations primarily through external investor financing arrangements and significant actions taken by the Company, including the following:

· On March 9, 2021, the Company entered into a Warrant Exercise Agreement (the

   "Exercise Agreement") with the institutional investor (the "Holder") from our
   2020 PIPE financing (see discussion below for a description of the 2020 PIPE).
   Pursuant to the Exercise Agreement, in order to induce the Holder to exercise
   all of the remaining 4,842,615 outstanding warrants (the "Existing Warrants")
   for cash, pursuant to the terms of and subject to beneficial ownership
   limitations contained in the Existing Warrants, the Company agreed to issue to
   the Holder new warrants (the "New Warrants") to purchase 0.65 shares of common
   stock for each share of common stock issued upon such exercise of the remaining
   4,842,615 outstanding Existing Warrants pursuant to the Exercise Agreement or
   an aggregate of 3,147,700 New Warrants. The terms of the New Warrants are
   substantially similar to those of the Existing Warrants, except that the New
   Warrants have an exercise price of $3.56. The New Warrants are immediately
   exercisable and will expire five years from the date of the Exercise Agreement.
   The Holder paid an aggregate of $255,751 to the Company for the purchase of the
   New Warrants. The Company received aggregate gross proceeds before expenses of
   approximately $9.65 million from the exercise of all of the remaining 4,842,615
   outstanding Existing Warrants held by the Holder and the payment of the
   purchase price for the New Warrants (together, the "2021 Warrant Exercise"). As
   additional compensation, A.G.P./Alliance Global Partners will receive a cash
   fee equal to $200,000 upon the cash exercise in full of the New Warrants.




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· On February 11, 2021, the Company closed a registered direct offering (the

   "February 2021 Offering") with a single U.S.-based, healthcare-focused
   institutional investor for the purchase of (i) 2,784,184 shares of common stock
   and (ii) 5,549,149 pre-funded warrants, with each pre-funded warrant
   exercisable for one share of common stock. The Company also issued to the
   investor, in a concurrent private placement, unregistered common share purchase
   warrants to purchase 4,166,666 shares of the Company's common stock. Each share
   of common stock and accompanying common warrant were sold together at a
   combined offering price of $3.00, and each pre-funded warrant and accompanying
   common warrant were sold together at a combined offering price of $2.99. The
   pre-funded warrants are immediately exercisable, at an exercise price of $0.01,
   and may be exercised at any time until all of the pre-funded warrants are
   exercised in full. The common warrants will have an exercise price of $3.55 per
   share, will be exercisable commencing on the six-month anniversary of the date
   of issuance, and will expire five and one-half (5.5) years from the date of
   issuance. The February 2021 Offering raised aggregate net proceeds of $23.5
   million, and gross proceeds of $25.0 million. As of March 31, 2021, all
   5,549,149 pre-funded warrants issued in the February 2021 Offering have been
   exercised.

· On November 25, 2020, the Company closed a private placement (the "2020 PIPE")

   with one healthcare-focused U.S. institutional investor for the purchase of (i)
   2,245,400 shares of common stock, (ii) 4,842,615 warrants to purchase shares of
   common stock and (iii) 2,597,215 pre-funded warrants, with each pre-funded
   warrant exercisable for one share of common stock. Each share of common stock
   and accompanying common warrant were sold together at a combined offering price
   of $2.065, and each pre-funded warrant and accompanying common warrant were
   sold together at a combined offering price of $2.055. The common warrants have
   an exercise price of $1.94 per share, and are exercisable commencing on the
   six-month anniversary of the date of issuance, and will expire five and
   one-half (5.5) years from the date of issuance. The 2020 PIPE raised aggregate
   net proceeds of $9.3 million, and gross proceeds of $10.0 million. As of
   December 31, 2020, all 2,597,215 pre-funded warrants issued in the 2020 PIPE
   have been exercised.



· On February 11, 2020, the Company entered into an At the Market Common Offering

(the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), which was

amended and restated on November 13, 2020 to add BTIG, LLC ("BTIG"), pursuant

to which the Company may offer and sell from time to time in an "at the market

offering", at its option, up to an aggregate of $22.1 million of shares of the

Company's common stock through the sales agents (the "2020 ATM Offering").

During the year ended December 31, 2020, the Company sold 7,521,610 shares of

its common stock under the 2020 ATM Offering resulting in aggregate net

proceeds to the Company of approximately $15.8 million, and gross proceeds of

$16.7 million.

To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, strategic financings or other transactions, additional equity financings, debt financings and other funding transactions, licensing and/or partnering arrangements. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. The Company believes that current cash will be sufficient to fund operations into the second quarter of 2022. This has led management to conclude that substantial doubt about the Company's ability to continue as a going concern exists. In the event the Company is unable to successfully raise additional capital during or before the end of the second quarter of 2022, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. Accordingly, in such circumstances, the Company would be compelled to immediately reduce general and administrative expenses and delay research and development projects, pause or abort clinical trials including the purchase of scientific equipment and supplies, until it is able to obtain sufficient financing. If such sufficient financing is not received on a timely basis, the Company would then need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection.

Note 3 - Summary of Significant Accounting Policies

Basis of presentation and consolidation

The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company recommends that the unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K. In the opinion of management, all adjustments that are necessary for a fair presentation of the Company's financial position for the periods presented have been reflected. All adjustments are of a normal, recurring nature, unless otherwise stated. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The December 31, 2020 consolidated balance sheet included herein was derived from the audited consolidated financial statements, but does not include all disclosures including notes required by GAAP for complete financial statements.



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The accompanying unaudited condensed consolidated financial statements include the accounts of OpGen and its wholly-owned subsidiaries as of March 31, 2021 including Curetis GmbH and subsidiaries acquired on April 1, 2020; all intercompany transactions and balances have been eliminated.

Foreign currency

The Company has subsidiaries located in Holzgerlingen, Germany; Vienna, Austria; and Copenhagen, Denmark, each of which use currencies other than the U.S. dollar as their functional currency. As a result, all assets and liabilities are translated into U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are reported in accumulated other comprehensive income, a component of stockholders' equity. Foreign currency translation adjustments are the sole component of accumulated other comprehensive income at March 31, 2021 and December 31, 2020.

Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no current intent to settle such amounts in the foreseeable future, are included in the determination of net loss. Unless otherwise noted, all references to "$" or "dollar" refer to the United States dollar.

Use of estimates

In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the accompanying unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, inducement expense related to warrant reprice, stock-based compensation, allowances for doubtful accounts and inventory obsolescence, discount rates used to discount unpaid lease payments to present values, valuation of derivative financial instruments measured at fair value on a recurring basis, deferred tax assets and liabilities and related valuation allowance, determining the fair value of assets acquired and liabilities assumed in business combinations, the estimated useful lives of long-lived assets, and the recoverability of long-lived assets. Actual results could differ from those estimates.

Fair value of financial instruments

Financial instruments classified as current assets and liabilities (including cash and cash equivalents, receivables, accounts payable, deferred revenue and short-term notes) are carried at cost, which approximates fair value, because of the short-term maturities of those instruments.

Cash and cash equivalents and restricted cash

The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents deposited in financial institutions in which the balances occasionally exceed the Federal Deposit Insurance Corporation ("FDIC") insured limit of $250,000. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk.

At March 31, 2021 and December 31, 2020, the Company had funds totaling $569,052 and $746,792, respectively, which are required as collateral for letters of credit benefiting its landlords and for credit card processors. These funds are reflected in other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 7,79 M - -
Net income 2021 -35,6 M - -
Net Debt 2021 3,78 M - -
P/E ratio 2021 -2,66x
Yield 2021 -
Capitalization 100 M 100 M -
EV / Sales 2021 13,4x
EV / Sales 2022 5,43x
Nbr of Employees 102
Free-Float 99,8%
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Mean consensus HOLD
Number of Analysts 3
Last Close Price 2,62 $
Average target price 5,50 $
Spread / Average Target 110%
EPS Revisions
Managers and Directors
Oliver Schacht Chief Executive Officer & Director
Timothy C. Dec CFO, Secretary & Chief Accounting Officer
William E. Rhodes Non-Executive Chairman
Vadim Sapiro Chief Information Officer
Faranak Atrzadeh Chief Marketing & Scientific Affairs Officer
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