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On July 12, 2017, OpGen, Inc., a Delaware corporation (the “Company”) priced a public offering (the “Offering”) to issue and sell an aggregate of 18,164,195 units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.01 per share (“Common Stock”) and one common warrant to purchase one share of Common Stock, at an offering price per unit of $0.40 and an aggregate of 6,835,805 pre-funded units, each consisting of one pre‑funded warrant to purchase one share of Common Stock and one common warrant to purchase one share of Common Stock (the “Pre-funded Units”), at an offering price of $0.39, in lieu of issuing Units to such investors in the Offering.  In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors identified on the signature pages thereto. The Pre-funded Units will be issued and sold to purchasers whose purchase of Units in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of the outstanding Common Stock immediately following the consummation of the Offering. Each pre-funded warrant contained in a Pre-funded Unit will be exercisable for one share of Common Stock at an exercise price of $0.01 per share. The common warrants included in the Units and the Pre-funded Units will be immediately exercisable at a price of $0.425 per share of Common Stock, subject to adjustment in certain circumstances, and will expire five years from the date of issuance.  The shares of common stock or pre‑funded warrants included in the Pre-funded Units, as the case may be, and the common warrants were offered together, but the securities contained in the Units or Pre-funded Units will be issued separately.

A registration statement on Form S-1 relating to the Offering (File No. 333-218392) was declared effective by the Securities and Exchange Commission on July 12, 2017.  The Offering is being made only by means of a prospectus forming a part of the effective registration statement.

The closing of the Offering is subject to the satisfaction of customary closing conditions set forth in the Purchase Agreement and is expected to occur on or about July 18, 2017. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Under the Purchase Agreement, the Company is prohibited, (1) for a period of ninety (90) days after the closing, from effecting or entering into an agreement to issue Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, Common Stock to the extent such issuance or sale involves certain variable conversion, exercise or exchange prices or such agreement provides for sale of securities at a price to be determined in the future or (2) subject to certain exceptions, from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or common stock equivalents until ninety (90) days after the closing of the Offering. In connection with the Offering the Company also agreed, subject to certain exceptions, to not recommence any offers or sales under its existing at-the-market (“ATM”) offering for 120 days after the closing of the Offering, and not to enter into any agreement with respect to any additional ATM offerings until after the first anniversary of such closing.

The net proceeds to the Company from the Offering are expected to be approximately $8.4 million, after deducting estimated placement agent’s fees and expenses and estimated offering expenses, and excluding any proceeds that may be received upon exercise of the common warrants.  The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital and product development, particularly development of its one to three hour antibiotic resistance diagnostic product and for the repayment of all outstanding bridge financing notes issued to jVen Capital, LLC, in the principal amount of $1,000,000 plus accrued interest of $6,438.36.

 

The Company has agreed to pay the placement agent, H.C. Wainwright & Co., LLC (the “Placement Agent”), a total cash fee equal to 6.5% of the gross proceeds of the Offering and a management fee of 1.0% of the gross proceeds of the Offering (which fees may be reduced under certain circumstances). The Company has also agreed to pay or reimburse certain expenses on behalf of the Placement Agent.  As additional compensation, the Company will issue warrants to the Placement Agent to purchase 1,250,000 shares of Common Stock.  The warrants issued to the Placement Agent will have an exercise price of $0.50 per share and will be exercisable for five years from the date of the effectiveness of the registration statement for the Offering.

The foregoing descriptions of the Purchase Agreement, the pre-funded warrants, the common warrants, and the Placement Agent warrants are not complete and each are qualified in its entirety by reference to the full text of the Purchase Agreement, the form of pre-funded warrant, the form of common warrant and the form of Placement Agent warrant, copies of which are filed as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3 respectively, and filed herewith or incorporated herein by reference.

On July 13, 2017, the Company issued a press release announcing the Offering, which is attached hereto as Exhibit 99.1.

The disclosures in this Current Report on Form 8-K and in the attached press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Exhibit

Description

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