OpGen, Inc. (NASDAQ:OPGN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below in Item 3.02 of this amended
Current Report on Form 8-K relating to the amended Bridge
Financing Notes, AR MGHIF Note and Warrants is hereby
incorporated into this item by reference.
jVen Capital is an affiliate of Evan Jones, the Company’s
Chairman of the Board and Chief Executive Officer. The changes to
the Bridge Financing Notes and Warrants were approved by the
independent members of the Company’s Board of Directors. In
addition, David Rubin, Ph.D., a member of the Board of Directors
of the Company and affiliated with MGHIF disclosed his
affiliation with MGHIF to the independent members of the Board
and recused himself from approval of the AR MGHIF Note.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The descriptions of the Bridge Financing Notes and the AR MGHIF
Note in Section 3.02 of this amended Current Report on Form 8-K
is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
Note Purchase Agreement
On May 31, 2017, the Company entered into a Note Purchase
Agreement with jVen Capital, under which jVen Capital agreed to
lend Bridge Financing in an aggregate principal amount of up to
$1,500,000 to the Company in the form of three $500,000 secured
convertible promissory notes (each, a “Bridge Financing Note”
and collectively, the “Bridge Financing Notes”). The interest
rate on each Bridge Financing Note is ten percent (10%) per annum
and the maturity date is September 30, 2017, subject to
acceleration or extension. If, prior to September 30, 2017, the
Company closes a “qualified financing” (defined as an offering
of debt or equity securities with net proceeds to the Company of
$5 million or more), the maturity date of each outstanding Bridge
Financing Note will be accelerated to the date that is five
business days after the closing of the qualified financing. If a
qualified financing has not occurred by September 30, 2017, but
the Company is then actively pursuing a qualified financing, the
maturity date of the outstanding Bridge Financing Notes may be
extended by jVen Capital to not later than December 31, 2017.
to the terms of the Note Purchase Agreement and the underlying
Bridge Financing Notes, if a qualified financing occurs, the
Company has the option to repay one $500,000 Bridge Financing
Note, plus accrued and unpaid interest, by issuing to jVen
Capital securities sold in the qualified financing at a discount
of 10% of the offering price in the qualified financing. Further,
jVen Capital may elect to tender the principal and accrued
interest of any remaining outstanding Bridge Financing Notes to
the Company to be repaid through the issuance of securities sold
in the qualified financing at a discount of 10% of the offering
price in the qualified financing.
If the Bridge Financing Notes are outstanding and an event of
default occurs (if the Company does not pay any outstanding
Bridge Financing Notes when due, fails to pay any other
outstanding indebtedness on a timely basis, seeks to liquidate
the Company or enters into a bankruptcy proceeding), the
then-outstanding Bridge Financing Notes would become immediately
due and payable. At the time of an event of default, jVen Capital
has the right to convert the Bridge Financing Notes to non-voting
Series B Convertible Preferred Stock (the “Series B Preferred”)
at a ratio of one share of Series B Preferred per $1.00 of
principal and accrued interest, which Series B Preferred would be
convertible into ten (10) shares of voting common stock,
otherwise the Series B Preferred has no preferences. If the
outstanding Bridge Financing Notes are not converted by jVen
Capital, and jVen Capital continues as a secured creditor of the
Company, the Bridge Financing Notes acquire a two times
liquidation preference for unpaid principal and interest.
As a condition to the issuance of Bridge Financing Notes, MGHIF
was required to extend the maturity date of the July 2015
$1,000,000 secured promissory note (the “MGHIF Note”) by one
year to July 14, 2018. As consideration for the agreement to
extend the maturity date of the MGHIF Note, the Company issued an
amended and restated secured promissory note to MGHIF (the “AR
MGHIF Note”) that (1) increased the interest rate to ten percent
(10%) per annum and (2) provided for the issuance of common stock
warrants, as described below.
Warrants
to the Note Purchase Agreement and the underlying transactions,
the Company will issue warrants to purchase shares of its common
stock (the “Warrants”) to jVen Capital in an amount equal to
ten percent (10%) of the principal of the Bridge Financing Note
(the “jVen Warrants”), and to MGHIF in an amount equal to
twenty percent (20%) of the outstanding principal and accrued
interest on the date of issuance, in private placement
transactions. The Warrants each have a five year term from
issuance, are first exercisable on the date that is six months
after the date of issuance and have an exercise price equal to
110% of the closing price of the Company’s common stock on the
date of issuance.
Blocker Provisions
The Bridge Financing Notes, the jVen Warrants and the Series B
Preferred Stock each includes a blocker provision that prevents
the repayment of the Bridge Financing Notes at a qualified
financing through the issuance of securities, the exercise of the
jVen Warrants and/or the conversion of the Series B Preferred
Stock to common stock, if such repayment, exercise or conversion,
when aggregated with the other issuances contemplated under the
Note Purchase Agreement, would violate NASDAQ Listing Rule 5635,
unless stockholder approval is first obtained by the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit |
Description
|
3.1 |
Form of Certificate of Designation of the Series B
Convertible Preferred Stock |
4.1 |
Form of Warrant to Purchase Common Stock
|
10.1 |
Form of Secured Convertible Promissory Note #1 to be
issued by OpGen, Inc. to jVen Capital, LLC under the Note Purchase Agreement |
10.2 |
Form of Secured Convertible Promissory Note #2 and #3 to
be issued by OpGen, Inc. to jVen Capital, LLC under the Note Purchase Agreement |
10.3 |
Second Amended and Restated Senior Secured Convertible
Promissory Note issued by OpGen, Inc. to Merck Global Health Innovation Fund, LLC on June 28, 2017 |
|
10.4
|
Note Purchase Agreement, dated as of May 31, 2016, between OpGen, Inc. and jVen Capital, LLC (incorporated by reference to Exhibit 10.21 of Form S-1, File No. 333-218392, filed June 1, 2017) |
OPGEN INC ExhibitEX-3.1 2 ex3x1.htm EXHIBIT 3.1 Exhibit 3.1 OPGEN,…To view the full exhibit click here About OpGen, Inc. (NASDAQ:OPGN)
OpGen, Inc. (OpGen) is a precision medicine company using molecular diagnostics and informatics to combat infectious disease. The Company is engaged in developing molecular information solutions to combat infectious disease in global healthcare settings, helping to guide clinicians with information about life threatening infections, managing patient outcomes, and the spread of infections caused by multidrug-resistant microorganisms. Its deoxyribonucleic acid (DNA) tests and bioinformatics address the threat of anti-biotic resistance by helping physicians and healthcare providers manage patient care decisions and protect the hospital biome through customized screening and surveillance solutions. It is working to deliver its molecular information solution to a global network of customers and partners. It is also working to provide precise diagnostic information powered by pathogen surveillance data. The Company’s high-resolution DNA tests are marketed under the Acuitas trade name.