OpGen, Inc. (NASDAQ:OPGN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June 11, 2018, OpGen, Inc. (the “Company” or “OpGen”) executed an Allonge (the “Allonge”) to its Second Amended and Restated Senior Secured Promissory Note, dated June 28, 2017, with a principal amount of $1,000,000 (the “Note”) issued to Merck Global Health Innovation Fund, LLC (“MGHIF”). The Allonge modifies the Note to (1) provide that accrued and unpaid interest of $285,512.22 due as of July 14, 2018, the original maturity date, will be paid through the issuance of shares of OpGen’s common stock in a private placement transaction; and (2) revision and extension of the maturity date for payment of the Note to six semi-annual payments of $166,666.67 plus accrued and unpaid interest beginning on January 2, 2019 and ending on July 1, 2021 (the “Final Maturity Date”). The number of shares of common stock to be issued will be determined after July 14, 2018 based on the 30-day average volume-weighted closing price of OpGen’s common stock, and issued by July 31, 2018. The interest rate remains at 10%, subject to increase to 15% upon an event of default. The Note is secured by all of the assets, including intellectual property, of the Company.
This description of the Allonge is not complete. The Allonge is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
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 Allonge and the Note in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02Unregistered Sales of Equity Securities.
The descriptions of the Allonge in Item 1.01 of thisCurrent Report on Form 8-K is incorporated by reference into this Item 3.02. The Company and MGHIF entered into a Subscription Agreement, dated June 11, 2018 with respect to the issuance of the common stock to be issued.
The issuance of common stock in payment of accrued and unpaid interest is a private placement of the Company’s common stock under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| 10.1 |
Allonge, dated June 11, 2018, to the Second Amended and Restated Senior Secured Promissory Note, dated June 28, 2017, with a principal amount of $1,000,000 issued by OpGen, Inc. to Merck Global Health Innovation Fund, LLC
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OPGEN INC ExhibitEX-10.1 2 ex10x1.htm EXHIBIT 10.1 Exhibit 10.1 ALLONGE TO SECOND AMENDED & RESTATED SENIOR SECURED PROMISSORY NOTE THIS ALLONGE TO SECOND AMENDED & RESTATED SENIOR SECURED PROMISSORY NOTE (the “Allonge”) is made effective as of June 11,…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.