OpGen, Inc. (NASDAQ:OPGN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 26, 2019, OpGen, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as the underwriter (the “Underwriter”), relating to the firm-commitment underwritten public offering of 9,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a public offering price of $0.60 per share (the “Offering”). The Company also granted the Underwriter an option for a period of 45 days to purchase up to an additional 1,350,000 shares of common stock to cover over-allotments, if any, at the public offering price, less the underwriting discount. The Offering is scheduled to close on March 28, 2019, subject to customary closing conditions.
The Offering is being made to the Company’s Registration Statement on Form S-1 (File No. 333-230036) previously filed with and declared effective by the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company. It also provides for customary indemnification by each of the Company and the Underwriter for losses or damages arising out of or in connection with the Offering. In addition, to the terms of the Underwriting Agreement, each director and executive officer of the Company entered into an agreement with the Underwriter not to sell, transfer or otherwise dispose of securities of the Company for 90 days after the closing of the Offering, subject to certain exceptions.
The Underwriter will receive discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the Shares in the Offering, and up to $60,000 for its out of pocket expenses, which includes fees of counsel to the Underwriter, subject to compliance with FINRA Rule 5110(f)(2)(D). The Company expects to receive approximately $4.7 million, or approximately $5.5 million if the Underwriter exercise its option to purchase additional shares in full, in net proceeds from the Offering after deducting the underwriting discount and estimated offering expenses payable by the Company.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01. A copy of the opinion of Ballard Spahr LLP, as legal counsel to the Company, relating to the legality of the issuance and sale of the Shares in the Offering is attached hereto as Exhibit 5.1.
Item 8.01 Other Events.
On March 26, 2019, the Company issued a press release announcing the pricing of the Offering of the Shares. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Opinion of Ballard Spahr LLP
Press Release, dated March 26, 2019, issued by OpGen, Inc.
OPGEN INC Exhibit
EX-1.1 2 ex1x1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT Between OPGEN,…
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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.