OpGen Announces Pricing of $9.4 Million Underwritten Offering
October 23 2019 - 10:16PM
OpGen, Inc. (Nasdaq:OPGN) today announced the pricing of an
underwritten offering of an aggregate of 4,700,000 units at an
effective price of $2.00 per unit. Each unit is comprised of one
share of common stock (or common stock equivalent) and one common
warrant to purchase one share of common stock. OpGen expects to
receive aggregate gross proceeds of $9.4 million from the offering,
prior to deducting underwriting discounts and commissions and other
estimated offering expenses. OpGen has granted the underwriter a
30-day option to purchase up to an additional 705,000 shares of
common stock and/or common warrants to purchase up to 705,000
shares of common stock.
Each common warrant included in the units has an exercise price
of $2.00 per share, is exercisable immediately and will expire five
years from the date of issuance. The shares of common stock (or
common stock equivalent) and the accompanying common warrants can
only be purchased together in the offering but will be issued
separately. The offering is expected to close on or
about October 28, 2019, subject to customary closing
conditions.
H.C. Wainwright & Co. is acting as sole book-running manager
for the offering.
The Company intends to use the net proceeds of this for the
following purposes: prior to the closing of the transactions
contemplated by the Implementation Agreement to (1) complete the
business combination with Curetis GmbH; (2) provide short-term
funding to Curetis GmbH under the Interim Facility to fund the
Curetis Group’s current operations; and (3) support research and
development and regulatory activities for the Company’s anticipated
FDA 510(k) submissions for the Acuitas AMR Gene Panel test and the
Acuitas Lighthouse Software; and, if any proceeds remain following
the closing of the transactions under the Implementation Agreement,
to: (4) commercialize the combined company’s products; (5) support
further development and commercialization of the combined company’s
informatics products in development; (6) fund directed efforts to
the customers and collaborators of each company to introduce the
products and services of the combined company; (7) invest in
manufacturing and operations infrastructure to support sales of
products; and (8) the balance, if any, for general corporate
purposes.
A registration statement on Form S-1 (File No. 333-233775)
relating to these securities was declared effective by the
Securities and Exchange Commission (SEC) on October 23, 2019. The
offering is being made only by means of a prospectus forming part
of the effective registration statement. A preliminary prospectus
relating to and describing the terms of the offering has been filed
with the SEC. Electronic copies of the preliminary prospectus and,
when available, copies of the final prospectus relating to the
offering may be obtained for free by visiting the SEC's website
at www.sec.gov or may be obtained by contacting H.C.
Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York,
New York 10022, by email at placements@hcwco.com or by phone at
646-975-6996.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, 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.
About OpGenOpGen, Inc. is a precision
medicine company harnessing the power of molecular diagnostics and
informatics to help combat infectious disease. We are developing
molecular information products and services for global healthcare
settings, helping to guide clinicians with more rapid and
actionable information about life threatening infections, improve
patient outcomes, and decrease the spread of infections caused by
multidrug-resistant microorganisms, or MDROs.
Our molecular diagnostics and informatics products, product
candidates and services combine our Acuitas molecular diagnostics
and Acuitas Lighthouse informatics platform for use with our
proprietary, curated MDRO knowledgebase. We are working to deliver
our products and services, some in development, to a global network
of customers and partners. The Acuitas AMR Gene Panel (RUO) is
intended for Research Use Only and is not for use in diagnostic
procedures. The Acuitas Lighthouse Software is not distributed
commercially for antibiotic resistance prediction and is not for
use in diagnostic procedures. For more information, please visit
www.opgen.com.
OpGen, Acuitas, and Acuitas Lighthouse are registered trademarks
of OpGen, Inc.
Forward-Looking StatementsThis press release
includes statements relating to the completion of the offering, the
intended use of proceeds from the offering, the expected closing
date of the offering and the Company's products and services. These
statements and other statements regarding OpGen’s future plans and
goals constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and are intended to qualify for
the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. Such statements are
subject to risks and uncertainties that are often difficult to
predict, are beyond our control, and which may cause results to
differ materially from expectations. Factors that could cause our
results to differ materially from those described include, but are
not limited to, the expected timing of the closing of the offering
and OpGen’s expectations regarding the use of proceeds from the
offering; risks and uncertainties associated with market conditions
and the satisfaction of customary closing conditions related to the
offering, OpGen’s ability to successfully and timely seek approval
of, and obtain approval of its stockholders for the business
combination with Curetis N.V., satisfy the closing conditions under
the Implementation Agreement, successfully combine the businesses
of OpGen and Curetis GmbH, comply with the complexities of a global
business, achieve the synergies we expect and successfully
implement the combined company’s strategic and business goals and
objectives. For a discussion of the most significant risks
and uncertainties associated with OpGen's business, please review
our filings with the Securities and Exchange Commission (SEC). You
are cautioned not to place undue reliance on these forward-looking
statements, which are based on our expectations as of the date of
this press release and speak only as of the date of this press
release. We undertake no obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise.
OpGen Contact:Michael Farmer Vice President,
Marketing (240)
813-1284mfarmer@opgen.comInvestorRelations@opgen.com
OpGen Press Contact:Matthew Bretzius FischTank
Marketing and PR matt@fischtankpr.com
OpGen Investor Contact:Joe Green Edison Group
jgreen@edisongroup.com
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