Item 1.01. Entry Into a Material Definitive Agreement.
Securities Purchase Agreement
On January 6, 2023, OpGen, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain
institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a
best-efforts public offering (the “Offering”) (i) 321,207 shares of the Company’s common stock, par value $0.01
per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 2,265,000 shares of Common
Stock (the “Pre-funded Warrants”), (iii) Series A-1 common warrants to purchase an aggregate of 2,586,207 shares of
Common Stock (the “Series A-1 Warrants”), and (iv) Series A-2 common warrants to purchase an aggregate of 2,586,207
shares of Common Stock (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Common
Warrants” and together with the Pre-funded Warrants, the “Warrants”). Each share of Common Stock and accompanying
Series A-1 Warrant and Series A-2 Warrant was sold at a price of $2.90 per share and accompanying Common Warrants, and each
Pre-funded Warrant and accompanying Series A-1 Warrant and Series A-2 Warrant was sold at an offering price of $2.89 per share
underlying such Pre-funded Warrants and accompanying Common Warrants, for aggregate gross proceeds of approximately $7.50 million
before deducting the placement agent’s fees and the offering expenses. The Company intends to use the net proceeds from this
offering to: (i) support continued commercialization of our FDA-cleared Acuitas AMR Gene Panel test for isolates in the U.S.; (ii)
commercialize our products with a focus on the Unyvero Platform and diagnostic tests; (iii) support further development and
commercialization of the Ares Genetics database and service offerings; (iv) support directed sales and marketing efforts to the
customers and collaborators for our products and services, (v) invest in manufacturing and operations infrastructure to support
sales of products; and (vi) repay certain outstanding indebtedness of the Company and its subsidiaries. We intend to use the
remaining net proceeds for working capital and other general corporate purposes.
The Offering closed on January 11, 2023.
The Common Warrants have an exercise price
of $2.65 per share. The Series A-1 Warrants are immediately exercisable upon issuance, and will expire five years following the issuance
date. The Series A-2 Warrants are immediately exercisable upon issuance, and will expire eighteen months following the issuance date.
The exercise price and the number of shares of Common Stock issuable upon exercise of each Warrant is subject to appropriate adjustments
in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting
the Common Stock. In addition, in certain circumstances, upon a fundamental transaction, a holder of Warrants will be entitled to receive,
upon exercise of the Warrants, the kind and amount of securities, cash or other property that such holder would have received had they
exercised the Warrants immediately prior to the fundamental transaction; provided, however, that in the event of a fundamental transaction
where the consideration consists solely of cash, solely of marketable securities or a combination thereof, each Warrant will be deemed
to be exercised in full in a cashless exercise effective immediately prior to and contingent upon the consummation of such fundamental
transaction.
Subject to certain ownership limitations described
in the Pre-funded Warrants, the Pre-funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.01
per share of Common Stock any time until all of the Pre-funded Warrants are exercised in full.
The Company may not effect the exercise of
the Warrants, and the applicable holder will not be entitled to exercise any portion of any such Warrant, which, upon giving effect to
such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with
its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the terms of such Warrants.
The Purchase Agreement contains customary representations
and warranties and agreements of the Company and the purchaser and customary indemnification rights and obligations of the parties. The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated
herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors
with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the
Company’s periodic reports and other filings with the Securities and Exchange Commission.
As compensation to H.C. Wainwright & Co.,
LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering, the Company paid the Placement
Agent a cash fee of 6.0% of the aggregate gross proceeds raised in the Offering and reimbursement of certain expenses and legal fees.
The shares of Common Stock, the Common Warrants
and the Pre-funded Warrants described above and the underlying shares of Common Stock were offered pursuant to the Registration Statement
on Form S-1, as amended (File No. 333-268648), which was declared effective by the Securities and Exchange Commission on January 6, 2023.
The foregoing description of the Purchase Agreement
and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement,
the Pre-funded Warrants and the Common Warrants, which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.