OpGen Announces $3.38 Million Registered Direct Offering
The Company expects to call a special meeting of stockholders for the approval of a proposal to effect a reverse stock split of the Company’s common stock (the “Proposal”). The Series C Preferred has voting rights on the Proposal equal to 100,000 votes per share of Series C Preferred, provided that any votes cast by the Series C Preferred with respect to the Proposal must be counted by the Company in the same proportion as the shares of common stock voted on the Proposal.
Total gross proceeds from the offering, before deducting the placement agent's fees and other estimated offering expenses, is expected to be approximately
The securities described above (excluding the warrants and the shares of common stock issuable thereunder) are being offered pursuant to a “shelf” registration statement on Form S-3 (333-258646), which was declared effective by the Securities and Exchange commission (the “SEC”) on
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in
The Company also has agreed that certain existing warrants to purchase up to an aggregate of 14,829,751 shares of common stock of the Company that were previously issued to the investor, with exercise prices ranging from
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.
Additional information regarding the securities described above and the terms of the offering are included in a Current Report on Form 8-K to be filed with the
For more information, please visit www.opgen.com.
This press release includes statements regarding the Company’s registered direct offering and the use of proceeds therefrom. 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 success of our commercialization efforts, our ability to successfully, timely and cost-effectively develop, seek and obtain regulatory clearance for and commercialize our product and services offerings, the rate of adoption of our products and services by hospitals and other healthcare providers, the fact that we may not effectively use proceeds from recent financings, the continued realization of expected benefits of our business combination transaction with Curetis GmbH, the continued impact of COVID-19 on the Company’s operations, financial results, and commercialization efforts as well as on capital markets and general economic conditions, our ability to satisfy debt obligations under our loan with the European Investment Bank, the effect of the military action in Russia and Ukraine on our distributors, collaborators and service providers, our liquidity and working capital requirements, the effect on our business of existing and new regulatory requirements, and other economic and competitive factors. 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. 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, except as required by law.
President and CEO
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Source: OpGen, Inc.