UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM
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(Mark one)
For the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number
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(Exact name of registrant as specified in its charter)
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(I.R.S. employer identification no.) |
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Registrant’s telephone number, including area code: ( | ||
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class |
Trading Symbols |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
OPGEN, INC.
TABLE OF CONTENTS FOR FORM 10-Q
| INFORMATION REGARDING FORWARD-LOOKING STATEMENTS | 3 | |||
| PART I. | FINANCIAL INFORMATION | 5 | ||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 5 | ||
| Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020 | 5 | |||
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020 | 6 | |||
| Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2021 and 2020 | 7 | |||
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 | 8 | |||
| Notes to Unaudited Condensed Consolidated Financial Statements | 9 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 37 | ||
| Item 4. | Controls and Procedures | 38 | ||
| PART II. | OTHER INFORMATION | 38 | ||
| Item 1. | Legal Proceedings | 38 | ||
| Item 1A. | Risk Factors | 38 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 | ||
| Item 3. | Defaults Upon Senior Securities | 39 | ||
| Item 4. | Mine Safety Disclosures | 39 | ||
| Item 5. | Other Information | 39 | ||
| Item 6. | Exhibits | 39 | ||
| SIGNATURES | 40 | |||
2
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q of OpGen, Inc. contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this quarterly report, we refer to OpGen, Inc. as the “Company,” “we,” “our” or “us.” All statements other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” or the negative version of these words and similar expressions are intended to identify forward-looking statements.
We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II Item 1A “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances included herein may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
•
our ability to integrate the OpGen, Curetis, and Ares Genetics businesses;
•
our ability to obtain the approval of our stockholders to increase the number of authorized shares of our common stock;
•
the impact of COVID-19 on our business and operations;
•
our liquidity and working capital requirements, including our cash requirements over the next 12 months;
•
our use of proceeds from capital financing transactions;
•
the completion of our development efforts for our Unyvero UTI and IJI panels, Unyvero A30 RQ platform and ARESdb and the timing of regulatory submissions;
•
our ability to obtain regulatory clearance for and commercialize our product and services offerings;
•
our ability to establish a market for and sell our Acuitas AMR Gene Panel test for use with bacterial isolates;
•
our ability to sustain or grow our customer base for our Unyvero IVD products as well as our current research use only products;
•
regulations and changes in laws or regulations applicable to our business, including regulation by the FDA, European Union, including pending IVDR requirements, and China’s NMPA;
•
anticipated trends and challenges in our business and the competition that we face;
•
the execution of our business plan and our growth strategy;
•
our expectations regarding the size of and growth in potential markets;
•
our opportunity to successfully enter into new collaborative or strategic agreements;
•
our ability to maintain compliance with the ongoing listing requirements for the Nasdaq Capital Market;
•
compliance with the U.S. and international regulations applicable to our business; and
•
our expectations regarding future revenue and expenses.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. These risks should not be construed as exhaustive and should be read in conjunction with our other disclosures, including but not limited to the risk factors described in Part II, Item 1A of this quarterly report. Other risks may be described from time to time in our filings made under the securities laws. New risks emerge from time to time. It is not possible for our management to predict all risks. All forward-looking statements in this quarterly report speak only as of the date made and are based on our current beliefs and expectations. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
3
NOTE REGARDING TRADEMARKS
We own various U.S. federal trademark registrations and applications and unregistered trademarks and servicemarks, including but not limited to OpGen®, Curetis®, Unyvero®, ARES® and ARES GENETICS®, Acuitas®, Acuitas Lighthouse®, AdvanDx®, QuickFISH®, and PNA FISH®. All other trademarks, servicemarks or trade names referred to in this quarterly report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this quarterly report are sometimes referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies, products or services.
4
Part I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
OpGen, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
|
September 30, 2021 |
December 31, 2020 | |||||||
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Assets | ||||||||
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Current assets | ||||||||
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net |
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Inventory, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Finance lease right-of-use assets, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Strategic inventory |
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Other noncurrent assets |
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Total assets |
$ |
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$ |
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Liabilities and Stockholders’ Equity | ||||||||
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Current liabilities | ||||||||
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Accounts payable |
$ |
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$ |
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Accrued compensation and benefits |
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Accrued liabilities |
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Deferred revenue |
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Current maturities of long-term debt |
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Short-term finance lease liabilities |
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Short-term operating lease liabilities |
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Total current liabilities |
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Long-term debt, net |
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Long-term finance lease liabilities |
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Long-term operating lease liabilities |
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Derivative liabilities |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) | ||||||||
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Stockholders' equity | ||||||||
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Preferred stock, $ | ||||||||
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outstanding at September 30, 2021 and December 31, 2020 |
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Common stock, $ | ||||||||
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December 31, 2020, respectively |
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Additional paid-in capital |
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Accumulated deficit |
( |
) |
( |
) | ||||
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Accumulated other comprehensive income |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
|
$ |
| ||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
OpGen, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
|
Three months ended September 30, |
Nine months ended September 30, | |||||||||||||||
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2021 |
2020 |
2021 |
2020 | |||||||||||||
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Revenue | ||||||||||||||||
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Product sales |
$ |
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$ |
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$ |
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$ |
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Laboratory services |
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Collaboration revenue |
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Total revenue |
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Operating expenses | ||||||||||||||||
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Cost of products sold |
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Cost of services |
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Research and development |
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General and administrative |
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Sales and marketing |
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Transaction costs |
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Impairment of right-of-use asset |
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Impairment of intangibles assets |
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Total operating expenses |
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Operating loss |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
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Other (expense) income | ||||||||||||||||
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Gain on extinguishment of debt |
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Warrant inducement expense |
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( |
) |
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Interest and other income, net |
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Interest expense |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
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Foreign currency transaction (losses) gains |
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( |
) |
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( |
) | ||||||||||
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Change in fair value of derivative financial instruments |
( |
) |
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( |
) |
| ||||||||||
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Total other (expense) income |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
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Loss before income taxes |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
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Provision for income taxes |
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| ||||||||||||
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Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
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Net loss available to common stockholders |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
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Net loss per common share - basic and diluted |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
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Weighted average shares outstanding - basic and diluted |
|
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| ||||||||||||
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Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
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Other comprehensive income (loss) - foreign currency translation |
( |
) |
|
( |
) |
| ||||||||||
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Comprehensive loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
6
OpGen, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited)
|
Common Stock |
Preferred Stock | |||||||||||||||||||||||||||||||
|
Number of Shares |
Amount |
Number of Shares |
Amount |
Additional Paid- in Capital |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit |
Total | |||||||||||||||||||||||||
|
Balances at December 31, 2019 |
|
$ |
|
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
| ||||||||||||||||
|
At the market offering, net of offering costs |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Common stock warrant exercises |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Stock compensation expense |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Foreign currency translation |
— |
— |
— |
— |
— |
|
— |
| ||||||||||||||||||||||||
|
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
|
Balances at March 31, 2020 |
|
|
|
|
|
|
( |
) |
| |||||||||||||||||||||||
|
At the market offering, net of offering costs |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Shares issued in business combination |
|
|
— |
|
— |
— |
| |||||||||||||||||||||||||
|
Value of equity awards assumed in business combination |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Issuance of RSUs |
|
|
— |
— |
( |
) |
— |
— |
— | |||||||||||||||||||||||
|
Shares issued to settle convertible notes |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Stock compensation expense |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Foreign currency translation |
— |
— |
— |
— |
— |
|
— |
| ||||||||||||||||||||||||
|
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
|
Balances at June 30, 2020 |
|
|
|
|
|
|
( |
) |
| |||||||||||||||||||||||
|
At the market offering, net of offering costs |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Common stock warrant exercises |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Issuance of RSUs |
|
|
— |
— |
( |
) |
— |
— |
— | |||||||||||||||||||||||
|
Shares issued to settle convertible notes |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Stock compensation expense |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Foreign currency translation |
— |
— |
— |
— |
— |
|
— |
| ||||||||||||||||||||||||
|
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
|
Balances at September 30, 2020 |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
| |||||||||||||||||
|
| ||||||||||||||||||||||||||||||||
|
Balances at December 31, 2020 |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
| |||||||||||||||||
|
Offering of common stock and warrants, net of issuance costs |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Inducement expense related to warrant reprice |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Common stock warrant exercises, net of issuance costs |
|
|
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Proceeds from issuance of common stock warrants |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Stock compensation expense |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Foreign currency translation |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||
|
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
|
Balances at March 31, 2021 |
|
|
|
|
|
|
( |
) |
| |||||||||||||||||||||||
|
Issuance of RSUs |
|
|
— |
— |
( |
) |
— |
— |
— | |||||||||||||||||||||||
|
Stock compensation expense |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Foreign currency translation |
— |
— |
— |
— |
— |
|
— |
| ||||||||||||||||||||||||
|
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
|
Balances at June 30, 2021 |
|
|
|
|
|
|
( |
) |
| |||||||||||||||||||||||
|
Stock compensation expense |
— |
— |
— |
— |
|
— |
— |
| ||||||||||||||||||||||||
|
Foreign currency translation |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||
|
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
|
Balances at September 30, 2021 |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
| |||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
OpGen, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
Nine months ended September 30, | ||||||||
|
2021 |
2020 | |||||||
|
Cash flows from operating activities | ||||||||
|
Net loss |
$ |
( |
) |
$ |
( |
) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
|
Depreciation and amortization |
|
| ||||||
|
Noncash interest expense |
|
| ||||||
|
Noncash interest income |
|
( |
) | |||||
|
Stock compensation expense |
|
| ||||||
|
Gain on extinguishment of debt |
( |
) |
| |||||
|
Inducement expense related to warrant reprice |
|
| ||||||
|
Change in fair value of derivative liabilities |
|
( |
) | |||||
|
Impairment of right-of-use asset |
|
| ||||||
|
Impairment of intangible assets |
|
| ||||||
|
Changes in operating assets and liabilities, net of acquisition | ||||||||
|
Accounts receivable |
( |
) |
| |||||
|
Inventory |
( |
) |
( |
) | ||||
|
Other assets |
( |
) |
| |||||
|
Accounts payable |
( |
) |
( |
) | ||||
|
Accrued compensation and other liabilities |
( |
) |
( |
) | ||||
|
Deferred revenue |
( |
) |
( |
) | ||||
|
Net cash used in operating activities |
( |
) |
( |
) | ||||
|
Cash flows from investing activities | ||||||||
|
Acquisition of business, net of cash acquired of $ |
|
| ||||||
|
Note receivable |
|
( |
) | |||||
|
Purchases of property and equipment |
( |
) |
( |
) | ||||
|
Net cash used in investing activities |
( |
) |
( |
) | ||||
|
Cash flows from financing activities | ||||||||
|
Proceeds from issuance of common stock, net of issuance costs |
|
| ||||||
|
Proceeds from issuance of common stock warrants |
|
| ||||||
|
Proceeds from issuance of common stock and pre-funded warrants in registered offering, net of selling costs |
|
| ||||||
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Proceeds from the exercise of common stock warrants, net of issuance costs |
|
| ||||||
|
Proceeds from debt, net of issuance costs |
|
| ||||||
|
Payment of deferred offering costs |
( |
) |
| |||||
|
Payments on debt |
( |
) |
( |
) | ||||
|
Payments on finance lease obligations |
( |
) |
( |
) | ||||
|
Net cash provided by financing activities |
|
| ||||||
|
Effects of exchange rates on cash |
( |
) |
| |||||
|
Net increase in cash and cash equivalents and restricted cash |
|
| ||||||
|
Cash and cash equivalents and restricted cash at beginning of period |
|
| ||||||
|
Cash and cash equivalents and restricted cash at end of period |
$ |
|
$ |
| ||||
|
Supplemental disclosure of cash flow information | ||||||||
|
Cash paid for interest |
$ |
|
$ |
| ||||
|
Supplemental disclosures of noncash operating, investing, and financing activities | ||||||||
|
Right-of-use assets acquired through operating leases |
$ |
|
$ |
| ||||
|
Inventory transferred to property and equipment |
$ |
|
$ |
| ||||
|
Shares issued in business combination |
$ |
|
$ |
| ||||
|
Shares issued to settle convertible notes |
$ |
|
$ |
| ||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
OpGen, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021
Note 1 – Organization
OpGen, Inc. (“OpGen” or the “Company”) was incorporated in Delaware in 2001. On April 1, 2020, OpGen completed its business combination transaction (the “Transaction”) with Curetis N.V., a public company with limited liability under the laws of the Netherlands (the “Seller” or “Curetis N.V.”), as contemplated by the Implementation Agreement, dated as of September 4, 2019 (the “Implementation Agreement”), by and among the Company, the Seller, and Crystal GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany and wholly-owned subsidiary of the Company (“Purchaser”). Pursuant to the Implementation Agreement, the Purchaser acquired all of the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis GmbH”), and certain other assets and liabilities of the Seller (together, “Curetis”) (see Note 4). References in this report to the “Company” include OpGen and its wholly-owned subsidiaries. The Company’s headquarters are in Rockville, Maryland and the Company’s principal operations are in Rockville, Maryland; Holzgerlingen and Bodelshausen, Germany; and Vienna, Austria. The Company operates in one business segment.
OpGen Overview
OpGen is a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease. The Company is developing and commercializing molecular microbiology solutions helping to guide clinicians with more rapid and actionable information about life threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs. OpGen’s current product portfolio includes Unyvero, Acuitas AMR Gene Panel and Acuitas Lighthouse, and the ARES Technology Platform including ARESdb, using NGS technology and AI-powered bioinformatics solutions for antibiotic response prediction as well as the Curetis CE-IVD-marked PCR-based SARS-CoV-2 test kit.
Following its initial announcement in October 2020, the Company discontinued its QuickFISH and PNA FISH product portfolio in its entirety as of June 30, 2021 (see Note 11). The Company's FISH customers and distribution partners have been informed accordingly and last orders were received and processed in the first quarter of 2021. The discontinuance of these product lines did not qualify for discontinued operations reporting.
The focus of OpGen is on its combined broad portfolio of products, which include high impact rapid diagnostics and bioinformatics to interpret Antimicrobial resistance (AMR) genetic data. OpGen will continue to develop and seek FDA and other regulatory clearances or approvals, as applicable, for the Unyvero UTI and IJI products. OpGen will continue to offer the FDA-cleared Unyvero LRT and LRT BAL Panels, Acuitas AMR Gene Panel diagnostic test, as well as the Unyvero UTI Panel as a RUO product to hospitals, public health departments, clinical laboratories, pharmaceutical companies and contract research organizations, or CROs. OpGen will also continue to commercialize its CE Marked Unyvero Panels in Europe and other global markets via distributors.
Note 2 – Going Concern and Management’s Plans
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred, and continues to incur, significant losses from operations. The Company has funded its operations primarily through external investor financing arrangements and significant actions taken by the Company, including the following:
•
On October 18, 2021, the Company closed a registered direct offering (the “October 2021 Offering”) with a single healthcare-focused institutional investor of
9
•
On March 9, 2021, the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with the institutional investor (the “Holder”) from our 2020 PIPE financing (see discussion below for a description of the 2020 PIPE). Pursuant to the Exercise Agreement, in order to induce the Holder to exercise all of the remaining 4,842,615 outstanding warrants acquired in the 2020 PIPE (the “Existing Warrants”) for cash, pursuant to the terms of and subject to beneficial ownership limitations contained in the Existing Warrants, the Company agreed to issue to the Holder new warrants (the “New Warrants”) to purchase
•
On February 11, 2021, the Company closed a registered direct offering (the "February 2021 Offering”) with a single U.S.-based, healthcare-focused institutional investor for the purchase of (i)
•
On November 25, 2020, the Company closed a private placement (the “2020 PIPE”) with one healthcare-focused U.S. institutional investor for the purchase of (i)
•
On February 11, 2020, the Company entered into an At the Market Common Offering (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), which was amended and restated on November 13, 2020 to add BTIG, LLC (“BTIG”), pursuant to which the Company may offer and sell from time to time in an “at the market offering”, at its option, up to an aggregate of $
To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, strategic financings or other transactions, additional equity financings, debt financings and other funding transactions, licensing and/or partnering arrangements. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. The Company believes that current cash, including the October 2021 Offering, will be sufficient to repay or refinance the current portion of the Company’s debt and fund operations into the fourth quarter of 2022. This has led management to conclude that there is substantial doubt about the Company’s ability to continue as a going concern. In the event the Company is unable to successfully raise additional capital during or before the end of the fourth quarter of 2022, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. Accordingly, in such circumstances, the Company would be compelled to immediately reduce general and administrative expenses and delay research and development projects, pause or abort clinical trials including the purchase of scientific equipment and supplies, until it is able to obtain sufficient financing. If such sufficient financing is not received on a timely basis, the Company would then need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection.
10
Note 3 – Summary of Significant Accounting Policies
Basis of presentation and consolidation
The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company recommends that the unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments that are necessary for a fair presentation of the Company’s financial position for the periods presented have been reflected. All adjustments are of a normal, recurring nature, unless otherwise stated. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The December 31, 2020 consolidated balance sheet included herein was derived from the audited consolidated financial statements, but does not include all disclosures including notes required by GAAP for complete financial statements.
The accompanying unaudited condensed consolidated financial statements include the accounts of OpGen and its wholly-owned subsidiaries as of September 30, 2021 including Curetis GmbH and subsidiaries acquired on April 1, 2020; all intercompany transactions and balances have been eliminated.
Foreign currency
The Company has subsidiaries located in Holzgerlingen, Germany; Vienna, Austria; and Copenhagen, Denmark, each of which use currencies other than the U.S. dollar as their functional currency. As a result, all assets and liabilities are translated into U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are reported in accumulated other comprehensive income, a component of stockholders’ equity. Foreign currency translation adjustments are the sole component of accumulated other comprehensive income at September 30, 2021 and December 31, 2020.
Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no current intent to settle such amounts in the foreseeable future, are included in the determination of net loss. Unless otherwise noted, all references to “$” or “dollar” refer to the United States dollar.
Use of estimates
In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the accompanying unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, inducement expense related to warrant reprice, stock-based compensation, allowances for doubtful accounts and inventory obsolescence, discount rates used to discount unpaid lease payments to present values, valuation of derivative financial instruments measured at fair value on a recurring basis, deferred tax assets and liabilities and related valuation allowance, determining the fair value of assets acquired and liabilities assumed in business combinations, the estimated useful lives of long-lived assets, and the recoverability of long-lived assets. Actual results could differ from those estimates.
Fair value of financial instruments
Financial instruments classified as current assets and liabilities (including cash and cash equivalents, receivables, accounts payable, and deferred revenue) are carried at cost, which approximates fair value, because of the short-term maturities of those instruments.
Cash and cash equivalents and restricted cash
The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents deposited in financial institutions in which the balances exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $
At September 30, 2021 and December 31, 2020, the Company had funds totaling $
11
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:
|
September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
December 31, 2019 | |||||||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
$ |
|
$ |
| ||||||||
|
Restricted cash |
|
|
|
| ||||||||||||
|
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows |
$ |
|
$ |
|
$ |
|
$ |
| ||||||||
Accounts receivable
The Company’s accounts receivable result from revenues earned but not yet collected from customers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within
At September 30, 2021, the Company had accounts receivable from three customers which individually represented
Inventory
Inventories are valued using the first-in, first-out method and stated at the lower of cost or net realizable value and consist of the following:
|
September 30, 2021 |
December 31, 2020 | |||||||
|
Raw materials and supplies |
$ |
|
$ |
| ||||
|
Work-in-process |
|
| ||||||
|
Finished goods |
|
| ||||||
|
Total |
$ |
|
$ |
| ||||
Inventory includes Unyvero instrument systems, Unyvero cartridges, reagents and components for Unyvero, Acuitas, Curetis SARS-CoV-2 test kits, and reagents and supplies used for the Company’s laboratory services. Inventory reserves for obsolescence and expirations were $
The Company reviews inventory quantities on hand and analyzes the provision for excess and obsolete inventory based primarily on product expiration dating and its estimated sales forecast, which is based on sales history and anticipated future demand. The Company’s estimates of future product demand may not be accurate, and it may understate or overstate the provision required for excess and obsolete inventory. Accordingly, any significant unanticipated changes in demand could have a significant impact on the value of the Company’s inventory and results of operations.
The Company classifies finished goods inventory it does not expect to sell or use in clinical studies within 12 months of the unaudited condensed consolidated balance sheets date as strategic inventory, a non-current asset.
12
Long-lived assets
Property and equipment
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets. During the three and nine months ended September 30, 2021 and 2020, the Company determined that its property and equipment were not impaired.
Leases
The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date of the underlying lease arrangement to determine the present value of lease payments. The ROU asset also includes any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company’s lease agreements generally do not contain any material variable lease payments, residual value guarantees or restrictive covenants.
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while expense for financing leases is recognized as depreciation expense and interest expense using the effective interest method of recognition. The Company has made certain accounting policy elections whereby the Company (i) does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12 months or less) and (ii) combines lease and non-lease elements of our operating leases.
ROU assets
ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which the Company can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets. During the nine months ended September 30, 2021, the Company determined that the ROU asset associated with its San Diego, California office lease may not be recoverable. As a result, during the three and nine months ended September 30, 2021, the Company recorded an impairment charge of $
Intangible assets and goodwill
Intangible assets and goodwill as of September 30, 2021 consist of finite-lived and indefinite-lived intangible assets and goodwill.
13
Finite-lived and indefinite-lived intangible assets
Intangible assets include trademarks, developed technology, In-Process Research & Development, software and customer relationships and consisted of the following as of September 30, 2021 and December 31, 2020:
|
September 30, 2021 |
December 31, 2020 | |||||||||||||||||||||||||||||||||
|
Subsidiary |
Cost |
Accumulated Amortization |
Effect of Foreign Exchange Rates |
Net Balance |
Accumulated Amortization |
Impairment |
Effect of Foreign Exchange Rates |
Net Balance | ||||||||||||||||||||||||||
|
Trademarks and tradenames |
|
AdvanDx |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
| ||||||||||||||
|
Developed technology |
AdvanDx |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
| |||||||||||
|
Customer relationships |
AdvanDx |
|
|
|
|
( |
) |
( |
) |
|
| |||||||||||||||||||||||
|
Trademarks and tradenames |
Curetis |
|
( |
) |
|
|
( |
) |
|
|
| |||||||||||||||||||||||
|
Distributor relationships |
Curetis |
|
( |
) |
|
|
( |
) |
|
|
| |||||||||||||||||||||||
|
A50 - Developed technology |
Curetis |
|
( |
) |
|
|
( |
) |
|
|
| |||||||||||||||||||||||
|
Ares - Developed technology |
Curetis |
|
( |
) |
|
|
( |
) |
|
|
| |||||||||||||||||||||||
|
A30 - In-Process Research & Development |
Curetis |
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
| ||||||||||||||||
Identifiable intangible assets will be amortized on a straight-line basis over their estimated useful lives. The estimated useful lives of the intangibles are:
|
Estimated Useful Life | |
|
Trademarks and tradenames |
|
|
Customer/distributor relationships |
|
|
A50 – Developed technology |
|
|
Ares – Developed technology |
|
|
A30 – Acquired in-process research & development |
|
Acquired in-process research and development (“IPR&D”) represents the fair value assigned to those research and development projects that were acquired in a business combination for which the related products have not received regulatory approval and have no alternative future use. IPR&D is capitalized at its fair value as an indefinite-lived intangible asset, and any development costs incurred after the acquisition are expensed as incurred. Upon achieving regulatory approval or commercial viability for the related product, the indefinite-lived intangible asset is accounted for as a finite-lived asset and is amortized on a straight-line basis over its estimated useful life. If the project is not completed or is terminated or abandoned, the Company may have an impairment related to the IPR&D which is charged to expense. Indefinite-lived intangible assets are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may be impaired. Impairment is calculated as the excess of the asset’s carrying value over its fair value.
The Company reviews the useful lives of intangible assets when events or changes in circumstances occur which may potentially impact the estimated useful life of the intangible assets.
Total amortization expense of intangible assets was $
|
Year Ending December 31, |
| |||
|
2021 (Three months) |
$ |
| ||
|
2022 |
| |||
|
2023 |
| |||
|
2024 |
| |||
|
2025 |
| |||
|
2026 |
| |||
|
Thereafter |
| |||
|
Total |
$ |
|
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any.
In accordance with ASC 360-10, Property, Plant and Equipment, the Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. During the nine months ended September 30, 2021, the Company determined that its finite-lived intangible assets were not impaired. During the nine months ended September 30, 2020, events and circumstances indicated the Company’s FISH intangible assets might be impaired. These circumstances included decreased product sales related to the COVID-19 pandemic and the loss of significant customers. Management’s updated estimate of undiscounted cash flows indicated that such carrying amounts were no longer expected to be recovered and that the FISH intangible assets were impaired. The Company’s analysis determined that the fair value of the assets was $
14
Goodwill
Goodwill represents the excess of the purchase price paid when the Company acquired AdvanDx, Inc. in July 2015 and Curetis in April 2020, over the fair values of the acquired tangible or intangible assets and assumed liabilities. Goodwill is not tax deductible in any relevant jurisdictions. The Company’s goodwill balance as of September 30, 2021 and December 31, 2020 was $
The changes in the carrying amount of goodwill as of September 30, 2021, and since December 31, 2020, were as follows:
|
Balance as of December 31, 2020 |
|
$ |
| |
|
Changes in currency translation |
( |
) | ||
|
Balance as of September 30, 2021 |
$ |
|
The Company conducts an impairment test of goodwill on an annual basis, and will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the Company’s fair value below its net equity value. During the nine months ended September 30, 2021 and 2020, the Company determined that its goodwill was not impaired.
Revenue recognition
The Company derives revenues from (i) the sale of diagnostic test products, Unyvero Application cartridges, Unyvero Systems, SARS-CoV-2 tests, Acuitas AMR Gene Panel test products, (ii) providing laboratory services, and (iii) providing collaboration services including funded software arrangements, and license arrangements.
The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation.
The Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to our customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.
The Company defers incremental costs of obtaining a customer contract and amortizes the deferred costs over the period that the goods and services are transferred to the customer. The Company had no material incremental costs to obtain customer contracts in any period presented.
Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of services being provided.
Research and development costs
Research and development costs are expensed as incurred. Research and development costs primarily consist of salaries and related expenses for personnel, other resources, laboratory supplies, and fees paid to consultants and outside service partners.
Government grant agreements and research incentives
From time to time, the Company may enter into arrangements with governmental entities for the purposes of obtaining funding for research and development activities. The Company recognizes funding from grants and research incentives received from Austrian government agencies in the condensed consolidated statements of operations and comprehensive loss in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants or incentives were provided have been met. For grants under funding agreements and for proceeds under research incentive programs, the Company recognizes grant and incentive income in an amount equal to the estimated qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. The Company classifies government grants received under these arrangements as a reduction to the related research and development expense incurred. The Company analyzes each arrangement on a case-by-case basis. For the three months ended September 30, 2021, the Company recognized $
15
Stock-based compensation
Stock-based compensation expense is recognized at fair value. The fair value of stock-based compensation to employees and directors is estimated, on the date of grant, using the Black-Scholes model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. For all time-vesting awards granted, expense is amortized using the straight-line attribution method. The Company accounts for forfeitures as they occur.
Option valuation models, including the Black-Scholes model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized.
Tax benefits are initially recognized in the condensed consolidated financial statements when it is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially, and subsequently, measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts.
The Company had federal net operating loss (“NOL”) carryforwards of $
The Company also has foreign NOL carryforwards of $
Loss per share
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period.
For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options and stock purchase warrants using the treasury stock method, and convertible preferred stock and convertible debt using the if-converted method.
For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares, consisting of (i) common stock options, (ii) stock purchase warrants, and (iii) restricted stock units representing the right to acquire shares of common stock which have been excluded from the computation of diluted loss per share, was
16
Adopted accounting pronouncements
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021. The impact of adopting ASU 2019-12 did not have a material impact on the Company’s condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The new guidance under ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The impact of adopting ASU 2020-04 did not have a material impact on the Company’s condensed consolidated financial statements.
Recently issued accounting standards
The Company has evaluated all other issued and unadopted ASUs and believes the adoption of these standards will not have a material impact on its results of operations, financial position or cash flows.
Note 4 – Business Combination
On April 1, 2020, the Company completed its business combination transaction with Curetis N.V., a public company with limited liability under the laws of the Netherlands, as contemplated by the Implementation Agreement, dated as of September 4, 2019, by and among the Company, the Seller, and Crystal GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany and wholly-owned subsidiary of the Company. Pursuant to the Implementation Agreement, the Purchaser acquired all of the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany, and certain other assets and liabilities of the Seller, as further described below, and paid, as the sole consideration, 2,028,208 shares of the Company’s common stock to the Seller, and reserved for future issuance (a)
At the closing, the Company assumed all of the liabilities of the Seller solely and exclusively related to the acquired business, which is providing innovative solutions, through development of proprietary platforms, diagnostic content, applied bioinformatics, lab services, research services and commercial collaborations and agreements, for molecular microbiology, diagnostics designed to address the global challenge of detecting severe infectious diseases and identifying antibiotic resistances in hospitalized patients. Pursuant to the Implementation Agreement, the Company also assumed and adopted the Seller Stock Option Plan as an Amended and Restated Stock Option Plan of the Company. In connection with the foregoing, the Company assumed all awards thereunder that were outstanding as of the Closing Date and converted such awards into options to purchase shares of the Company’s Common Stock pursuant to the terms of the applicable award. In addition, the Company assumed, at the closing, all of the outstanding convertible notes issued by Seller in favor of YA II PN, LTD, pursuant to the previously disclosed Assignment of the Agreement for the Issuance of and Subscription to Notes Convertible into Shares, dated February 24, 2020, and entered into pursuant to the Implementation Agreement.
Curetis’ assets and liabilities were measured and recognized at their fair values as of the transaction date and combined with the assets, liabilities, and results of operations of OpGen after the consummation of the business combination. The allocation of the purchase price to acquired assets and assumed liabilities based on their underlying fair values requires the extensive use of significant estimates and management’s judgment. The allocation of the purchase price is final at this time.
The components of the purchase price and net assets acquired are as follows:
Purchase Price
|
Number of shares issued to Curetis N.V |
| ||
|
Multiplied by the market value per share of OpGen's common stock (i) |
$ |
| |
|
Total fair value of common stock issued to Curetis N.V shareholders |
| ||
|
Fair value of replacement stock awards related to pre combination service (ii) |
| ||
|
Fair value of convertible notes assumed (iii) |
| ||
|
Fair value of EIB debt assumed (iv) |
| ||
|
Funds advanced to Curetis GmbH under Interim Facility |
| ||
|
Cash and cash equivalents and restricted cash acquired |
( |
) | |
|
$ |
|
|
| ||
|
|
(i) |
|
|
|
(ii) |
|
|
|
(iii) |
|
|
|
(iv) |
|
17
Net Assets Acquired
|
Assets acquired | |||
|
Receivables |
$ |
| |
|
Inventory |
| ||
|
Property and equipment |
| ||
|
Right of use assets |
| ||
|
Other current assets |
| ||
|
Finite-lived intangible assets | |||
|
Trade names/trademarks |
| ||
|
Customer/distributor relationships |
| ||
|
A50 - Developed technology |
| ||
|
Ares - Developed technology |
| ||
|
Indefinite-lived intangible assets | |||
|
A30 - In-process research & development |
| ||
|
Goodwill |
| ||
|
Liabilities assumed | |||
|
Accounts payable |
( |
) | |
|
Accrued expenses and other current liabilities |
( |
) | |
|
Derivative liabilities |
( |
) | |
|
Lease liabilities |
( |
) | |
|
Other long-term liabilities |
( |
) | |
|
Net assets acquired |
$ |
|
The fair value of identifiable intangible assets has been determined using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as an estimated royalty rate in the case of the trade names/trademarks intangibles. The trade names/trademarks intangibles are valued using a relief-from-royalty method. The customer/distributor relationships are valued using the with and without method. The developed technology intangibles are valued using a multi-period earnings method.
The Company determined the fair value of an IPR&D asset resulting from the acquisition of Curetis using the multi-period earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the IPR&D, less charges representing the required return on other assets to sustain those cash flows.
The weighted-average amortization periods for finite-lived intangible assets acquired are
The total consideration paid in the acquisition exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, resulting in approximately $6.7 million of goodwill. Goodwill, primarily related to expected synergies gained from combining operations, sales growth from future product offerings and customers, together with certain intangible assets that do not qualify for separate recognition, including assembled workforce, is not tax deductible in all relevant taxing jurisdictions.
The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the Transaction had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the amortization of intangibles acquired and elimination of interest expense due under the interim facility. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2020 or that may be obtained in the future.
|
Unaudited pro forma results |
|
Nine months ended September 30, 2020 | ||
|
Revenues |
$ |
| ||
|
Net loss |
( |
) | ||
|
Net loss per share |
( |
) | ||
18
Note 5 – Revenue from contracts with customers
Disaggregated revenue
The Company provides diagnostic test products, laboratory services to hospitals, clinical laboratories and other healthcare provider customers, and enters into collaboration agreements with government agencies and healthcare providers. The revenues by type of service consist of the following:
|
Three months ended September 30, |
Nine months ended September 30, |
| ||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
| ||||||||||||
|
Product sales |
$ |
|
$ |
|
$ |
|
$ |
|
| |||||||
|
Laboratory services |
|
|
|
|
| |||||||||||
|
Collaboration revenue |
|
|
|
|
| |||||||||||
|
Total revenue |
$ |
|
$ |
|
$ |
|
$ |
|
| |||||||
Revenues by geography are as follows:
|
Three months ended September 30, |
Nine months ended September 30, |
| ||||||||||||||
|
2021 |
2020 |
2021 |
2020 |
| ||||||||||||
|
Domestic |
$ |
|
$ |
|
$ |
|
$ |
|
| |||||||
|
International |
|
|
|
|
| |||||||||||
|
Total revenue |
$ |
|
$ |
|
$ |
|
$ |
|
| |||||||
Deferred revenue
Changes in deferred revenue for the period were as follows:
|
Balance at December 31, 2020 |
$ |
| ||
|
New deferrals, net of amounts recognized in the current period |
| |||
|
Amounts returned to customers |
( |
) | ||
|
Effect of foreign exchange rates |
| |||
|
Balance at September 30, 2021 |
$ |
|
Contract assets
The Company had contract assets of $
Unsatisfied performance obligations
The Company had no unsatisfied performance obligations related to its contracts with customers at September 30, 2021 and December 31, 2020.
19
Note 6 – Fair value measurements
The Company classifies its financial instruments using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
•
Level 1 - defined as observable inputs such as quoted prices in active markets;
•
Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
•
Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions such as expected revenue growth and discount factors applied to cash flow projections.
For the nine months ended September 30, 2021, the Company has not transferred any assets between fair value measurement levels.
Financial assets and liabilities measured at fair value on a recurring basis
The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the hierarchy.
In June 2019, Curetis drew down a third tranche of EUR
The fair value of level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2021 was as follows:
|
Description |
Balance at December 31, 2020 |
Change in Fair Value |
Effect of Foreign Exchange Rates |
Balance at September 30, 2021 | |||||||||||
|
Participation percentage interest liability |
$ |
|
$ |
|
$ |
( |
) |
$ |
| ||||||
|
Total |
$ |
|
$ |
|
$ |
( |
) |
$ |
| ||||||
Financial assets and liabilities carried at fair value on a non-recurring basis
The Company does not have any financial assets and liabilities measured at fair value on a non-recurring basis.
Non-financial assets and liabilities carried at fair value on a recurring basis
The Company does not have any non-financial assets and liabilities measured at fair value on a recurring basis.
Non-financial assets and liabilities carried at fair value on a non-recurring basis
The Company measures its long-lived assets, including property and equipment and intangible assets (including goodwill), at fair value on a non-recurring basis when a triggering event requires such evaluation. During the nine months ended September 30, 2021, the Company recorded impairment expense of $
20
Note 7 – Debt
The following table summarizes the Company’s long-term debt and short-term borrowings as of September 30, 2021 and December 31, 2020:
|
September 30, 2021 |
December 31, 2020 | |||||||
|
EIB |
$ |
|
$ |
| ||||
|
PPP |
|
| ||||||
|
MGHIF |
|
| ||||||
|
Insurance financings |
|
| ||||||
|
Total debt obligations |
|
| ||||||
|
Unamortized debt discount |
( |
) |
( |
) | ||||
|
Carrying value of debt |
|
| ||||||
|
Less current portion |
( |
) |
( |
) | ||||
|
Long-term debt |
$ |
|
$ |
| ||||
MGHIF financing
In July 2015, the Company entered into a Purchase Agreement with MGHIF, pursuant to which MGHIF purchased
On June 28, 2017, the MGHIF Note was amended and restated, and the maturity date of the MGHIF Note was extended by one year to
On June 11, 2018, the Company executed an Allonge to the MGHIF Note. The Allonge provided that accrued and unpaid interest of $
Yorkville Convertible Notes
The Company agreed to assume, as a condition to closing the business combination with Curetis, all of the outstanding convertible notes (the “Convertible Notes”) issued by Curetis N.V. in favor of YA II PN, LTD (“Yorkville”), pursuant to that certain Agreement for the Issuance of and Subscription to Notes Convertible into Shares and Share Subscription Warrants, dated October 2, 2018, by and between Curetis N.V. and Yorkville.
On February 24, 2020, the Company entered into an Assignment of the Agreement for the Issuance of and Subscription to Notes Convertible into Shares (the “Assignment Agreement”) with Curetis N.V. and Yorkville. Pursuant to the Assignment Agreement, upon assumption of the Convertible Notes by the Company, the Convertible Notes ceased to be convertible into shares of Curetis N.V. and are instead convertible into shares of the Company’s common stock, par value $
At closing of the Transaction, an aggregate amount of €
21
EIB Loan Facility
In 2016, Curetis entered into a contract for an up to €
The funding can be drawn in up to five tranches within
In April 2017, Curetis drew down a first tranche of €
In June 2019, Curetis drew down a third tranche of €
On July 10, 2020, EIB agreed to defer total interest payments of €
The debt was measured and recognized at fair value as of the acquisition date. The fair value of the EIB debt was approximately $
As of September 30, 2021, the outstanding borrowings under all tranches were €
PPP
On April 22, 2020, the Company entered into a Term Note (the “Company Note”) with Silicon Valley Bank (the “Bank”) pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. The Company’s wholly-owned subsidiary, Curetis USA Inc. (“Curetis USA” and collectively with the Company, the “Borrowers”), also entered into a Term Note with the Bank (the “Subsidiary Note,” and collectively with the Company Note, the “Notes”). The Notes are dated April 22, 2020. The principal amount of the Company Note was $
In accordance with the requirements of the CARES Act, the Borrowers used the proceeds from the Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the Notes at the rate of
Total interest expense (including amortization of debt discounts and financing fees) on all debt instruments was $
22
Note 8 – Stockholders’ equity
As of September 30, 2021, the Company had
Following receipt of approval from stockholders at a special meeting of stockholders held on January 17, 2018, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock, at a ratio of one share for twenty-five shares, and to reduce the authorized shares of common stock from
On October 28, 2019, the Company closed the October 2019 Public Offering of
On February 11, 2020, the Company entered into an ATM Agreement with Wainwright, which we amended and restated on November 13, 2020 to add BTIG, LLC pursuant to which the Company may offer and sell from time to time in an “at the market offering,” at its option, up to an aggregate of $
On April 1, 2020, the Company acquired all of the shares of Curetis GmbH, and certain other assets and liabilities of Curetis N.V., as further described in Notes 1 and 4, and paid, as the sole consideration,
On November 25, 2020, the Company closed a private placement with one healthcare-focused U.S. institutional investor of (i)
On February 11, 2021, the Company closed the February 2021 Offering with a single U.S.-based, healthcare-focused institutional investor for the purchase of (i)
On March 9, 2021, the Company entered into an Exercise Agreement with the Holder from our 2020 PIPE financing. Pursuant to the Exercise Agreement, in order to induce the Holder to exercise all of the remaining 4,842,615 Existing Warrants for cash, pursuant to the terms of and subject to beneficial ownership limitations contained in the Existing Warrants, the Company agreed to issue to the Holder, New Warrants to purchase
23
Stock options
In 2008, the Company adopted the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), pursuant to which the Company’s Board of Directors could grant either incentive or non-qualified stock options or shares of restricted stock to directors, key employees, consultants and advisors.
In April 2015, the Company adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s initial public offering in May 2015. Following the effectiveness of the 2015 Plan, no further grants will be made under the 2008 Plan. The 2015 Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provides for the grants of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants.
Under the 2015 Plan, the aggregate number of shares of the common stock authorized for issuance may not exceed (1)
On September 30, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company voted to approve, among other things, a plan under which stock options to purchase an aggregate of
Replacement awards
In connection with the acquisition of Curetis, the Company issued equity awards to Curetis employees consisting of stock options (“replacement awards”) in exchange for their Curetis equity awards. The replacement awards consisted of
24
For the three and nine months ended September 30, 2021 and 2020, the Company recognized share-based compensation expense as follows:
|
Three months ended September 30, |
Nine months ended September 30, |
| ||||||||||||||
|
2021 |
2020 |
2021 |
2020 | |||||||||||||
|
Cost of services |
$ |
|
$ |
|
$ |
|
$ |
|
| |||||||
|
Research and development |
|
|
|
|
| |||||||||||
|
General and administrative |
|
|
|
|
| |||||||||||
|
Sales and marketing |
|
|
|
|
| |||||||||||
|
$ |
|
$ |
|
$ |
|
$ |
|
| ||||||||
No income tax benefit for share-based compensation arrangements was recognized in the condensed consolidated statements of operations and comprehensive loss due to the Company’s net loss position.
The Company granted
The Company had total stock options to acquire
Restricted stock units
The Company granted no restricted stock units during the three months ended September 30, 2021, no restricted stock units vested, and
Stock purchase warrants
At September 30, 2021 and December 31, 2020, the following warrants to purchase shares of common stock were outstanding:
|
Outstanding at | ||||||||||||||||
|
Issuance |
Exercise Price |
Expiration |
September 30, 2021 (1) |
December 31, 2020 (1) | ||||||||||||
|
November 2011 |
$ |
|
|
|
| |||||||||||
|
December 2011 |
$ |
|
|
|
| |||||||||||
|
February 2015 |
$ |
|
|
|
| |||||||||||
|
May 2016 |
$ |
|
|
|
| |||||||||||
|
June 2016 |
$ |
|
|
|
| |||||||||||
|
June 2017 |
$ |
|
|
|
| |||||||||||
|
July 2017 |
$ |
|
|
|
| |||||||||||
|
July 2017 |
$ |
|
|
|
| |||||||||||
|
July 2017 |
$ |
|
|
|
| |||||||||||
|
February 2018 |
$ |
|
|
|
| |||||||||||
|
February 2018 |
$ |
|
|
|
| |||||||||||
|
October 2019 |
$ |
|
|
|
| |||||||||||
|
October 2019 |
$ |
|
|
|
| |||||||||||
|
November 2020 |
$ |
|
|
|
| |||||||||||
|
November 2020 |
$ |
|
|
|
| |||||||||||
|
February 2021 |
$ |
|
|
|
| |||||||||||
|
February 2021 |
$ |
|
|
|
| |||||||||||
|
March 2021 |
$ |
|
|
|
| |||||||||||
|
|
| |||||||||||||||
The warrants listed above were issued in connection with various debt, equity or development contract agreements.
|
(1) |
|
|
25
Note 9 – Commitments and Contingencies
Registration and other stockholder rights
In connection with the various investment transactions, the Company entered into registration rights agreements with stockholders, pursuant to which the investors were granted certain demand registration rights and/or piggyback and/or resale registration rights in connection with subsequent registered offerings of the Company’s common stock.
Supply agreements
In June 2017, the Company entered into an agreement with Life Technologies Corporation, a subsidiary of Thermo Fisher Scientific (“LTC”), to supply the Company with Thermo Fisher Scientific’s QuantStudio 5 Real-Time PCR Systems (“QuantStudio 5”) to be used to run OpGen’s Acuitas AMR Gene Panel tests. Under the terms of the agreement, the Company must notify LTC of the number of QuantStudio 5s that it commits to purchase in the following quarter. As of September 30, 2021, the Company had acquired twenty-four QuantStudio 5s including none during the three and nine months ended September 30, 2021. As of September 30, 2021, the Company has not committed to acquiring additional QuantStudio 5s in the next three months.
Curetis places frame-work orders for Unyvero Systems and for raw materials for its cartridge manufacturing to ensure availability during commercial ramp-up-phase and also to gain volume-scale-effects with regards to purchase prices. Some of the electronic parts used for the production of Unyvero Systems have lead times of several months, hence it is necessary to order such systems with long-term framework-orders to ensure the demands from the market are covered. The aggregate purchase commitments over the next twelve months are approximately $
COVID-19 Impact
In December 2019 and early 2020, the coronavirus known as COVID-19 was reported to have surfaced in China. The spread of this virus globally in early 2020 has caused significant business disruption domestically in the United States and in Europe, as well as China, the areas in which the Company primarily operates or has significant business interest. While the disruption is currently expected to be temporary, such disruption is still ongoing and there remains considerable uncertainty around the duration of this disruption. Therefore, while the Company expects that this matter will continue to impact the Company’s financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time.
Note 10 – Leases
The following table presents the Company’s ROU assets and lease liabilities as of September 30, 2021 and December 31, 2020:
|
Lease Classification |
September 30, 2021 |
December 31, 2020 | ||||||
|
ROU Assets: | ||||||||
|
Operating |
$ |
|
$ |
| ||||
|
Financing |
|
| ||||||
|
Total ROU assets |
$ |
|
$ |
| ||||
|
Liabilities | ||||||||
|
Current: | ||||||||
|
Operating |
$ |
|
$ |
| ||||
|
Finance |
|
| ||||||
|
Noncurrent: | ||||||||
|
Operating |
|
| ||||||
|
Finance |
|
| ||||||
|
Total lease liabilities |
$ |
|
$ |
| ||||
26
Maturities of lease liabilities as of September 30, 2021 by fiscal year are as follows:
|
Maturity of Lease Liabilities |
Operating |
Finance |
Total | |||||||||||
|
2021 |
$ |
|
$ |
|
$ |
| ||||||||
|
2022 |
|
|
| |||||||||||
|
2023 |
|
|
| |||||||||||
|
2024 |
|
|
| |||||||||||
|
2025 |
|
|
| |||||||||||
|
Thereafter |
|
|
| |||||||||||
|
Total lease payments |
|
|
| |||||||||||
|
Less: Interest |
( |
) |
( |
) |
( |
) | ||||||||
|
Present value of lease liabilities |
$ |
|
$ |
|
$ |
| ||||||||
Condensed consolidated statements of operations classification of lease costs as of the three and nine months ended September 30, 2021 and 2020 are as follows:
|
Three months ended September 30, |
Nine months ended September 30, | |||||||||||||||||
|
Lease Cost |
Classification |
2021 |
2020 |
2021 |
2020 | |||||||||||||
|
Operating |
Operating expenses |
$ |
|
$ |
|
$ |
|
$ |
| |||||||||
|
Finance: | ||||||||||||||||||
|
Amortization |
Operating expenses |
|
|
|
| |||||||||||||
|
Interest expense |
Other expenses |
|
|
|
| |||||||||||||
|
Total lease costs |
$ |
|
$ |
|
$ |
|
$ |
| ||||||||||
Other lease information as of September 30, 2021 is as follows:
|
Other Information |
Total | |||
|
Weighted average remaining lease term (in years) | ||||
|
Operating leases |
| |||
|
Finance leases |
| |||
|
Weighted average discount rate: | ||||
|
Operating leases |
|
% | ||
|
Finance leases |
|
% | ||
Supplemental cash flow information as of the nine months ended September 30, 2021 and 2020 is as follows:
|
Supplemental Cash Flow Information |
2021 |
2020 | ||||||
|
Cash paid for amounts included in the measurement of lease liabilities | ||||||||
|
Cash used in operating activities | ||||||||
|
Operating leases |
$ |
|
$ |
| ||||
|
Finance leases |
$ |
|
$ |
| ||||
|
Cash used in financing activities | ||||||||
|
Finance leases |
$ |
|
$ |
| ||||
|
ROU assets obtained in exchange for lease obligations: | ||||||||
|
Operating leases |
$ |
|
$ |
| ||||
27
Note 11 – License agreements, research collaborations and development agreements
NYSDOH
In 2018, the Company announced a collaboration with the New York State Department of Health (“DOH”) and ILÚM Health Solutions, LLC (“ILÚM”), a wholly-owned subsidiary of Merck’s Healthcare Services and Solutions division, to develop a state-of-the-art research program to detect, track, and manage antimicrobial-resistant infections at healthcare institutions statewide. ILÚM has since been acquired by Infectious Disease Connect, Inc. (“IDC”), a University of Pittsburgh Medical Center (“UPMC”) Enterprise company. The Company is working together with DOH’s Wadsworth Center and IDC to continue development of an infectious disease digital health and precision medicine platform that connects healthcare institutions to DOH and uses genomic microbiology for statewide surveillance and control of antimicrobial resistance. As part of the collaboration, the Company received approximately $
Sandoz
In December 2018, Ares Genetics entered into a service frame agreement with Sandoz International GmbH (“Sandoz”), to leverage Ares Genetics’ database on the genetics of antibiotic resistance, ARESdb, and the ARES Technology Platform for Sandoz’ anti-infective portfolio.
Under the terms of the frame agreement, which has an initial term of 36 months and is currently scheduled to terminate December 13, 2021, Ares Genetics and Sandoz intend to develop a digital anti-infectives platform, combining established microbiology laboratory methods with advanced bioinformatics and artificial intelligence methods to support drug development and life-cycle management. The collaboration, in the short- to mid-term, aims to both rapidly and cost-effectively re-purpose existing antibiotics and design value-added medicines with the objective of expanding indication areas and to overcome antibiotic resistance, in particular with regards to infections with bacteria that has already developed resistance against multiple treatment options. In the longer-term, the platform is expected to enable surveillance for antimicrobial resistant pathogens to inform antimicrobial stewardship and the development of novel anti-infectives that are less prone to encounter resistance and thereby preserve antibiotics as an effective treatment option.
The agreement covers the first phases of the collaboration with Sandoz and provides certain moderate six-figure R&D funding to Ares Genetics. No milestones or royalties were agreed to as part of this first phase of the collaboration. The agreement may be terminated by Sandoz effective immediately at any time with written notice.
Qiagen
On February 18, 2019, Ares Genetics and Qiagen GmbH, or Qiagen, entered into a strategic licensing agreement for ARESdb and AREStools, in the area of antimicrobial resistance (“AMR”) research. The agreement has a term of
Ares Genetics has retained the rights to use ARESdb and AREStools for AMR research, customized bioinformatics services, and for the development of specific AMR assays and applications for the Curetis Group (including Ares Genetics), as well as third parties (e.g., other diagnostics companies or partners in the pharmaceutical industry). As the Qiagen research offering is expected to also enable advanced molecular diagnostic services and products, Qiagen’s customers may obtain a diagnostic use license from Ares Genetics.
Under the terms of the original agreement, Qiagen, in exchange for a moderate six figure up-front licensing payment, has received an exclusive RUO license to develop and commercialize general bioinformatics offerings and services for AMR research use only, based on Ares Genetics’ database on the genetics of antimicrobial resistance, ARESdb, as well as on the ARES bioinformatics AMR toolbox, AREStools. Under the agreement, the parties had agreed to a mid-single digit percentage royalty rate on Qiagen net sales, which is subject to a minimum royalty rate that steps up upon certain achieved milestones, which is payable to Ares Genetics. The parties also agreed to further modest six figure milestone payments upon certain product launches. The contract was subsequently amended in May 2021 to a non-exclusive license and a flat annual license fee as well as a royalty percentage on potential future panel based products that are developed by Qiagen.
28
FISH License
The Company was party to one license agreement with Life Technologies to acquire certain patent rights and technologies related to its FISH product line. Royalties were incurred upon the sale of a product or service which utilizes the licensed technology. The Company terminated this license agreement in October 2020 effective as of June 30, 2021 in conjunction with its announced exit of the FISH business in June 2021. The Company paid a one-time settlement fee of $
Note 12 – Related party transactions
On April 1, 2020, as part of the Transaction, Oliver Schacht, Ph.D., the former CEO of Curetis N.V., was appointed as the CEO of the Company, and Johannes Bacher, the former COO of Curetis N.V., was appointed as the COO of the Company. Effective April 1, 2020, Mr. Schacht and Mr. Bacher were appointed as liquidators of Curetis N.V. in liquidation and Curetis GmbH was designated as Custodian of the Books for Curetis N.V. During a portion of the year ended December 31, 2020, Curetis N.V. in liquidation processed payroll for Mr. Schacht and Mr. Bacher and invoiced OpGen and Curetis GmbH, respectively, in line with their signed management agreements.
Note 13 – Subsequent events
Subsequent to September 30, 2021, in October 2021, the Company sold
On October 18, 2021, the Company closed the October 2021 Offering with a single healthcare-focused institutional investor of
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes thereto included in Part I, Item 1 of this quarterly report on Form 10-Q. This discussion contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, including those set forth under Part II. Item 1A. “Risk Factors” of this quarterly report on Form 10-Q and Part 1. Item 1A of our annual report on Form 10-K for the year ended December 31, 2020.
Overview
OpGen is a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease. Along with our subsidiaries, Curetis GmbH and Ares Genetics GmbH, we are developing and commercializing molecular microbiology solutions helping to guide clinicians with more rapid and actionable information about life threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs. Our current product portfolio includes Unyvero, Acuitas AMR Gene Panel, Acuitas Lighthouse, and the ARES Technology Platform including ARESdb, using NGS technology and AI-powered bioinformatics solutions for antibiotic response prediction, as well as the Curetis CE-IVD-marked PCR-based SARS-CoV-2 test kit. On October 13, 2020, the Company announced its decision to exit the FISH business in its entirety by June 30, 2021, and the Company's license agreement with Life Technologies, a subsidiary of ThermoFisher, was terminated as of such date.
On April 1, 2020, the Company completed a business combination transaction (the “Transaction”) with Curetis N.V., a public company with limited liability under the laws of the Netherlands (the “Seller” or “Curetis N.V.”), as contemplated by the Implementation Agreement, dated as of September 4, 2019 (the “Implementation Agreement”), by and among the Company, the Seller, and Crystal GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany and wholly-owned subsidiary of the Company (“Purchaser”). Pursuant to the Implementation Agreement, the Purchaser acquired all of the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis GmbH”), and certain other assets and liabilities of the Seller (together, “Curetis”). Curetis is an early commercial-stage molecular diagnostics (MDx) company focused on rapid infectious disease testing for hospitalized patients with the aim to improve the treatment of hospitalized, critically ill patients with suspected microbial infection and has developed the innovative Unyvero molecular diagnostic solution for comprehensive infectious disease testing. The Transaction was designed principally to leverage each company’s existing research and development and relationships with hospitals and clinical laboratories to accelerate the sales of both companies’ products and services.
The focus of OpGen is on its combined broad portfolio of products, which includes high impact rapid diagnostics and bioinformatics to interpret AMR genetic data. The Company currently expects to focus on the following products for lower respiratory infection, urinary tract infection and invasive joint infection:
| · | The Unyvero Lower Respiratory Tract, or LRT, test is the first U.S. Food and Drug Administration, or FDA, cleared test that can be used for the detection of more than 90% of common causative agents of hospitalized pneumonia. According to the National Center for Health Statistics (2018), pneumonia is a leading cause of admissions to the hospital and is associated with substantial morbidity and mortality. The Unyvero LRT automated test detects 19 pathogens within less than five hours, with approximately two minutes of hands-on time and provides clinicians with a comprehensive overview of 10 genetic antibiotic resistance markers. We have commercialized the Unyvero LRT BAL test for testing bronchoalveolar lavage, or BAL, specimens from patients with lower respiratory tract infections following FDA clearance received by Curetis in December 2019. The Unyvero LRT BAL automated test simultaneously detects 20 pathogens and 10 antibiotic resistance markers, and it is the first and only FDA-cleared panel that also includes Pneumocystis jirovecii, a key fungal pathogen often found in immunocompromised patients (such as AIDS and transplant patients) that can be difficult to diagnose, as the 20th pathogen on the panel. We believe the Unyvero LRT and LRT BAL tests have the ability to help address a significant, previously unmet medical need that causes over $10 billion in annual costs for the U.S. healthcare system, according to the Centers for Disease Control, or CDC. |
| · | Following registration of the Unyvero instrument system as an IVD for the Chinese market earlier in 2021, we are currently working with our strategic partner Beijing Clear Biotech towards execution of a supplemental clinical trial with the Unyvero HPN test. As requested by the Chinese regulatory authority NMPA, this study is geared towards generating additional data in China which will complement a larger data set with data from abroad compiled from other clinical and analytical studies performed in the past. |
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| · | The Unyvero Urinary Tract Infection, or UTI, test which is CE-IVD marked in Europe is currently being made available to laboratories in the U.S. as a research use only or RUO kit. The test detects a broad range of pathogens as well as antimicrobial resistance markers directly from native urine specimens. As part of our portfolio strategy update on October 13, 2020, we have decided to proceed with the analytical and clinical performance evaluation including clinical trials required for a subsequent U.S. FDA submission and initiated clinical trials in the third quarter of 2021. |
| · | The Unyvero Invasive Joint Infection, or IJI, test, which is a variant developed for the U.S. market based on the CE-IVD-marked European Unyvero ITI test, has also been selected for analytical and clinical performance evaluation including clinical trials towards a future U.S. FDA submission. Microbial diagnosis of IJI is difficult because of challenges in sample collection, usually at surgery, and patients being on prior antibiotic therapy which minimizes the chances of recovering viable bacteria. We believe that Unyvero IJI could be useful in identifying pathogens as well as their AMR markers to help guide optimal antibiotic treatment for these patients. |
| · | On September 30, 2021, we received clearance from the FDA for our Acuitas AMR Gene Panel for bacterial isolates. The Acuitas AMR Gene Panel detects 28 genetic antimicrobial resistance, or AMR, markers in isolated bacterial colonies from 26 different pathogens. We believe the panel provides clinicians with a valuable diagnostic tool that informs about potential antimicrobial resistance patterns early and supports appropriate antibiotic treatment decisions in this indication. We expect to commercialize the Acuitas AMR Gene Panel for isolates more broadly to customers in the U.S. |
| · | We are also developing novel bioinformatics tools and solutions to accompany or augment our current and potential future IVD products and may seek regulatory clearance for such bioinformatics tools and solutions to the extent they would be required either as part of our portfolio of IVD products or even as a standalone bioinformatics product. |
OpGen has extensive offerings of additional in vitro diagnostic tests including CE-IVD-marked Unyvero tests for hospitalized pneumonia patients, implant and tissue infections, intra-abdominal infections, complicated urinary tract infections, and blood stream infections. Our portfolio furthermore includes a CE-IVD-marked PCR based rapid test kit for SARS-CoV-2 detection in combination with our PCR compatible universal lysis buffer (PULB) which we also market as a stand-alone RUO reagent.
OpGen’s combined AMR bioinformatics offerings, once such products are cleared for marketing, if ever, will offer important new tools to clinicians treating patients with AMR infections. We have collaborated with Merck, Inc. to establish the Acuitas Lighthouse Knowledgebase, which is currently commercially available in the United States for RUO. The Acuitas Lighthouse Knowledgebase includes approximately 15,000 bacterial isolates from the Merck SMART surveillance network of 192 hospitals in 52 countries and other sources. The relevant datasets from Lighthouse have successfully been integrated into Ares Genetics’ ARESdb. Ares Genetics’ ARESdb is a comprehensive database of genetic and phenotypic information. ARESdb was originally designed based on the SIEMENS microbiology strain collection covering resistant pathogens and its development has significantly expanded, also by transferring data from the Acuitas Lighthouse into ARESdb to now cover approximately 78,000 bacterial isolates that have been sequenced using NGS technology and tested for susceptibility with applicable antibiotics from a range of over 100 antimicrobial drugs. In September 2019, Ares Genetics had signed a technology evaluation agreement with an undisclosed global IVD corporation. In the collaboration, Ares Genetics further enriched ARESdb with a focus on certain pathogens relevant in a first, undisclosed infectious disease indication. Following the successful completion of this collaborative R&D project, the IVD partner exercised its option for a 90-day period of exclusive negotiations with Ares Genetics for a potential exclusive license to ARESdb in the field of human clinical diagnostics. Following the lapse of such 90-day period without any commercial deal being signed, Ares Genetics is now in multiple, nonexclusive parallel discussions with several interested parties and such discussions are ongoing. Additional partnerships with a U.S. CLIA lab and CRO as well as UPMC have been initiated and are ongoing.
In addition to potential future licensing and partnering, OpGen’s subsidiary Ares Genetics intends to independently utilize the proprietary biomarker content in these databases, as well as to build an independent business in NGS and AI based offerings for AMR research and diagnostics in collaboration with its current and potential future partners in the life science, pharmaceutical and diagnostics industries. Ares Genetics signed up Siemens Technology Accelerator and AGES (Austrian Agency for Health and Food Safety), as well as several other national institutions from various European countries as new customers, as well as entered into another technology assessment and feasibility project with another undisclosed major global IVD corporation, which was also successfully completed.
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The Unyvero A50 tests for up to 130 diagnostic targets (pathogens and resistance genes) in under five hours with approximately two minutes of hands-on time. The system was first CE-IVD-marked in 2012 and was FDA cleared in 2018 along with the LRT test through a De Novo request. The Unyvero A30 RQ is a new device designed to address the low-to mid-plex testing market for 5-30 DNA targets and to provide results in approximately 30 to 90 minutes with 2-5 minutes of hands-on time. The Unyvero A30 RQ has a small benchtop footprint and has an attractive cost of goods profile. Curetis has been following a partnering strategy for the Unyvero A30 RQ and, following the successful completion of a key development milestone, Curetis has begun final verification and validation testing of the A30 instruments and has actively engaged in several ongoing partnering discussions and due diligence under respective material transfer agreements.
The Company has extensive partner and distribution relationships to help accelerate the establishment of a global infectious disease diagnostic testing and informatics business. Partners include A. Menarini Diagnostics for pan-European distribution to currently 11 countries and Beijing Clear Biotech Co. Ltd. for Unyvero A50 product distribution in China. We have a network of distributors covering many countries in Europe, the Middle East and Africa, Asia Pacific and Latin America. With the discontinuation of our FISH products business in Europe, we have reduced our network of distributors to only those distributors actively commercializing our Unyvero line of products or CE-IVD-marked SARS-CoV-2 test kits.
OpGen will continue to develop and seek FDA and other regulatory clearances or approvals, as applicable, for our Unyvero UTI and IJI products. OpGen will continue to offer the FDA-cleared Unyvero LRT and LRT BAL Panels, and Acuitas AMR Gene Panel tests, as well as the Unyvero UTI Panel as a RUO product to hospitals, public health departments, clinical laboratories, pharmaceutical companies and contract research organizations (“CROs”). OpGen’s subsidiary, Curetis, continues its preparations for achieving compliance with the upcoming European Union’s In-Vitro-Diagnostic Device Regulation (IVDR), which officially will go into effect in May 2022. Given the lack of designated Notified Bodies at this time, and with the recent EU commission proposal to provide for generous multi-year grace periods for IVD products with current IVDD CE marking, it is currently unclear at what point in time which of our products will actually begin to fall under the new regulation.
Our headquarters are in Rockville, Maryland, and our principal operations are in Rockville, Maryland and Holzgerlingen and Bodelshausen, both in Germany. We also have operations in Vienna, Austria. We operate in one business segment.
Recent developments
COVID-19 Impact
On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. COVID-19 has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption in the financial markets.
As a result, we have experienced a material impact on our business, financial condition or results of operations for the three and nine months ended September 30, 2021, and significant business disruptions as a result of the outbreak. For example, some of our employees are currently still working remotely from home, we have continued to suspend most business travel, and we are still not always able to physically meet with future and current customers to sell and market our products.
We continue to monitor the impacts of COVID-19 on the global economy and on our business operations. However, at this time, it is difficult to predict how long the potential operational impacts of COVID-19 will remain in effect or to what degree they will impact our operations and financial results. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition, as well as our ability to execute our business strategies and initiatives in their respective expected time frames.
Financings
Since inception, we have incurred, and continue to incur, significant losses from operations. We have funded our operations primarily through external investor financing arrangements. During 2020, we raised net proceeds of approximately $33.8 million. The following financing transactions took place during 2021, raising combined net proceeds of approximately $48.25 million:
| · | On February 11, 2021, the Company closed the February 2021 Offering raising net proceeds of $23.5 million, and gross proceeds of $25.0 million. |
| · | On March 9, 2021, the Company entered into the Exercise Agreement to induce the warrant holders from our 2020 PIPE to exercise their warrants issued in the 2020 PIPE. The Company received aggregate gross proceeds before expenses of approximately $9.65 million from the exercise of all of the remaining 4,842,615 outstanding Existing Warrants held by the Holder and the payment of the purchase price for the New Warrants. |
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| · | Subsequent to September 30, 2021, the Company sold 680,000 shares of its common stock under the 2020 ATM Offering resulting in aggregate net proceeds to the Company of approximately $1,500,000, and gross proceeds of approximately $1,548,000. |
| · | On October 18, 2021, the Company closed the October 2021 Offering with a single healthcare-focused institutional investor of 150,000 shares of convertible preferred stock and warrants to purchase up to an aggregate of 7,500,000 shares of common stock. The shares of preferred stock have a stated value of $100 per share and are convertible into an aggregate of 7,500,000 shares of common stock at a conversion price of $2.00 per share at any time after the Company has received stockholder approval to increase the number of authorized shares of common stock of the Company. The warrants have an exercise price of $2.05 per share, will become exercisable on the later of the date of stockholder approval and six months following the date of issuance, and will expire five years following the initial exercise date. The October 2021 Offering raised aggregate net proceeds of $13.9 million, and gross proceeds of $15.0 million. |
Results of operations for the three months ended September 30, 2021 and 2020
Revenues
| Three months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Product sales | $ | 643,887 | $ | 601,562 | ||||
| Laboratory services | 192,753 | 112,892 | ||||||
| Collaboration revenue | 402,492 | 342,311 | ||||||
| Total revenue | $ | 1,239,132 | $ | 1,056,765 | ||||
Total revenue for the three months ended September 30, 2021 increased approximately 17% when compared to the same period in 2020, with a change in the mix of revenue, as follows:
| · | Product Sales: an increase in revenue of approximately 7% in the 2021 period compared to the 2020 period is primarily attributable to an increase in the Company’s Unyvero product sales offset, in part, by the loss of FISH products revenue following the discontinuation of the FISH business; |
| · | Laboratory Services: an increase in revenue of approximately 71% in the 2021 period compared to the 2020 period is primarily attributable to an increase in Ares Genetics’ laboratory services as well as COVID testing services performed by the Company’s Curetis subsidiary; and |
| · | Collaboration Revenue: an increase in revenue of approximately 18% in the 2021 period compared to the 2020 period is primarily attributable to an increase in Ares Genetics collaboration revenue. |
Operating expenses
| Three months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cost of products sold | $ | 648,298 | $ | 1,350,296 | ||||
| Cost of services | 203,314 | 159,794 | ||||||
| Research and development | 2,382,303 | 2,433,553 | ||||||
| General and administrative | 2,088,226 | 2,356,413 | ||||||
| Sales and marketing | 1,003,577 | 932,671 | ||||||
| Total operating expenses | $ | 6,325,718 | $ | 7,232,727 | ||||
Our total operating expenses for the three months ended September 30, 2021 decreased approximately 13% when compared to the same period in 2020. Operating expenses changed as follows:
| · | Cost of products sold: cost of products sold for the three months ended September 30, 2021 decreased approximately 52% when compared to the same period in 2020. The decrease in cost of products sold is primarily attributable to the discontinuation of the Company’s FISH line of products; |
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| · | Cost of services: cost of services for the three months ended September 30, 2021 increased approximately 27% when compared to the same period in 2020. The increase in cost of services is primarily attributable to an increase in laboratory service and collaboration revenue by Ares Genetics; |
| · | Research and development: research and development expenses for the three months ended September 30, 2021 decreased approximately 2% when compared to the same period in 2020, primarily due to reduced expenses related to our Acuitas AMR clinical trials; |
| · | General and administrative: general and administrative expenses for the three months ended September 30, 2021 decreased approximately 11% when compared to the same period in 2020, primarily due to a decrease in payroll related expenses; and |
| · | Sales and marketing: sales and marketing expenses for the three months ended September 30, 2021 increased approximately 8% when compared to the same period in 2020, primarily due to the expansion of our US sales team. |
Other expense
| Three months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Interest expense | $ | (1,222,867 | ) | $ | (1,183,927 | ) | ||
| Foreign currency transaction gains (losses) | 229,074 | (501,168 | ) | |||||
| Other income | 31,844 | 19,965 | ||||||
| Change in fair value of derivative financial instruments | (8,161 | ) | 165,497 | |||||
| Total other expense | $ | (970,110 | ) | $ | (1,499,633 | ) | ||
Our total other expense for the three months ended September 30, 2021 decreased when compared to the same period in 2020 primarily due to the change in foreign currency transaction gains (losses).
Results of operations for the nine months ended September 30, 2021 and 2020
The results of operations for the nine months ended September 30, 2020 exclude results from operations of Curetis and its subsidiaries for the three months ended March 31, 2020.
Revenues
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Product sales | $ | 1,479,270 | $ | 1,569,799 | ||||
| Laboratory services | 643,602 | 138,884 | ||||||
| Collaboration revenue | 757,591 | 1,153,400 | ||||||
| Total revenue | $ | 2,880,463 | $ | 2,862,083 | ||||
Total revenue for the nine months ended September 30, 2021 increased approximately 1% when compared to the same period in 2020, with a change in the mix of revenue, as follows:
| · | Product Sales: a decrease in revenue of approximately 6% in the 2021 period compared to the 2020 period is primarily attributable due to the Company’s exit from the Company’s FISH business, offset in part by the inclusion of Curetis’ products sales subsequent to the Transaction; |
| · | Laboratory Services: an increase in revenue of approximately 363% in the 2021 period compared to the 2020 period is primarily attributable to the inclusion of Curetis and Ares Genetics’ laboratory services subsequent to the Transaction, including COVID testing services performed by the Company’s Curetis subsidiary; and |
| · | Collaboration Revenue: a decrease in revenue of approximately 34% in the 2021 period compared to the 2020 period is primarily attributable to the conclusion of non-recurring partnering revenues from a completed research and development collaboration with an IVD partner at Ares Genetics in 2020 and non-recurring milestone based revenue from the NYS project. |
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Operating expenses
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cost of products sold | $ | 1,544,932 | $ | 2,340,766 | ||||
| Cost of services | 446,232 | 550,115 | ||||||
| Research and development | 8,055,384 | 6,630,134 | ||||||
| General and administrative | 7,444,138 | 6,549,432 | ||||||
| Sales and marketing | 2,705,378 | 2,258,980 | ||||||
| Transaction costs | — | 470,322 | ||||||
| Impairment of intangible assets | — | 750,596 | ||||||
| Impairment of right-of-use asset | 170,714 | — | ||||||
| Total operating expenses | $ | 20,366,778 | $ | 19,550,345 | ||||
Our total operating expenses for the nine months ended September 30, 2021 increased approximately 4% when compared to the same period in 2020. Operating expenses changed as follows:
| · |
Cost of products sold: cost of products sold for the nine months ended September 30, 2021 decreased approximately 34% when compared to the same period in 2020. The decrease in cost of products sold is primarily attributable to the discontinuance of the Company’s FISH line of products, partially offset by increased costs due to the sale of Curetis products; |
| · | Cost of services: cost of services for the nine months ended September 30, 2021 decreased approximately 19% when compared to the same period in 2020. The decrease in cost of services is primarily attributable to lower Ares Genetics’ collaboration revenue; |
| · | Research and development: research and development expenses for the nine months ended September 30, 2021 increased approximately 21% when compared to the same period in 2020. The increase in research and development is primarily attributable to the inclusion of Curetis’ and Ares Genetics’ research and development expenses subsequent to the Transaction; |
| · | General and administrative: general and administrative expenses for the nine months ended September 30, 2021 increased approximately 14% when compared to the same period in 2020, primarily due to the inclusion of Curetis’ expenses subsequent to the Transaction; |
| · | Sales and marketing: sales and marketing expenses for the nine months ended September 30, 2021 increased approximately 20% when compared to the same period in 2020, primarily due to the inclusion of Curetis’ sales and marketing expenses subsequent to the Transaction, partially offset by lower travel costs; |
| · | Transaction costs: transaction costs for the nine months ended September 30, 2020 represent one-time costs incurred as part of the business combination with Curetis; |
| · | Impairment of intangible assets: impairment of intangible assets for the nine months ended September 30, 2020 represents the write down of intangible assets acquired from AdvanDx in 2015; and |
| · | Impairment of right-of-use asset: impairment of right-of-use asset for the nine months ended September 30, 2021 represents the impairment of our San Diego, California ROU asset. |
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Other expense
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Warrant inducement expense | $ | (7,755,541 | ) | $ | — | |||
| Gain on extinguishment of debt | 259,353 | — | ||||||
| Interest expense | (3,586,018 | ) | (2,267,085 | ) | ||||
| Foreign currency transaction gains (losses) | 655,774 | (794,832 | ) | |||||
| Other income | 41,471 | 101,644 | ||||||
| Change in fair value of derivative financial instruments | (122,572 | ) | 548,008 | |||||
| Total other expense | $ | (10,507,533 | ) | $ | (2,412,265 | ) | ||
Our total other expense for the nine months ended September 30, 2021 increased when compared to the same period in 2020 primarily due to warrant inducement expense related to our 2021 Warrant Exercise and an increase in interest expense associated with the debt assumed as part of the Transaction with Curetis.
Liquidity and capital resources
As of September 30, 2021, we had cash and cash equivalents of $25.4 million compared to $13.4 million at December 31, 2020. We have funded our operations primarily through external investor financing arrangements and have raised funds in 2021 and 2020, including:
During the year ended December 31, 2020, we sold 7,521,610 shares of common stock under the 2020 ATM Offering resulting in aggregate net proceeds to us of approximately $15.8 million, and gross proceeds of $16.7 million.
During the year ended December 31, 2020, approximately 4.3 million common warrants issued in our October 2019 Public Offering were exercised for net proceeds of approximately $8.7 million.
On November 25, 2020, we closed the 2020 PIPE of (i) 2,245,400 shares of common stock, (ii) 4,842,615 warrants to purchase shares of common stock and (iii) 2,597,215 pre-funded warrants. The offering raised gross proceeds of approximately $10.0 million and net proceeds of approximately $9.3 million.
On February 11, 2021, we closed the February 2021 Offering for the purchase of (i) 2,784,184 shares of common stock, (ii) 5,549,149 pre-funded warrants, and (iii) unregistered common share purchase warrants to purchase 4,166,666 shares. The February 2021 Offering raised aggregate net proceeds of $23.5 million, and gross proceeds of $25.0 million.
On March 9, 2021, we closed the 2021 Warrant Exercise resulting in the issuance of 4,842,615 shares of common stock and raising gross proceeds of approximately $9.65 million and net proceeds of $9.3 million.
Subsequent to September 30, 2021, we sold 680,000 shares of our common stock under the 2020 ATM Offering resulting in aggregate net proceeds to us of approximately $1,500,000, and gross proceeds of approximately $1,548,000.
On October 18, 2021, we closed the October 2021 Offering of 150,000 shares of convertible preferred stock and warrants to purchase up to an aggregate of 7,500,000 shares of common stock. The October 2021 Offering raised aggregate net proceeds of $13.9 million, and gross proceeds of $15.0 million.
To meet our capital needs, we are considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions, and licensing and/or partnering arrangements. There can be no assurance that we will be able to complete any such transaction on acceptable terms or otherwise. We believe that our cash and cash equivalents as of September 30, 2021 and proceeds from the October 2021 Offering will be sufficient to repay or refinance the current portion of our debt and fund operations into the fourth quarter of 2022. This has led management to conclude that there is substantial doubt about our ability to continue as a going concern. In the event we are unable to successfully raise additional capital during or before the end of the fourth quarter of 2022, we will not have sufficient cash flows and liquidity to finance our business operations as currently contemplated. Accordingly, in such circumstances we would be compelled to immediately reduce general and administrative expenses and delay research and development projects, including the purchase of scientific equipment and supplies, until we are able to obtain sufficient financing. If such sufficient financing is not received on a timely basis, we would then need to pursue a plan to license or sell our assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection.
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Sources and uses of cash
Our principal source of liquidity is from financing activities, including issuances of equity and debt securities. The following table summarizes the net cash and cash equivalents provided by (used in) operating activities, investing activities and financing activities for the periods indicated:
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Net cash used in operating activities | $ | (17,690,398 | ) | $ | (16,458,167 | ) | ||
| Net cash used in investing activities | (1,824,765 | ) | (935,606 | ) | ||||
| Net cash provided by financing activities | 32,037,452 | 24,215,316 | ||||||
Net cash used in operating activities
Net cash used in operating activities for the nine months ended September 30, 2021 consists primarily of our net loss of $28.0 million, reduced by certain noncash items, including inducement expense related to warrant repricing of $7.8 million, depreciation and amortization expense of $2.1 million, noncash interest expense of $3.0 million, and share-based compensation expense of $0.7 million. Net cash used in operating activities for the nine months ended September 30, 2020 consists primarily of our net loss of $19.1 million, reduced by certain noncash items, including impairment of intangible assets of $0.8 million, depreciation and amortization expense of $1.6 million, non-cash interest expense of $1.7 million, and share-based compensation expense of $0.2 million.
Net cash used in investing activities
Net cash used in investing activities for the nine months ended September 30, 2021 consists of the purchase of property and equipment. Net cash used in investing activities for the nine months ended September 30, 2020 consisted primarily of funds provided to Curetis GmbH as part of the Interim Facility offset by the acquisition of Curetis, net of cash acquired of $1.3 million.
Net cash provided by financing activities
Net cash provided by financing activities for the nine months ended September 30, 2021 consists primarily of the net proceeds from the February 2021 Offering, 2021 Warrant Exercise, and other exercises of common stock warrants, net of payments on debt and insurance financings. Net cash provided by financing activities for the nine months ended September 30, 2020 consisted primarily of the net proceeds from the 2020 ATM Offering, exercises of common stock warrants, and issuance of debt.
Critical accounting policies and use of estimates
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In our unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, warrant inducement, share-based compensation, allowances for doubtful accounts and inventory obsolescence, valuation of derivative financial instruments measured at fair value on a recurring basis, deferred tax assets and liabilities and related valuation allowance, estimated useful lives of long-lived assets, and the recoverability of long-lived assets. Actual results could differ from those estimates.
A summary of our significant accounting policies is included in Note 3 “Summary of significant accounting policies” to the accompanying unaudited condensed consolidated financial statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effects of matters that are inherently uncertain. Our critical policies are summarized in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2020.
Recently issued accounting pronouncements
See Note 3 “Summary of significant accounting policies” in this Form 10-Q for a full description of recent accounting pronouncements, including the respective expected dates of adoption and effects on our unaudited condensed consolidated financial statements.
Off-balance sheet arrangements
As of September 30, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements.
JOBS Act
Prior to December 31, 2020, the Company was an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (JOBS Act), and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including using the extended transition period for complying with new or revised accounting standards. As of December 31, 2020, the Company has become a non-accelerated filer under the rules of the SEC and is no longer classified as an EGC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management has carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2021. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Changes in Internal Control over Financial Reporting
On April 1, 2020, OpGen completed its business combination transaction of Curetis. The Company has not yet completed an assessment of the design and/or operating effectiveness of Curetis’ internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Reference is made to the Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Our Board of Directors could issue one or more additional series of preferred stock without stockholder approval with the effect of diluting existing stockholders and impairing their voting and other rights.
Our Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock, of which only 150,000 shares were issued as Series B Convertible Preferred Stock to an investor in our October 2021 Offering, with designations, rights and preferences as may be determined from time to time by our Board of Directors. Our Board of Directors is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to effect a change in control of our company. In the event that we issue preferred stock in the future that has preferences over our common stock with respect to payment of dividends or upon our liquidation, dissolution, or winding up, or if we issue preferred stock that is convertible into our common stock at, or that has voting rights that are, greater than a one-to-one ratio, the voting and other rights of the holders of our common stock or the market price of our common stock could be adversely affected.
Holders of our preferred stock may have interests and rights that are different from our common stockholders.
In October 2021, we issued 150,000 shares of Series B Convertible Preferred Stock, with a stated value of $100 per share, to an investor for aggregate gross proceeds of $15 million. The holders of the Series B Convertible Preferred Stock generally participate in dividends and proceeds of any liquidation, on an as-if converted basis, in an equal amount and form as the holders of shares of our common stock and are convertible, upon the occurrence of certain events, at a rate of $2.00 per share (subject to certain adjustments for stock dividends, stock splits or the occurrence of a fundamental transaction). The total number of shares of common stock issuable upon conversion of the outstanding shares of preferred stock is 7,500,000 shares (subject to adjustment), which if and when issued upon conversion will dilute the existing holders of common stock.
The shares of preferred stock have no voting rights, except that they have the right to vote, with the holders of common stock, as a single class, with each share of preferred stock entitled to 30,000 votes on: (i) any resolution to amend the Certificate to reduce the voting standard required for future amendments to a majority of the shares outstanding; and (ii) any resolution to amend the Certificate to increase the authorized shares of common stock to 100,000,000, provided, that the Company must count the votes of such preferred stock on such matter in proportion to the vote of the common stock on such resolution. The holders of preferred stock will therefore have a substantial number of votes in excess of the amount of shares of common stock underlying its shares of preferred stock on such proposals that will be considered at the Company’s Special Meeting of Stockholders to be held on December 8, 2021 (provided, that, as noted above, the votes of the preferred stock on the proposal to increase the authorized shares of common stock must be counted in proportion to the vote of the common stock on such proposal). Unless the Company’s number of authorized shares of common stock remaining available for issuance is increased, including by approval of the proposals at the Special Meeting by the requisite vote of the Company’s stockholders, the shares of preferred stock cannot be converted into common stock of the Company. In addition, there is also no established public trading market for the preferred stock, and we do not expect one to develop. Accordingly, the interests of the holders of preferred stock may differ from those of our common stockholders, including, with respect to the approval of such amendments to the Certificate.
38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
|
Exhibit Number |
Description | ||
| 31.1* | Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | ||
| 32.1* | Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 101* | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Unaudited Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Unaudited Condensed Consolidated Financial Statements. |
| * | Filed or furnished herewith |
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OPGEN, INC. | |||
| By: | /s/ Oliver Schacht | ||
| Oliver Schacht, Ph.D. | |||
| Chief Executive Officer (principal executive officer and principal financial officer) | |||
| Date: | November 12, 2021 | ||
40
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A)/15D-14(A)
I, Oliver Schacht, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of OpGen, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 12, 2021 |
| /s/ Oliver Schacht |
| Oliver Schacht, Ph.D. |
Chief Executive Officer (principal executive officer and principal financial officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of OpGen, Inc. (the “Company”) for the quarterly period ended September 30, 2021 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, the undersigned Chief Executive Officer of the Company hereby certifies that, to such officer’s knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| Date: November 12, 2021 | By: | /s/ Oliver Schacht | ||
| Oliver Schacht, Ph.D. | ||||
| Chief Executive Officer | ||||
| (principal executive officer and principal financial officer) | ||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.