0001079973-22-000968 | 10-Q | XBRL Viewer

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2022	Aug. 12, 2022
Document Information Line Items
Entity Registrant Name	OPGEN, INC.
Trading Symbol	OPGN
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		48,326,942
Amendment Flag	false
Entity Central Index Key	0001293818
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-37367
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1614015
Entity Address, Address Line One	9717 Key West Avenue
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	(240)
Local Phone Number	813-1260
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 16,586,577	$ 36,080,392
Accounts receivable, net	738,148	1,172,396
Inventory, net	1,196,956	1,239,456
Prepaid expenses and other current assets	1,687,564	1,250,331
Total current assets	20,209,245	39,742,575
Property and equipment, net	3,209,311	4,011,748
Finance lease right-of-use assets, net	19,660	90,467
Operating lease right-of-use assets	1,582,325	1,814,396
Goodwill	6,884,915	7,453,007
Intangible assets, net	12,969,215	14,530,209
Strategic inventory	3,492,602	3,472,337
Other noncurrent assets	441,320	551,794
Total assets	48,808,593	71,666,533
Current liabilities
Accounts payable	731,845	1,307,081
Accrued compensation and benefits	1,575,299	1,621,788
Accrued liabilities	788,153	1,965,845
Current maturities of long-term debt	10,887,469	14,519,113
Short-term finance lease liabilities	16,731	43,150
Short-term operating lease liabilities	394,027	459,792
Total current liabilities	14,393,524	19,916,769
Long-term debt, net	4,024,413	7,176,251
Long-term finance lease liabilities	1,962	3,644
Long-term operating lease liabilities	2,721,233	2,977,402
Derivative liabilities	175,498	228,589
Other long-term liabilities	130,983	146,798
Total liabilities	21,447,613	30,449,453
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021
Common stock, $0.01 par value; 100,000,000 shares authorized; 46,623,618 and 46,450,250 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	466,237	464,503
Additional paid-in capital	276,205,778	275,708,490
Accumulated deficit	(248,185,670)	(235,541,539)
Accumulated other comprehensive (loss) income	(1,125,365)	585,626
Total stockholders’ equity	27,360,980	41,217,080
Total liabilities and stockholders’ equity	$ 48,808,593	$ 71,666,533

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share) (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share) (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	46,623,618	46,450,250
Common stock, shares issued	46,623,618	46,450,250

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue
Total revenue	$ 967,205	$ 811,615	$ 1,436,950	$ 1,641,331
Operating expenses
Cost of products sold	646,389	342,580	938,386	896,634
Cost of services	15,650	137,934	46,212	242,918
Research and development	2,273,756	2,859,590	4,590,197	5,673,081
General and administrative	2,134,266	2,692,255	4,759,319	5,355,912
Sales and marketing	1,169,349	802,549	2,220,781	1,701,801
Impairment of right-of-use asset		115,218		170,714
Total operating expenses	6,239,410	6,950,126	12,554,895	14,041,060
Operating loss	(5,272,205)	(6,138,511)	(11,117,945)	(12,399,729)
Other (expense) income
Gain on extinguishment of debt		259,353		259,353
Warrant inducement expense				(7,755,541)
Interest and other income	13,851	4,702	16,972	9,627
Interest expense	(779,912)	(1,198,169)	(2,049,493)	(2,363,151)
Foreign currency transaction gains (losses)	271,967	(915)	470,707	426,700
Change in fair value of derivative financial instruments	(74,116)	(13,021)	35,628	(114,411)
Total other expense	(568,210)	(948,050)	(1,526,186)	(9,537,423)
Loss before income taxes	(5,840,415)	(7,086,561)	(12,644,131)	(21,937,152)
Provision for income taxes
Net loss	(5,840,415)	(7,086,561)	(12,644,131)	(21,937,152)
Net loss available to common stockholders	$ (5,840,415)	$ (7,086,561)	$ (12,644,131)	$ (21,937,152)
Net loss per common share - basic and diluted (in Dollars per share)	$ (0.13)	$ (0.19)	$ (0.27)	$ (0.65)
Weighted average shares outstanding - basic and diluted (in Shares)	46,574,512	38,268,293	46,529,718	33,900,964
Net loss	$ (5,840,415)	$ (7,086,561)	$ (12,644,131)	$ (21,937,152)
Other comprehensive income (loss) - foreign currency translation	(1,227,142)	529,651	(1,710,991)	(548,828)
Comprehensive loss	(7,067,557)	(6,556,910)	(14,355,122)	(22,485,980)
Product sales
Revenue
Total revenue	889,271	307,804	1,255,323	835,383
Laboratory services
Revenue
Total revenue	20,570	266,784	63,499	450,849
Collaboration revenue
Revenue
Total revenue	$ 57,364	$ 237,027	$ 118,128	$ 355,099

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net loss per common share - basic and diluted (in Dollars per share)	$ (0.13)	$ (0.19)	$ (0.27)	$ (0.65)
Weighted average shares outstanding - basic and diluted (in Shares)	46,574,512	38,268,293	46,529,718	33,900,964

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid- in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Balances (in Shares) at Dec. 31, 2020	25,085,534
Balances at Dec. 31, 2020	$ 250,855	$ 219,129,045	$ 2,547,182	$ (200,735,827)	$ 21,191,255
Offering of common stock and warrants, net of issuance costs (in Shares)	8,333,333
Offering of common stock and warrants, net of issuance costs	$ 83,334	23,390,628			23,473,962
Inducement expense related to warrant reprice		7,755,541			7,755,541
Common stock warrant exercises, net of issuance costs	$ 48,476	9,045,696			9,094,172
Common stock warrant exercises, net of issuance costs (in Shares)	4,847,615
Proceeds from issuance of common stock warrants		255,751			255,751
Stock compensation expense		189,670			189,670
Foreign currency translation			(1,078,479)		(1,078,479)
Net loss				(14,850,591)	(14,850,591)
Balances (in Shares) at Mar. 31, 2021	38,266,482
Balances at Mar. 31, 2021	$ 382,665	259,766,331	1,468,703	(215,586,418)	46,031,281
Balances (in Shares) at Dec. 31, 2020	25,085,534
Balances at Dec. 31, 2020	$ 250,855	219,129,045	2,547,182	(200,735,827)	21,191,255
Inducement expense related to warrant reprice					7,755,541
Net loss					(21,937,152)
Balances (in Shares) at Jun. 30, 2021	38,270,250
Balances at Jun. 30, 2021	$ 382,703	260,027,841	1,998,354	(222,672,979)	39,735,919
Balances (in Shares) at Mar. 31, 2021	38,266,482
Balances at Mar. 31, 2021	$ 382,665	259,766,331	1,468,703	(215,586,418)	46,031,281
Issuance of RSUs	$ 38	(38)
Issuance of RSUs (in Shares)	3,768
Stock compensation expense		261,548			261,548
Foreign currency translation			529,651		529,651
Net loss				(7,086,561)	(7,086,561)
Balances (in Shares) at Jun. 30, 2021	38,270,250
Balances at Jun. 30, 2021	$ 382,703	260,027,841	1,998,354	(222,672,979)	39,735,919
Balances (in Shares) at Dec. 31, 2021	46,450,250
Balances at Dec. 31, 2021	$ 464,503	275,708,490	585,626	(235,541,539)	41,217,080
Issuance of RSUs	$ 1,075	(1,075)
Issuance of RSUs (in Shares)	107,500
Stock compensation expense		241,619			241,619
Foreign currency translation			(483,849)		(483,849)
Net loss				(6,803,716)	(6,803,716)
Balances (in Shares) at Mar. 31, 2022	46,557,750
Balances at Mar. 31, 2022	$ 465,578	275,949,034	101,777	(242,345,255)	34,171,134
Balances (in Shares) at Dec. 31, 2021	46,450,250
Balances at Dec. 31, 2021	$ 464,503	275,708,490	585,626	(235,541,539)	41,217,080
Inducement expense related to warrant reprice
Net loss					(12,644,131)
Balances (in Shares) at Jun. 30, 2022	46,623,618
Balances at Jun. 30, 2022	$ 466,237	276,205,778	(1,125,365)	(248,185,670)	27,360,980
Balances (in Shares) at Mar. 31, 2022	46,557,750
Balances at Mar. 31, 2022	$ 465,578	275,949,034	101,777	(242,345,255)	34,171,134
Issuance of RSUs	$ 659	(659)
Issuance of RSUs (in Shares)	65,868
Stock compensation expense		257,403			257,403
Foreign currency translation			(1,227,142)		(1,227,142)
Net loss				(5,840,415)	(5,840,415)
Balances (in Shares) at Jun. 30, 2022	46,623,618
Balances at Jun. 30, 2022	$ 466,237	$ 276,205,778	$ (1,125,365)	$ (248,185,670)	$ 27,360,980

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (12,644,131)	$ (21,937,152)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	978,287	1,290,139
Noncash interest expense	1,613,662	1,934,356
Loss on disposal of equipment	15,979
Stock compensation expense	499,022	451,218
Gain on extinguishment of debt		(259,353)
Inducement expense related to warrant reprice		7,755,541
Change in fair value of derivative liabilities	(35,628)	114,411
Impairment of right-of-use asset		170,714
Changes in operating assets and liabilities
Accounts receivable	361,943	172,048
Inventory	(288,447)	(1,253,260)
Other assets	(350,237)	(303,073)
Accounts payable	(508,949)	(627,285)
Accrued compensation and other liabilities	(1,342,405)	(57,706)
Deferred revenue		(9,808)
Net cash used in operating activities	(11,700,904)	(12,559,210)
Cash flows from investing activities
Purchases of property and equipment	(83,563)	(1,723,064)
Net cash used in investing activities	(83,563)	(1,723,064)
Cash flows from financing activities
Proceeds from issuance of common stock warrants		255,751
Proceeds from issuance of common stock and pre-funded warrants in registered offering, net of selling costs		23,473,962
Proceeds from the exercise of common stock warrants, net of issuance costs		9,094,172
Payments on debt	(6,819,405)	(441,076)
Payments on finance lease obligations	(28,101)	(177,742)
Net cash (used in) provided by financing activities	(6,847,506)	32,205,067
Effects of exchange rates on cash	(972,316)	(296,403)
Net (decrease) increase in cash and cash equivalents and restricted cash	(19,604,289)	17,626,390
Cash and cash equivalents and restricted cash at beginning of period	36,632,186	14,107,255
Cash and cash equivalents and restricted cash at end of period	17,027,897	31,733,645
Supplemental disclosure of cash flow information
Cash paid for interest	838,452	888,374
Supplemental disclosures of noncash investing and financing activities
Right-of-use assets acquired through operating leases		748,294
Property and equipment transferred to inventory	$ 152,243

Organization

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Organization

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 (the “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”). References 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. Along with its subsidiaries, Curetis GmbH and Ares Genetics GmbH, 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 the ARES Technology Platform including ARESdb, NGS technology and AI-powered bioinformatics solutions for antibiotic response prediction including ARESiss, ARESid, and AREScloud, 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 during the first quarter of 2021 (see Note 10). The Company's FISH customers and distribution partners had 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, the FDA-cleared Acuitas AMR Gene Panel diagnostic test, as well as the Unyvero UTI Panel as an 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.

Going Concern and Management’s Plans

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Management’s Plans

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 and negative operating cash flows and has a significant amount of debt coming due in 2022. The Company has funded its operations primarily through external investor financing arrangements and significant actions taken by the Company, including the following:

● On June 24, 2022, the Company entered into an At the Market Common Offering (the “2022 Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as a sales agent, 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 $10.65 million of shares of the Company's common stock through the sales agent (the “2022 ATM Offering”). As of June 30, 2022, the Company had not sold any shares under the 2022 ATM Offering (see Note 11).

●

On May 23, 2022, the Company, as guarantor, the Company’s German operating subsidiary Curetis GmbH, as borrower, the Company’s operating subsidiary Ares Genetics GmbH, as an additional guarantor, and the European Investment Bank (the “EIB”) entered into a Waiver and Amendment Letter (the “Amendment”) relating to the amendment of that certain Finance Contract, dated December 12, 2016 (the “Finance Contract”), as amended, between the EIB and Curetis pursuant to which Curetis borrowed an aggregate amount of €18.0 million in three tranches. The Amendment restructured the first tranche of approximately €13.35 million (including accumulated and deferred interest) of the Company’s indebtedness with the EIB. Pursuant to the Amendment, the Company repaid €5.0 million to the EIB in April 2022. The Company also agreed, among other things, to amortize the remainder of the debt tranche over the twelve-month period beginning in May 2022. The Amendment also provides for the increase of the percent participation interest (“PPI”) under the Finance Contract from 0.3% to 0.75% beginning in June 2024. The terms of the second and third tranches of the Company’s indebtedness of €3.0 million and €5.0 million in principal, respectively, plus accumulated deferred interest remain unchanged pursuant to the Amendment.

●

On October 18, 2021, the Company closed a registered direct offering (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 had a stated value of $100 per share and were converted into an aggregate of 7,500,000 shares of common stock at a conversion price of $2.00 per share after the Company received stockholder approval for an increase to its number of authorized shares of common stock, which approval occurred at the Company’s special meeting of stockholders held in December 2021. Thereafter, all shares of preferred stock sold in the October 2021 Offering were converted into 7,500,000 shares of common stock in December 2021 so that there were no shares of preferred stock outstanding as of June 30, 2022. The warrants have an exercise price of $2.05 per share, became exercisable 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.

●

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. 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 0.65 shares of common stock for each share of common stock issued upon such exercise of the Existing Warrants pursuant to the Exercise Agreement for an aggregate of 3,147,700 New Warrants. The terms of the New Warrants are substantially similar to those of the Existing Warrants, except that the New Warrants have an exercise price of $3.56. The New Warrants are immediately exercisable and will expire five years from the date of the Exercise Agreement. The Holder paid an aggregate of $255,751 to the Company for the purchase of the New Warrants. The Company received aggregate gross proceeds before expenses of approximately $9.65 million from the exercise of the remaining Existing Warrants held by the Holder and the payment of the purchase price for the New Warrants (together, the “2021 Warrant Exercise”). As additional compensation, A.G.P./Alliance Global Partners, the Company’s placement agent for such warrant exchange, will receive a cash fee equal to $200,000 upon the cash exercise in full of the New Warrants.

● 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) 2,784,184 shares of common stock and (ii) 5,549,149 pre-funded warrants, with each pre-funded warrant exercisable for one share of common stock. The Company also issued to the investor, in a concurrent private placement, unregistered common share purchase warrants to purchase 4,166,666 shares of the Company’s common stock. Each share of common stock and accompanying common warrant were sold together at a combined offering price of $3.00, and each pre-funded warrant and accompanying common warrant were sold together at a combined offering price of $2.99. The pre-funded warrants were immediately exercisable, at an exercise price of $0.01, and could be exercised at any time until all of the pre-funded warrants are exercised in full. The common warrants have an exercise price of $3.55 per share, are exercisable commencing on the six-month anniversary of the date of issuance, and will expire five and one-half (5.5) years from the date of issuance. The February 2021 Offering raised aggregate net proceeds of $23.5 million, and gross proceeds of $25.0 million. As of December 31, 2021, all 5,549,149 pre-funded warrants issued in the February 2021 Offering were exercised.

● On February 11, 2020, the Company entered into an At the Market Common Offering (the “ATM Agreement”) with Wainwright which was amended and restated on November 13, 2020 to add BTIG, LLC (“BTIG”) as a sales agent, 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 $22.1 million of shares of the Company's common stock through the sales agents (the “2020 ATM Offering”). During the year ended December 31, 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 $1.48 million, and gross proceeds of approximately $1.55 million. The Company terminated the ATM Agreement in conjunction with the execution of the 2022 ATM Agreement.

On February 28, 2022, the Listing Qualifications Staff of The Nasdaq Stock Market LLC notified the Company that the closing bid price of the Company’s common stock had, for 30 consecutive business days preceding the date of such notice, been below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Rule 5550(a)(2). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 29, 2022, to regain compliance. If at any time before August 29, 2022, the closing bid price of the Common Stock is at least $1 for a minimum of ten (10) consecutive trading days, the Company can regain compliance. If the Company is not compliance with the minimum bid price requirement by August 29, 2022, the Company may be entitled to an additional 180-day grace period if the Company meets the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market at such time.

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 will be sufficient to repay or refinance the current portion of the Company’s debt and fund operations into the first quarter of 2023. 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 first quarter of 2023, 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.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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, 2021 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 June 30, 2022 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; and Vienna, Austria, 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 (loss), a component of stockholders’ equity. Foreign currency translation adjustments are the sole component of accumulated other comprehensive income (loss) at June 30, 2022 and December 31, 2021.

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 repricing, 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 equivalent, receivables, accounts payable, deferred revenue and short-term notes) 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 occasionally exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk.

At June 30, 2022 and December 31, 2021, the Company had funds totaling $441,320 and $551,794, respectively, which are required as collateral for letters of credit benefiting its landlords and for credit card processors. These funds are reflected in other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets.

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:

	June 30, 2022		December 31, 2021		June 30, 2021		December 31, 2020
Cash and cash equivalents	$	16,586,577	$	36,080,392	$	31,182,385	$	13,360,463
Restricted cash		441,320		551,794		551,260		746,792
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	17,027,897	$	36,632,186	$	31,733,645	$	14,107,255

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 30 to 90 days and are stated at amounts due from customers. The Company evaluates if an allowance is necessary by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the customer’s current ability to pay its obligation. If amounts become uncollectible, they are charged to operations when that determination is made. The allowance for doubtful accounts was $0 as of June 30, 2022 and December 31, 2021, respectively.

At June 30, 2022, the Company had accounts receivable from one customer which individually represented 75% of total accounts receivable. At December 31, 2021, the Company had accounts receivable from two customers which individually represented 52% and 14% of total accounts receivable, respectively. For the three months ended June 30, 2022, revenue earned from two customers represented 57% and 12% of total revenues, respectively. For the three months ended June 30, 2021, revenue earned from two customers represented 29% and 13% of total revenues, respectively. For the six months ended June 30, 2022, revenue earned from two customers represented 47% and 15% of total revenues, respectively. For the six months ended June 30, 2021, revenue earned from three customers represented 21%, 13%, and 11% of total revenues, respectively.

Inventory

Inventories are valued using the first-in, first-out cost method and stated at the lower of cost or net realizable value and consist of the following:

	June 30, 2022		December 31, 2021
Raw materials and supplies	$	884,474	$	866,963
Work-in-process		48,680		100,801
Finished goods		3,756,404		3,744,029
Total	$	4,689,558	$	4,711,793

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 $105,722 and $98,064 at June 30, 2022 and December 31, 2021, respectively.

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 good 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.

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 six months ended June 30, 2022 and 2021, 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 six months ended June 30, 2021, the Company had determined that the ROU asset associated with its San Diego, California office lease may not be recoverable. As a result, the Company had recorded an impairment charge of $115,218 and $170,714 during the three and six months ended June 30, 2021, respectively.

Intangible assets and goodwill

Intangible assets and goodwill as of June 30, 2022 consist of finite-lived and indefinite-lived intangible assets and goodwill.

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 June 30, 2022 and December 31, 2021:

June 30, 2022

December 31, 2021

Subsidiary Cost
Accumulated

Amortization
Effect of Foreign Exchange Rates Net Balance
Accumulated

Amortization
Effect of Foreign Exchange Rates Net Balance

Trademarks and tradenames Curetis $ 1,768,000 $ (373,698 ) $ (107,132 ) $ 1,287,170 $ (316,930 ) $ 43,015 $ 1,494,085

Distributor relationships Curetis 2,362,000 (332,838 ) (143,124 ) 1,886,038 (282,277 ) 57,465 2,137,188

A50 - Developed technology Curetis 349,000 (105,393 ) (21,147 ) 222,460 (89,384 ) 8,492 268,108

Ares - Developed technology Curetis 5,333,000 (805,142 ) (323,155 ) 4,204,703 (682,833 ) 129,745 4,779,912

A30 - In-Process Research & Development Curetis 5,706,000 — (337,156 ) 5,368,844 — 144,916 5,850,916

$ 15,518,000 $ (1,617,071 ) $ (931,714 ) $ 12,969,215 $ (1,371,424 ) $ 383,633 $ 14,530,209

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		10 years
Customer/distributor relationships		15 years
A50 – Developed technology		7 years
Ares – Developed technology		14 years
A30 – Acquired in-process research & development		Indefinite

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 $182,993 and $204,800 for the three months ended June 30, 2022 and 2021, respectively. Total amortization expense of intangible assets was $375,018 and $402,642 for the six months ended June 30, 2022 and 2021, respectively. Expected future amortization of intangible assets is as follows:

Year Ending December 31,
	2022 (Six months)	$	359,349
	2023		718,697
	2024		718,697
	2025		718,697
	2026		718,697
	2027		683,530
	Thereafter		3,682,704
	Total	$	7,600,371

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 three and six months ended June 30, 2022 and 2021, the Company determined that its finite-lived intangible assets were not impaired.

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 June 30, 2022 and December 31, 2021 was $6,884,915 and $7,453,007, respectively.

The changes in the carrying amount of goodwill as of June 30, 2022, and since December 31, 2021, were as follows:

Balance as of December 31, 2021	$	7,453,007
Changes in currency translation		(568,092	)
Balance as of June 30, 2022	$	6,884,915

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 three and six months ended June 30, 2022 and 2021, the Company determined that its goodwill was not impaired.

Revenue recognition

The Company derives revenues from (i) the sale of Unyvero Application cartridges, Unyvero Systems, SARS CoV-2 tests, and Acuitas AMR Gene Panel test products, (ii) providing laboratory services, (iii) providing collaboration services including funded software arrangements, and license arrangements, and (iv) granting access to a subset of the proprietary ARESdb data asset.

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 June 30, 2022 and 2021, the Company recognized $111,414 and $154,850 as a reduction of research and development expense related to government grant arrangements, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized $219,879 and $374,072 as a reduction of research and development expense related to government grant arrangements, respectively. The Company had earned but not yet received $572,133 and $396,365 related to these agreements and incentives included in prepaid expenses and other current assets, as of June 30, 2022 and December 31, 2021, respectively.

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 financial statements when it is more likely than not 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 $202,015,062 and $196,511,928 at December 31, 2021 and 2020, respectively. Despite the NOL carryforwards, which begin to expire in 2022, the Company may have state tax requirements. Also, use of the NOL carryforwards may be subject to an annual limitation as provided by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). To date, the Company has not performed a formal study to determine if any of its remaining NOL and credit attributes might be further limited due to the ownership change rules of Section 382 or Section 383 of the Code. The Company will continue to monitor this matter going forward. There can be no assurance that the NOL carryforwards will ever be fully utilized.

The Company also has foreign NOL carryforwards of $170,607,782 at December 31, 2021 from their foreign subsidiaries. $147,313,786 of those foreign NOL carryforwards are from the Company’s operations in Germany. Despite the NOL carryforwards, the Company may have a current and future tax liability due to the nuances of German tax law around the use of NOLs within a consolidated group. There is no assurance that the NOL carryforwards will ever be fully utilized.

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 19.3 million shares and 11.0 million shares as of June 30, 2022 and 2021, respectively.

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.

Revenue from Contracts with Customers

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue from contracts with customers

Note 4 – 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Product sales	$	889,271	$	307,804	$	1,255,323	$	835,383
Laboratory services		20,570		266,784		63,499		450,849
Collaboration revenue		57,364		237,027		118,128		355,099
Total revenue	$	967,205	$	811,615	$	1,436,950	$	1,641,331

Revenues by geography are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Domestic	$	123,659	$	305,617	$	280,069	$	649,624
International		843,546		505,998		1,156,881		991,707
Total revenue	$	967,205	$	811,615	$	1,436,950	$	1,641,331

Deferred revenue

The Company had no deferred revenue at June 30, 2022 and December 31, 2021.

Contract assets

The Company had $51,935 and $0 of contract assets as of June 30, 2022 and December 31, 2021, respectively, which are generated when contractual billing schedules differ from revenue recognition timing. Contract assets represent a conditional right to consideration for satisfied performance obligations that becomes a billed receivable when the conditions are satisfied.

Unsatisfied performance obligations

The Company had no unsatisfied performance obligations related to its contracts with customers at June 30, 2022 and December 31, 2021.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair value measurements

Note 5 – 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 three and six months ended June 30, 2022, 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 €5.0 million from the EIB. In return for the EIB waiving the condition precedent of a minimum cumulative equity capital raised of €15.0 million to disburse this €5.0 million tranche, the parties agreed on a 2.1% PPI. Upon maturity of the tranche, the EIB would be entitled to an additional payment that is equity-linked and equivalent to 2.1% of the then total valuation of Curetis N.V. On July 9, 2020, the Company negotiated an amendment to the EIB debt financing facility. As part of the amendment, the parties adjusted the PPI percentage applicable to the previous EIB tranche of €5.0 million, which was funded in June 2019 from its original 2.1% PPI in Curetis N.V.’s equity value upon maturity to a new 0.3% PPI in OpGen’s equity value. On May 23, 2022, the Company entered into a Waiver and Amendment Letter which increased the PPI to 0.75% upon maturity between mid-2024 and mid-2025. This right constitutes an embedded derivative, which is separated and measured at fair value with changes being accounted for through profit or loss. The Company determines the fair value of the derivative using a Monte Carlo simulation model. Using this model, Level 3 unobservable inputs include estimated discount rates and estimated risk-free interest rates.

The fair value of Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 30, 2022 was as follows:

Description

Balance at

December 31,

2021

Change in Fair Value

Effect of Foreign Exchange Rates

Balance at June 30, 2022

Participation percentage interest liability

228,589

(35,628

)

(17,463

)

175,498

Total

228,589

(35,628

)

(17,463

)

175,498

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 three months ended June 30, 2021, the Company recorded impairment expense of $115,218 related to its ROU assets. During the six months ended June 30, 2021, the Company recorded impairment expense of $170,714 related to its ROU assets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

Note 6 – Debt

The following table summarizes the Company’s long-term debt and short-term borrowings as of June 30, 2022 and December 31, 2021:

	June 30, 2022			December 31, 2021
EIB	$	17,026,715		$	25,161,855
Total debt obligations		17,026,715			25,161,855
Unamortized debt discount		(2,114,833	)		(3,466,491	)
Carrying value of debt		14,911,882			21,695,364
Less current portion		(10,887,469	)		(14,519,113	)
Long-term debt	$	4,024,413		$	7,176,251

EIB Loan Facility

In 2016, Curetis entered into a contract for an up to €25.0 million senior, unsecured loan financing facility from the EIB. The financing is in the first growth capital loan under the European Growth Finance Facility (“EGFF”), launched in November 2016. It is backed by a guarantee from the European Fund for Strategic Investment (“EFSI”). EFSI is an essential pillar of the Investment Plan for Europe (“IPE”), under which the EIB and the European Commission are working as strategic partners to support investments and bring back jobs and growth to Europe.

The funding can be drawn in up to five tranches within 36 months, under the EIB amendment, and each tranche is to be repaid upon maturity five years after draw-down.

In April 2017, Curetis drew down a first tranche of €10.0 million from this facility. This tranche has a floating interest rate of EURIBOR plus 4% payable after each 12-month-period from the draw-down-date and another additional 6% interest per annum that is deferred and payable at maturity together with the principal. In June 2018, a second tranche of €3.0 million was drawn down. The terms and conditions are analogous to the first one.

In June 2019, Curetis drew down a third tranche of €5.0 million from the EIB. In line with all prior tranches, the majority of interest is also deferred until repayment upon maturity. In return for the EIB waiving the condition precedent of a minimum cumulative equity capital raised of €15.0 million to disburse this €5.0 million tranche, the parties agreed on a 2.1% PPI. Upon maturity of the tranche, not before approximately mid-2024 (and no later than mid-2025), the EIB would be entitled to an additional payment that is equity-linked and equivalent to 2.1% of the then total valuation of Curetis N.V. As part of an amendment between the Company and the EIB on July 9, 2020, the parties adjusted the PPI percentage applicable to the third EIB tranche of €5.0 million, which was funded in June 2019, from its original 2.1% PPI in Curetis N.V.’s equity value upon maturity to a new 0.3% PPI in OpGen’s equity value upon maturity. This right constitutes an embedded derivative, which is separated and measured at fair value with changes being accounted for through income or loss.

The debt was measured and recognized at fair value as of the acquisition date. The fair value of the EIB debt was approximately $15.8 million as of the acquisition date. The resulting debt discount is being amortized over the life of the EIB debt as an increase to interest expense.

On May 23, 2022, the Company and the EIB entered into a Waiver and Amendment Letter (the “2022 EIB Amendment”) relating to the amendment of the EIB loan facility, between the EIB and Curetis pursuant to which Curetis borrowed an aggregate amount of €18.0 million in three tranches. The 2022 EIB Amendment restructured the first tranche of approximately €13.35 million (including accumulated and deferred interest) of the Company’s outstanding indebtedness with the EIB. Pursuant to the 2022 EIB Amendment, the Company repaid €5.0 million to the EIB in April 2022. The Company also agreed, among other things, to amortize the remainder of the debt tranche over the twelve-month period beginning in May 2022. The Amendment also provides for an increase of the PPI applicable to the third tranche under the loan facility from 0.3% to 0.75% beginning in June 2024. The terms of the second and third tranches of the Company’s indebtedness of €3.0 million and €5.0 million, respectively, plus accumulated deferred interest remain unchanged pursuant to the 2022 EIB Amendment. As the effective borrowing rate under the amended agreement is less than the effective borrowing rate under the previous agreement, a concession is deemed to have been granted under ASC 470-60. As a concession has been granted, the agreement was accounted for as a troubled debt restructuring under ASC 470-60. The amendment did not result in a gain on restructuring as the future undiscounted cash outflows required under the amended agreement exceed the carrying value of the debt immediately prior to the amendment.

As of June 30, 2022, the outstanding borrowings under all tranches were €16,392,331 ($17,026,715), including deferred interest payable at maturity of €1,634,551 ($1,697,808).

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 were dated April 22, 2020. The principal amount of the Company Note was $879,630, and the principal amount of the Subsidiary Note was $259,353.

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 accrued on the Notes at the rate of 1.00% per annum. The Borrowers applied for forgiveness of amounts due under the Notes, in an amount equal to the sum of qualified expenses under the PPP, which include payroll costs, rent obligations, and covered utility payments incurred during the twenty-four weeks following disbursement under the Notes. The entire proceeds were used under the Notes for such qualifying expenses. The Company Note was forgiven in November 2020. In May 2021, the Subsidiary Note was forgiven.

Total interest expense (including amortization of debt discounts and financing fees) on all debt instruments was $779,912 and $1,198,169 for the three months ended June 30, 2022 and 2021, respectively. Total interest expense (including accretion of fair value to book value and amortization of debt discounts and financing fees) on all debt instruments was $2,049,493 and $2,363,151 for the six months ended June 30, 2022 and 2021, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2208564

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-Name Accounting Standards Codification
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-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Equity

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ equity

Note 7 – Stockholders’ equity

As of June 30, 2022, the Company had 100,000,000 shares of authorized common stock and 46,623,618 shares issued and outstanding, and 10,000,000 shares of authorized preferred stock, of which none were issued or outstanding

Following receipt of approval from stockholders at a special meeting of stockholders held on December 8, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 50,000,000 to 100,000,000 shares.

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. Additionally, following receipt of approval from stockholders at a special meeting of stockholders held on August 22, 2019, the Company filed an additional 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 shares. All share amounts and per share prices in this Quarterly Report have been adjusted to reflect the reverse stock splits.

On June 24, 2022, the Company entered into the 2022 ATM Agreement with Wainwright, as a sales agent, 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 $10.65 million of shares of the Company's common stock through the sales agent. As of June 30, 2022, the Company had not sold any shares under the 2022 ATM Offering (see Note 11).

On December 8, 2021, the Company received stockholder approval to increase the number of authorized shares of common stock of the Company. As of December 31, 2021, all 150,000 shares of convertible preferred stock were converted into 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.

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 had a stated value of $100 per share and were converted into an aggregate of 7,500,000 shares of common stock at a conversion price of $2.00 per share after the Company received stockholder approval for an increase to its number of authorized shares of common stock, which approval occurred at the Company’s special meeting of stockholders held in December 2021. The warrants have an exercise price of $2.05 per share, will become exercisable six months following the date of issuance, and will expire five years following the initial exercise date. The warrants are classified as permanent equity at June 30, 2022. In connection with the issuance of convertible preferred stock, the Company recognized a beneficial conversion feature of $7,166,752 as a deemed dividend to the preferred stockholders in the fourth quarter of 2021.

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 0.65 shares of common stock for each share of common stock issued upon such exercise of the remaining Existing Warrants pursuant to the Exercise Agreement for an aggregate of 3,147,700 New Warrants. The terms of the New Warrants are substantially similar to those of the Existing Warrants, except that the New Warrants have an exercise price of $3.56. The New Warrants are immediately exercisable and will expire five years from the date of the Exercise Agreement. The Holder paid an aggregate of $255,751 to the Company for the purchase of the New Warrants. The Company received aggregate gross proceeds before expenses of approximately $9.65 million from the exercise of the remaining Existing Warrants held by the Holder and the payment of the purchase price for the New Warrants. The Company recognized approximately $7.8 million of non-cash warrant inducement expense during year ended December 31, 2021 related to this transaction representing the fair value of the New Warrants issued to induce the exercise. The fair values were calculated using the Black-Scholes option pricing model.

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) 2,784,184 shares of common stock and (ii) 5,549,149 pre-funded warrants, with each pre-funded warrant exercisable for one share of common stock. The Company also issued to the investor, in a concurrent private placement, unregistered common warrants to purchase 4,166,666 shares of the Company’s common stock. Each share of common stock and accompanying common warrant were sold together at a combined offering price of $3.00, and each pre-funded warrant and accompanying common warrant were sold together at a combined offering price of $2.99. The pre-funded warrants are immediately exercisable, at an exercise price of $0.01, and may be exercised at any time until all of the pre-funded warrants are exercised in full. The common warrants will have an exercise price of $3.55 per share, will be exercisable commencing on the six-month anniversary of the date of issuance, and will expire five and one-half (5.5) years from the date of issuance. The February 2021 Offering raised aggregate net proceeds of $23.5 million, and gross proceeds of $25.0 million. As of December 31, 2021, all pre-funded warrants issued in the February 2021 Offering have been exercised.

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 Note 1, and paid, as the sole consideration, 2,028,208 shares of the Company’s common stock to the Seller.

On February 11, 2020, the Company entered into an ATM Agreement with Wainwright, which was amended and restated on November 13, 2020 to add BTIG, LLC as a sales agent, pursuant to which the Company could offer and sell from time to time in an “at the market offering,” at its option, up to an aggregate of $22.1 million of shares of the Company's common stock through the sales agents. During the year ended December 31, 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 $1.48 million, and gross proceeds of $1.55 million. The Company terminated the ATM Agreement in June 2022 in conjunction with the execution of the 2022 ATM Agreement.

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) 2,710 plus (2) the sum of the number of shares subject to outstanding awards under the 2008 Plan as of the 2015 Plan’s effective date, that are subsequently forfeited or terminated for any reason before being exercised or settled, plus (3) the number of shares subject to vesting restrictions under the 2008 Plan as of the 2015 Plan’s effective date that are subsequently forfeited. In addition, the number of shares that have been authorized for issuance under the 2015 Plan will be automatically increased on the first day of each fiscal year beginning on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to the lesser of (1) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (2) another lesser amount determined by the Company’s Board of Directors. Following Board of Director approval, 1,858,010 shares were automatically added to the 2015 Plan in 2022. Shares subject to awards granted under the 2015 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2015 Plan. However, shares that have actually been issued shall not again become available unless forfeited. As of June 30, 2022, 1,284,296 shares remain available for issuance under the 2015 Plan.

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 1,300,000 shares of the Company’s common stock would be made by the Board of Directors of the Company outside of the stockholder-approved equity incentive plan to its executive officers and non-employee directors (the “2020 Stock Options Plan”). The 2020 Stock Options Plan and the grant made thereunder were approved by the Board of Directors on August 6, 2020, subject to receipt of stockholder approval at the Annual Meeting. The aggregate number of shares of the Company’s common stock authorized for issuance is 1,300,000 shares of common stock and all 1,300,000 stock options were issued on September 30, 2020. Shares subject to awards granted under the 2020 Stock Options Plan that are forfeited or terminated before being exercised will not be available for re-issuance under the 2020 Stock Options Plan. As of June 30, 2022, no shares remain available for issuance under the 2020 Stock Options Plan.

In connection with the appointment of Albert Weber as Chief Financial Officer, OpGen granted Mr. Weber an inducement grant of stock options to purchase an aggregate of 210,000 shares of OpGen’s common stock with a grant date of January 3, 2022. The equity award was granted as a component of Mr. Weber’s employment compensation and was granted as an inducement material to his acceptance of employment with OpGen. The options have an exercise price of $1.08, a ten-year term and a vesting schedule of 25% vesting of the award on the first annual anniversary of the date of grant and then 6.25% vesting each quarter thereafter over three additional years. The award is subject to Mr. Weber’s continued service with OpGen through the applicable vesting dates.

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 134,371 stock options with a weighted average grant date fair value of $1.68. The terms of these replacement awards are substantially similar to the original Curetis equity awards. The fair value of the replacement awards for services rendered through April 1, 2020, the acquisition date, was recognized as a component of the purchase consideration, with the remaining fair value of the replacement awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.

For the three and six months ended June 30, 2022 and 2021, the Company recognized share-based compensation expense as follows:

	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Cost of services	$	8,266	$	2,944	$	11,101	$	4,346
Research and development		73,981		67,783		140,979		102,756
General and administrative		138,438		172,790		279,320		314,781
Sales and marketing		36,718		18,031		67,622		29,335
	$	257,403	$	261,548	$	499,022	$	451,218

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 no options during the three months ended June 30, 2022. During the three months ended June 30, 2022, 7,691 options were forfeited, and 28,367 options expired. The Company granted 542,500 options during the six months ended June 30, 2022. During the six months ended June 30, 2022, 10,191 options were forfeited, and 29,903 options expired.

The Company had total stock options to acquire 2,215,755 shares of common stock outstanding at June 30, 2022 under all of its equity compensation plans.

Restricted stock units

The Company granted 60,000 restricted stock units during the three months ended June 30, 2022, and 65,868 restricted stock units vested and 7,826 were forfeited. The Company granted 730,572 restricted stock units during the six months ended June 30, 2022, and 173,368 restricted stock units vested and 10,402 were forfeited. The Company had 833,066 total restricted stock units outstanding at June 30, 2022.

Stock purchase warrants

At June 30, 2022 and December 31, 2021, the following warrants to purchase shares of common stock were outstanding:

				Outstanding at
Issuance		Exercise Price	Expiration	June 30, 2022 (1)	December 31, 2021 (1)
February 2015	$	3,300.00	February 2025	451	451
June 2017	$	390.00	June 2022	—	938
July 2017	$	345.00	July 2022	318	318
July 2017	$	250.00	July 2022	2,501	2,501
July 2017	$	212.60	July 2022	50,006	50,006
February 2018	$	81.25	February 2023	9,232	9,232
February 2018	$	65.00	February 2023	92,338	92,338
October 2019	$	2.00	October 2024	354,000	354,000
October 2019	$	2.60	October 2024	235,000	235,000
November 2020	$	2.52	May 2026	242,130	242,130
February 2021	$	3.55	August 2026	4,166,666	4,166,666
February 2021	$	3.90	August 2026	416,666	416,666
March 2021	$	3.56	March 2026	3,147,700	3,147,700
October 2021	$	2.05	April 2027	7,500,000	7,500,000
				16,217,008	16,217,946

The warrants listed above were issued in connection with various debt, equity or development contract agreements.

(1)

Warrants to purchase fractional shares of common stock resulting from the reverse stock split on August 22, 2019 were rounded up to the next whole share of common stock on a holder by holder basis.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 – Commitments and Contingencies

Registration and other stockholder rights

In connection with the various investment transactions, the Company entered into certain 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 June 30, 2022, the Company had acquired twenty-four QuantStudio 5s including none during the three and six months ended June 30, 2022. As of June 30, 2022, 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 $0.5 million.

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 including its variants and mutations globally in 2020, 2021 as well as into 2022 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.

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Note 9 – Leases

The following table presents the Company’s ROU assets and lease liabilities as of June 30, 2022 and December 31, 2021:

Lease Classification	June 30, 2022		December 31, 2021
ROU Assets:
Operating	$	1,582,325	$	1,814,396
Financing		19,660		90,467
Total ROU assets	$	1,601,985	$	1,904,863
Liabilities
Current:
Operating	$	394,027	$	459,792
Finance		16,731		43,150
Noncurrent:
Operating		2,721,233		2,977,402
Finance		1,962		3,644
Total lease liabilities	$	3,133,953	$	3,483,988

Maturities of lease liabilities as of June 30, 2022 by fiscal year are as follows:

Maturity of Lease Liabilities		Operating			Finance			Total
	2022 (Six months)	$	329,771		$	15,336		$	345,107
	2023		615,068			3,364			618,432
	2024		624,663			280			624,943
	2025		529,481			—			529,481
	2026		378,279			—			378,279
	Thereafter		2,126,368			—			2,126,368
	Total lease payments		4,603,630			18,980			4,622,610
	Less: Interest		(1,488,370	)		(287	)		(1,488,657	)
	Present value of lease liabilities	$	3,115,260		$	18,693		$	3,133,953

Condensed consolidated statements of operations classification of lease costs as of the three and six months ended June 30, 2022 and 2021 are as follows:

		Three months ended June 30,				Six months ended June 30,
Lease Cost	Classification	2022		2021		2022		2021
Operating	Operating expenses	$	152,784	$	298,331	$	327,699	$	646,369
Finance:
Amortization	Operating expenses		31,096		111,464		70,807		222,420
Interest expense	Other expenses		509		4,491		1,414		11,350
Total lease costs		$	184,389	$	414,286	$	399,920	$	880,139

Other lease information as of June 30, 2022 is as follows:

Other Information	Total
Weighted average remaining lease term (in years)
Operating leases		7.7
Finance leases		0.6
Weighted average discount rate:
Operating leases		9.2	%
Finance leases		7.3	%

Supplemental cash flow information as of the six months ended June 30, 2022 and 2021 is as follows:

Supplemental Cash Flow Information	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Cash used in operating activities
Operating leases	$	327,699	$	646,369
Finance leases	$	1,414	$	11,350
Cash used in financing activities
Finance leases	$	28,101	$	177,742
ROU assets obtained in exchange for lease obligations:
Operating leases	$	—	$	748,294

License Agreements, Research Collaborations and Development Agreements

6 Months Ended

Jun. 30, 2022

License Agreements Research Collaborations And Development Agreements Disclosure [Abstract]

License agreements, research collaborations and development agreements

Note 10 – 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 was 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 $1.6 million over the 15-month demonstration portion of the project. The demonstration project began in early 2019 and was completed in the first quarter of 2020. In April 2020, the Company began a second-year expansion phase to build on the successes and experience of the first-year pilot phase while focusing on accomplishing the goal of the effort to improve patient outcomes and save healthcare dollars by integrating real-time epidemiologic surveillance with rapid delivery of antibiotic resistance results to care-givers via web-based and mobile platforms. The second-year contract included a quarterly retainer-based project fee as well as volume-dependent per test fees for a total contract value of up to $450,000 to OpGen. In April 2021, the Company extended its second-year expansion phase by another six months through September 30, 2021 at which point the project was completed and has ended. The six-month extension and expansion contract included a quarterly retainer-based project fee as well as volume-dependent per test fees for a total contract value of up to an additional $540,000. During the three months ended June 30, 2022 and 2021, the Company recognized $0 and $237,000 of revenue related to the contract, respectively. During the six months ended June 30, 2022 and 2021, the Company recognized $0 and $345,000 of revenue related to the contract, respectively.

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 framework agreement, which had an initial term of 36 months that was subsequently extended to January 31, 2025, 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 have 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.

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 20 years and may be terminated by Qiagen for convenience with 180 days written notice.

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.

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 $350,000 and paid a 10% royalty on the sale of eligible products through June 2021 but is no longer subject to any minimum royalty obligations. The Company recognized net royalty expense of $0 for the three months ended June 30, 2022 and 2021, respectively. The Company recognized net royalty expense of $0 and $8,996 for the six months ended June 30, 2022 and 2021, respectively.

Siemens

In 2016, Ares Genetics acquired the GEAR assets from Siemens Technology Accelerator GmbH (“STA”), providing the original foundation to ARESdb. Under the agreement with STA, Ares Genetics incurs royalties on revenues from licensed product sales or sublicensing proceeds. Royalty rates under the Siemens agreement range from 1.3% to 40% depending on the specifics of the licenses and rights provided by Ares Genetics to third parties and whether such third parties may have been originally introduced by Siemens to Ares Genetics. The total net royalty expense related to this agreement was $703 and $178 for the three months ended June 30, 2022 and 2021, respectively. The total net royalty expense related to this agreement was $3,482 and $794 for the six months ended June 30, 2022 and 2021, respectively.

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 11 - Subsequent Events

Subsequent to June 30, 2022, the Company sold 1,703,324 shares of its common stock under the 2022 ATM Offering resulting in aggregate gross proceeds to the Company of approximately $1.0 million.

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of presentation and consolidation

Basis of presentation and consolidation

Foreign Currency

Foreign currency

Use of Estimates

Use of estimates

Fair value of financial instruments

Fair value of financial instruments

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

	June 30, 2022		December 31, 2021		June 30, 2021		December 31, 2020
Cash and cash equivalents	$	16,586,577	$	36,080,392	$	31,182,385	$	13,360,463
Restricted cash		441,320		551,794		551,260		746,792
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	17,027,897	$	36,632,186	$	31,733,645	$	14,107,255

Accounts receivable

Accounts receivable

Inventory

Inventory

Inventories are valued using the first-in, first-out cost method and stated at the lower of cost or net realizable value and consist of the following:

	June 30, 2022		December 31, 2021
Raw materials and supplies	$	884,474	$	866,963
Work-in-process		48,680		100,801
Finished goods		3,756,404		3,744,029
Total	$	4,689,558	$	4,711,793

Long-lived assets

Long-lived assets

Property and equipment

ROU assets

Leases

Intangible assets and goodwill

Intangible assets and goodwill as of June 30, 2022 consist of finite-lived and indefinite-lived intangible assets and goodwill.

Finite-lived and indefinite-lived intangible assets

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		10 years
Customer/distributor relationships		15 years
A50 – Developed technology		7 years
Ares – Developed technology		14 years
A30 – Acquired in-process research & development		Indefinite

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.

Year Ending December 31,
	2022 (Six months)	$	359,349
	2023		718,697
	2024		718,697
	2025		718,697
	2026		718,697
	2027		683,530
	Thereafter		3,682,704
	Total	$	7,600,371

Goodwill

The changes in the carrying amount of goodwill as of June 30, 2022, and since December 31, 2021, were as follows:

Balance as of December 31, 2021	$	7,453,007
Changes in currency translation		(568,092	)
Balance as of June 30, 2022	$	6,884,915

Revenue recognition

Revenue recognition

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

Government grant agreements and research incentives

Government grant agreements and research incentives

Stock-based compensation

Stock-based compensation

Income taxes

Income taxes

Loss per share

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.

Recently issued accounting standards

Recently issued accounting standards

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of reconciliation of cash, cash equivalents and restricted cash

	June 30, 2022		December 31, 2021		June 30, 2021		December 31, 2020
Cash and cash equivalents	$	16,586,577	$	36,080,392	$	31,182,385	$	13,360,463
Restricted cash		441,320		551,794		551,260		746,792
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	17,027,897	$	36,632,186	$	31,733,645	$	14,107,255

Schedule of inventories

	June 30, 2022		December 31, 2021
Raw materials and supplies	$	884,474	$	866,963
Work-in-process		48,680		100,801
Finished goods		3,756,404		3,744,029
Total	$	4,689,558	$	4,711,793

Schedule of finite-lived and indefinite-lived intangible assets

					June 30, 2022								December 31, 2021
	Subsidiary		Cost		Accumulated Amortization			Effect of Foreign Exchange Rates			Net Balance		Accumulated Amortization			Effect of Foreign Exchange Rates		Net Balance
Trademarks and tradenames		Curetis	$	1,768,000	$	(373,698	)	$	(107,132	)	$	1,287,170	$	(316,930	)	$	43,015	$	1,494,085
Distributor relationships		Curetis		2,362,000		(332,838	)		(143,124	)		1,886,038		(282,277	)		57,465		2,137,188
A50 - Developed technology		Curetis		349,000		(105,393	)		(21,147	)		222,460		(89,384	)		8,492		268,108
Ares - Developed technology		Curetis		5,333,000		(805,142	)		(323,155	)		4,204,703		(682,833	)		129,745		4,779,912
A30 - In-Process Research & Development		Curetis		5,706,000		—			(337,156	)		5,368,844		—			144,916		5,850,916
			$	15,518,000	$	(1,617,071	)	$	(931,714	)	$	12,969,215	$	(1,371,424	)	$	383,633	$	14,530,209

Schedule of estimated useful lives of identifiable intangible assets

		Estimated Useful Life
Trademarks and tradenames		10 years
Customer/distributor relationships		15 years
A50 – Developed technology		7 years
Ares – Developed technology		14 years
A30 – Acquired in-process research & development		Indefinite

Schedule of expected amortization of intangible assets

Year Ending December 31,
	2022 (Six months)	$	359,349
	2023		718,697
	2024		718,697
	2025		718,697
	2026		718,697
	2027		683,530
	Thereafter		3,682,704
	Total	$	7,600,371

Schedule of changes in carrying amount of goodwill

Balance as of December 31, 2021	$	7,453,007
Changes in currency translation		(568,092	)
Balance as of June 30, 2022	$	6,884,915

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of revenues by type of service

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Product sales	$	889,271	$	307,804	$	1,255,323	$	835,383
Laboratory services		20,570		266,784		63,499		450,849
Collaboration revenue		57,364		237,027		118,128		355,099
Total revenue	$	967,205	$	811,615	$	1,436,950	$	1,641,331

Schedule of revenues by geography

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Domestic	$	123,659	$	305,617	$	280,069	$	649,624
International		843,546		505,998		1,156,881		991,707
Total revenue	$	967,205	$	811,615	$	1,436,950	$	1,641,331

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of financial assets and liabilities measured at fair value on a recurring basis

Description

Balance at

December 31,

2021

Change in Fair Value

Effect of Foreign Exchange Rates

Balance at June 30, 2022

Participation percentage interest liability

228,589

(35,628

)

(17,463

)

175,498

Total

228,589

(35,628

)

(17,463

)

175,498

Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of long-term debt and short-term borrowings

	June 30, 2022			December 31, 2021
EIB	$	17,026,715		$	25,161,855
Total debt obligations		17,026,715			25,161,855
Unamortized debt discount		(2,114,833	)		(3,466,491	)
Carrying value of debt		14,911,882			21,695,364
Less current portion		(10,887,469	)		(14,519,113	)
Long-term debt	$	4,024,413		$	7,176,251

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Schedule of company recognized stock compensation expense

	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Cost of services	$	8,266	$	2,944	$	11,101	$	4,346
Research and development		73,981		67,783		140,979		102,756
General and administrative		138,438		172,790		279,320		314,781
Sales and marketing		36,718		18,031		67,622		29,335
	$	257,403	$	261,548	$	499,022	$	451,218

Schedule of outstanding warrants to purchase shares of common stock

				Outstanding at
Issuance		Exercise Price	Expiration	June 30, 2022 (1)	December 31, 2021 (1)
February 2015	$	3,300.00	February 2025	451	451
June 2017	$	390.00	June 2022	—	938
July 2017	$	345.00	July 2022	318	318
July 2017	$	250.00	July 2022	2,501	2,501
July 2017	$	212.60	July 2022	50,006	50,006
February 2018	$	81.25	February 2023	9,232	9,232
February 2018	$	65.00	February 2023	92,338	92,338
October 2019	$	2.00	October 2024	354,000	354,000
October 2019	$	2.60	October 2024	235,000	235,000
November 2020	$	2.52	May 2026	242,130	242,130
February 2021	$	3.55	August 2026	4,166,666	4,166,666
February 2021	$	3.90	August 2026	416,666	416,666
March 2021	$	3.56	March 2026	3,147,700	3,147,700
October 2021	$	2.05	April 2027	7,500,000	7,500,000
				16,217,008	16,217,946

(1)

Warrants to purchase fractional shares of common stock resulting from the reverse stock split on August 22, 2019 were rounded up to the next whole share of common stock on a holder by holder basis.

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of ROU assets and lease liabilities

Lease Classification	June 30, 2022		December 31, 2021
ROU Assets:
Operating	$	1,582,325	$	1,814,396
Financing		19,660		90,467
Total ROU assets	$	1,601,985	$	1,904,863
Liabilities
Current:
Operating	$	394,027	$	459,792
Finance		16,731		43,150
Noncurrent:
Operating		2,721,233		2,977,402
Finance		1,962		3,644
Total lease liabilities	$	3,133,953	$	3,483,988

Schedule of maturities of lease liabilities

Maturity of Lease Liabilities		Operating			Finance			Total
	2022 (Six months)	$	329,771		$	15,336		$	345,107
	2023		615,068			3,364			618,432
	2024		624,663			280			624,943
	2025		529,481			—			529,481
	2026		378,279			—			378,279
	Thereafter		2,126,368			—			2,126,368
	Total lease payments		4,603,630			18,980			4,622,610
	Less: Interest		(1,488,370	)		(287	)		(1,488,657	)
	Present value of lease liabilities	$	3,115,260		$	18,693		$	3,133,953

Schedule of lease cost classifications

		Three months ended June 30,				Six months ended June 30,
Lease Cost	Classification	2022		2021		2022		2021
Operating	Operating expenses	$	152,784	$	298,331	$	327,699	$	646,369
Finance:
Amortization	Operating expenses		31,096		111,464		70,807		222,420
Interest expense	Other expenses		509		4,491		1,414		11,350
Total lease costs		$	184,389	$	414,286	$	399,920	$	880,139

Schedule of other lease information

Other Information	Total
Weighted average remaining lease term (in years)
Operating leases		7.7
Finance leases		0.6
Weighted average discount rate:
Operating leases		9.2	%
Finance leases		7.3	%

Schedule of supplemental cash flow information

Supplemental Cash Flow Information	2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Cash used in operating activities
Operating leases	$	327,699	$	646,369
Finance leases	$	1,414	$	11,350
Cash used in financing activities
Finance leases	$	28,101	$	177,742
ROU assets obtained in exchange for lease obligations:
Operating leases	$	—	$	748,294

Going Concern and Management’s Plans (Details) $ / shares in Units, € in Thousands			1 Months Ended		6 Months Ended		12 Months Ended
	Mar. 09, 2021 USD ($) $ / shares shares	Feb. 11, 2021 USD ($) $ / shares shares	May 23, 2022 EUR (€)	Oct. 18, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Apr. 30, 2022 EUR (€)	Feb. 28, 2022 USD ($) $ / shares	Feb. 11, 2020 USD ($)
Going Concern and Management’s Plans (Details) [Line Items]
Repaid amount (in Euro) \| $					$ 6,819,405	$ 441,076
Preferred stock stated value per share (in Dollars per share) \| $ / shares					$ 0.01		$ 0.01
Common Stock, value \| $					$ 466,237		$ 464,503
Holder pursuant to company issued to Holder securities [Member] \| Warrants [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Aggregate gross proceeds \| $	$ 9,650,000
European Investment Bank [Member] \| Third Tranches [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Aggregate of borrowing amount (in Euro) \| €			€ 18,000
European Investment Bank [Member] \| Tranche One [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Accumulated and deferred interest (in Euro) \| €			13,350
Repaid amount (in Euro) \| €			5,000
Tranche 1 payment (in Euro) \| €								€ 5,000
European Investment Bank [Member] \| Second Tranches [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Tranche 1 payment (in Euro) \| €			€ 3,000
2022 ATM Offering [Member] \| H.C. Wainwright & Co., LLC [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Maximum value of common stock shares issuable through sales agent \| $					$ 10,650,000
PPI [Member] \| European Investment Bank [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Old PPI debt, percentage			0.30%
Increased PPI debt, percentage			0.75%
October 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares				150,000
Preferred stock stated value per share (in Dollars per share) \| $ / shares				$ 100
Converted common shares (in Shares) \| shares				7,500,000			7,500,000
Common stock conversion price (in Dollars per share) \| $ / shares				$ 2
Exercise price per share (in Dollars per share) \| $ / shares				$ 2.05
Warrants expiry period				5 years
Net proceeds \| $				$ 13,900,000
Gross proceeds \| $				$ 15,000,000
October 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Warrants [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares				7,500,000
October 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Pre Funded Warrant [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares				7,500,000
October 2021 Offering [Member] \| Investor [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares				$ 2.05
February 2021 Offering [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares		$ 3.55
February 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares		2,784,184
Preferred stock stated value per share (in Dollars per share) \| $ / shares		$ 3
Converted common shares (in Shares) \| shares		2.99
Exercise price per share (in Dollars per share) \| $ / shares		$ 0.01
Gross proceeds \| $		$ 25,000,000
Proceeds from issuances \| $		$ 23,500,000
February 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Warrants [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares		5,549,149
February 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Pre Funded Warrant [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares		5,549,149					5,549,149
February 2021 Offering [Member] \| Investor [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares		$ 3.55
Warrants expiry period		5 years 6 months
Stock and warrants net of issuance costs in shares (in Shares) \| shares		4,166,666
Shares issued (in Dollars per share) \| $ / shares		$ 3
February 2021 Offering [Member] \| Investor [Member] \| Pre Funded Warrant [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares		0.01
Shares issued (in Dollars per share) \| $ / shares		$ 2.99
Warrant [Member] \| Exercise Agreement [Member] \| Holder [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 3.56
Price per common shares (in Shares) \| shares	0.65
Common stock shares (in Shares) \| shares	3,147,700
Warrants expiry period	5 years
Aggregate gross proceeds \| $	$ 255,751
Warrant [Member] \| Purchase Agreement [Member] \| Alliance Global Partners [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Cash fee compensation \| $	$ 200,000
Nasdaq Stock Market LLC [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Per share price (in Dollars per share) \| $ / shares									$ 1
Common Stock, value \| $									$ 1
2020 ATM Offering [Member] \| Common Stock [Member] \| H.C. Wainwright & Co., LLC [Member]
Going Concern and Management’s Plans (Details) [Line Items]
Shares issued (in Shares) \| shares							680,000
Gross proceeds \| $							$ 1,550,000
Proceeds from issuances \| $							$ 1,480,000
Aggregate of common stock \| $										$ 22,100,000

Summary of Significant Accounting Policies (Details) - USD ($) shares in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
FDIC limit of insurable cash	$ 250,000		$ 250,000
Restricted cash	441,320	$ 551,260	441,320	$ 551,260	$ 551,794	$ 746,792
Allowance for doubtful accounts receivable	0		0
Inventory valuation reserves	105,722		105,722		98,064
Amortization of intangible assets	182,993	204,800	375,018	402,642
Goodwill	6,884,915		6,884,915		7,453,007
Research and development expense	111,414	154,850	219,879	$ 374,072
Earned but not yet received	$ 572,133		$ 572,133		396,365
Antidilutive securities excluded from computation of earnings per share, amount (in Shares)			19.3	11.0
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts receivable period due			30 days
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts receivable period due			90 days
Accounting Standards Update 2016-02 [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Impairment charge		$ 115,218		$ 170,714
Domestic Tax Authority [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Operating loss carryforwards					202,015,062	$ 196,511,928
Foreign Tax Authority [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Operating loss carryforwards					170,607,782
Undistributed earnings of foreign subsidiaries					$ 147,313,786
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk, percentage			75.00%		52.00%
Customer One [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk, percentage	57.00%	29.00%	47.00%	21.00%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk, percentage					14.00%
Customer Two [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk, percentage	12.00%	13.00%	15.00%	13.00%
Customer Three [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk, percentage				11.00%

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash, cash equivalents and restricted cash - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Schedule of reconciliation of cash, cash equivalents and restricted cash [Abstract]
Cash and cash equivalents	$ 16,586,577	$ 36,080,392	$ 31,182,385	$ 13,360,463
Restricted cash	441,320	551,794	551,260	746,792
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$ 17,027,897	$ 36,632,186	$ 31,733,645	$ 14,107,255

Summary of Significant Accounting Policies (Details) - Schedule of inventories - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of inventories [Abstract]
Raw materials and supplies	$ 884,474	$ 866,963
Work-in-process	48,680	100,801
Finished goods	3,756,404	3,744,029
Total	$ 4,689,558	$ 4,711,793

Summary of Significant Accounting Policies (Details) - Schedule of finite-lived and indefinite-lived intangible assets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Cost	$ 15,518,000
Accumulated Amortization	(1,617,071)	$ (1,371,424)
Effect of Foreign Exchange Rates	(931,714)	383,633
Net Balance	12,969,215	14,530,209
Trademarks and tradenames [Member] \| Curetis N.V [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	1,768,000
Accumulated Amortization	(373,698)	(316,930)
Effect of Foreign Exchange Rates	(107,132)	43,015
Net Balance	1,287,170	1,494,085
Distributor relationships [Member] \| Curetis N.V [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	2,362,000
Accumulated Amortization	(332,838)	(282,277)
Effect of Foreign Exchange Rates	(143,124)	57,465
Net Balance	1,886,038	2,137,188
A50 - Developed technology [Member] \| Curetis N.V [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	349,000
Accumulated Amortization	(105,393)	(89,384)
Effect of Foreign Exchange Rates	(21,147)	8,492
Net Balance	222,460	268,108
Ares - Developed technology [Member] \| Curetis N.V [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	5,333,000
Accumulated Amortization	(805,142)	(682,833)
Effect of Foreign Exchange Rates	(323,155)	129,745
Net Balance	4,204,703	4,779,912
A30 - In-Process Research & Development [Member] \| Curetis N.V [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	5,706,000
Accumulated Amortization
Effect of Foreign Exchange Rates	(337,156)	144,916
Net Balance	$ 5,368,844	$ 5,850,916

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of identifiable intangible assets	6 Months Ended
	Jun. 30, 2022
Trademarks and Tradenames [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of identifiable intangible assets [Line Items]
Weighted-average amortization periods for definite-lived intangible assets acquired	10 years
Customer/Distributor Relationships [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of identifiable intangible assets [Line Items]
Weighted-average amortization periods for definite-lived intangible assets acquired	15 years
A50 - Developed technology [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of identifiable intangible assets [Line Items]
Weighted-average amortization periods for definite-lived intangible assets acquired	7 years
Ares - Developed technology [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of identifiable intangible assets [Line Items]
Weighted-average amortization periods for definite-lived intangible assets acquired	14 years
A30 - Acquired in-process research & development [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of identifiable intangible assets [Line Items]
Weighted-average amortization periods for definite-lived intangible assets acquired	Indefinite

Summary of Significant Accounting Policies (Details) - Schedule of expected amortization of intangible assets	Jun. 30, 2022 USD ($)
Schedule of expected amortization of intangible assets [Abstract]
2022 (Six months)	$ 359,349
2023	718,697
2024	718,697
2025	718,697
2026	718,697
2027	683,530
Thereafter	3,682,704
Total	$ 7,600,371

Summary of Significant Accounting Policies (Details) - Schedule of changes in carrying amount of goodwill	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of changes in carrying amount of goodwill [Abstract]
Balance	$ 7,453,007
Changes in currency translation	(568,092)
Balance	$ 6,884,915

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Revenue from Contracts with Customers (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 51,935	$ 0

Revenue from Contracts with Customers (Details) - Schedule of revenues by type of service - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 967,205	$ 811,615	$ 1,436,950	$ 1,641,331
Product sales [Member]
Disaggregation of Revenue [Line Items]
Total revenue	889,271	307,804	1,255,323	835,383
Laboratory services [Member]
Disaggregation of Revenue [Line Items]
Total revenue	20,570	266,784	63,499	450,849
Collaboration revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 57,364	$ 237,027	$ 118,128	$ 355,099

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue from Contracts with Customers (Details) - Schedule of revenues by geography - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue from Contracts with Customers (Details) - Schedule of revenues by geography [Line Items]
Total revenue	$ 967,205	$ 811,615	$ 1,436,950	$ 1,641,331
Domestic [Member]
Revenue from Contracts with Customers (Details) - Schedule of revenues by geography [Line Items]
Total revenue	123,659	305,617	280,069	649,624
International [Member]
Revenue from Contracts with Customers (Details) - Schedule of revenues by geography [Line Items]
Total revenue	$ 843,546	$ 505,998	$ 1,156,881	$ 991,707

- Definition

+ References

+ Details

Fair Value Measurements (Details) € in Millions	1 Months Ended	3 Months Ended		6 Months Ended
Fair Value Measurements (Details) € in Millions	May 23, 2022	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jul. 09, 2020	Jul. 31, 2019 EUR (€)	Jun. 30, 2019 EUR (€)
Fair Value Measurements (Details) [Line Items]
Operating lease, impairment loss (in Dollars) \| $			$ 115,218		$ 170,714
Fair Value, Nonrecurring [Member]
Fair Value Measurements (Details) [Line Items]
Operating lease, impairment loss (in Dollars) \| $			$ 115,218		$ 170,714
Curetis GmbH [Member] \| European Investment Bank [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Fair Value Measurements (Details) [Line Items]
Drew down amount (in Euro)							€ 5.0
Additional payment percentage						2.10%
Curetis GmbH [Member] \| European Investment Bank [Member] \| Share-Based Payment Arrangement, Tranche Three [Member] \| Fair Value, Recurring [Member]
Fair Value Measurements (Details) [Line Items]
Drew down amount (in Euro)								€ 5.0
Additional payment percentage								2.10%
Participation percentage interest								2.10%
Curetis GmbH [Member] \| European Investment Bank [Member] \| Share-Based Payment Arrangement, Tranche Three [Member] \| Fair Value, Recurring [Member] \| Minimum [Member]
Fair Value Measurements (Details) [Line Items]
Previous debt (in Euro)								€ 15.0
OpGen's Equity [Member] \| European Investment Bank [Member] \| Share-Based Payment Arrangement, Tranche Three [Member] \| Fair Value, Recurring [Member]
Fair Value Measurements (Details) [Line Items]
Participation percentage interest	0.75%					0.30%
Maturity period	On May 23, 2022, the Company entered into a Waiver and Amendment Letter which increased the PPI to 0.75% upon maturity between mid-2024 and mid-2025.

Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis [Line Items]
Balance at the beginning of the period	$ 228,589
Change in Fair Value	(35,628)
Effect of Foreign Exchange Rates	(17,463)
Balance at the end of the period	175,498
Participation percentage interest liability [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis [Line Items]
Balance at the beginning of the period	228,589
Change in Fair Value	(35,628)
Effect of Foreign Exchange Rates	(17,463)
Balance at the end of the period	$ 175,498

Debt (Details)	1 Months Ended			3 Months Ended		6 Months Ended			12 Months Ended
Debt (Details)	May 23, 2022 EUR (€)	Jun. 30, 2019 USD ($)	Jun. 30, 2019 EUR (€)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 EUR (€)	Jun. 30, 2021 USD ($)	Dec. 31, 2016 EUR (€)	Jun. 30, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Jul. 09, 2020 EUR (€)	Apr. 22, 2020 USD ($)	Jun. 30, 2018 EUR (€)	Apr. 30, 2017 EUR (€)
Debt (Details) [Line Items]
Interest rate payable															4.00%
Disburse tranche amount			€ 5,000,000
Repaid amount \| $						$ 6,819,405		$ 441,076
Total debt obligations \| $				$ 17,026,715		17,026,715					$ 25,161,855
EIB [Member]
Debt (Details) [Line Items]
Fund drawn period									36 months
Debt instrument, term									5 years
Percentage of participation percentage interest			2.10%									2.10%
Repaid amount	€ 5,000,000
Total debt obligations \| $				17,026,715		17,026,715					$ 25,161,855
Deferred interest payable \| $						$ 1,697,808
PPI [Member]
Debt (Details) [Line Items]
Percentage of participation percentage interest			2.10%
PPI of CURETIS amended, percentage												0.30%
PPI of OPGEN amended, percentage	0.75%
EIB debt financing facility [Member]
Debt (Details) [Line Items]
Defer total interest payments (in Dollars) \| $		$ 15,800,000
PPP [Member]
Debt (Details) [Line Items]
Debt instrument, face amount (in Dollars) \| $													$ 879,630
Percentage of interest accrued						1.00%	1.00%
Interest expense, debt (in Dollars) \| $				$ 779,912	$ 1,198,169	$ 2,049,493		$ 2,363,151
PPP [Member] \| Subsidiaries [Member]
Debt (Details) [Line Items]
Debt instrument, face amount (in Dollars) \| $													$ 259,353
First Tranche [Member] \| EIB [Member]
Debt (Details) [Line Items]
Debt instrument, interest rate, stated percentage															6.00%
Accumulated and deferred interest	€ 13,350,000
Second Tranche [Member]
Debt (Details) [Line Items]
Indebtedness amount	3,000,000
Third Tranche [Member]
Debt (Details) [Line Items]
Indebtedness amount	5,000,000
Third Tranche [Member] \| EIB [Member]
Debt (Details) [Line Items]
Total debt borrowed	€ 18,000,000
OpGen's equity value [Member] \| EIB [Member]
Debt (Details) [Line Items]
Percentage of participation percentage interest												0.30%
Euro Member Countries, Euro \| EIB [Member]
Debt (Details) [Line Items]
Maximum of unsecured loan financing facility									€ 25,000,000
Previous debt			€ 15,000,000
Total debt obligations										€ 16,392,331
Deferred interest payable							€ 1,634,551
Euro Member Countries, Euro \| First Tranche [Member] \| EIB [Member]
Debt (Details) [Line Items]
Unsecured debt															€ 10,000,000
Euro Member Countries, Euro \| Second Tranche [Member] \| EIB [Member]
Debt (Details) [Line Items]
Unsecured debt														€ 3,000,000
Euro Member Countries, Euro \| Third Tranche [Member] \| EIB [Member]
Debt (Details) [Line Items]
Unsecured debt			€ 5,000,000									€ 5,000,000

Debt (Details) - Schedule of long-term debt and short-term borrowings - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Debt (Details) - Schedule of long-term debt and short-term borrowings [Line Items]
Total debt obligations	$ 17,026,715	$ 25,161,855
Unamortized debt discount	(2,114,833)	(3,466,491)
Carrying value of debt	14,911,882	21,695,364
Less current portion	(10,887,469)	(14,519,113)
Long-term debt	4,024,413	7,176,251
EIB [Member]
Debt (Details) - Schedule of long-term debt and short-term borrowings [Line Items]
Total debt obligations	$ 17,026,715	$ 25,161,855

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stockholders' Equity (Details) - USD ($)					1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Mar. 09, 2021	Feb. 11, 2021	Apr. 02, 2020	Feb. 11, 2020	Oct. 18, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2022	Sep. 30, 2020	Dec. 31, 2021	Jun. 24, 2022	Dec. 08, 2021
Stockholders' Equity (Details) [Line Items]
Common stock share authorized						100,000,000	100,000,000	100,000,000		100,000,000
Common stock share issued						46,623,618	46,450,250	46,623,618		46,450,250
Preferred shares authorized						10,000,000	10,000,000	10,000,000		10,000,000
Common shares issued for conversion of preferred stock										7,500,000
Price per share (in Dollars per share)						$ 0.01	$ 0.01	$ 0.01		$ 0.01
Sole consideration of shares issued			2,028,208
ATM agreement				the Company entered into an ATM Agreement with Wainwright, which was amended and restated on November 13, 2020 to add BTIG, LLC as a sales agent, pursuant to which the Company could offer and sell from time to time in an “at the market offering,” at its option, up to an aggregate of $22.1 million of shares of the Company's common stock through the sales agents. During the year ended December 31, 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 $1.48 million, and gross proceeds of $1.55 million. The Company terminated the ATM Agreement in June 2022 in conjunction with the execution of the 2022 ATM Agreement.
Common stock share outstanding						46,623,618	46,450,250	46,623,618		46,450,250
Before Amendment [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock share authorized												50,000,000
After Amendment [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock share authorized												100,000,000
2015 Plan [Member]
Stockholders' Equity (Details) [Line Items]
Authorized issuance share						2,710		2,710
Stock option description								In addition, the number of shares that have been authorized for issuance under the 2015 Plan will be automatically increased on the first day of each fiscal year beginning on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to the lesser of (1) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (2) another lesser amount determined by the Company’s Board of Directors.
Shares added						1,858,010		1,858,010
Remaining shares						1,284,296		1,284,296
First Annual Anniversary [Member]
Stockholders' Equity (Details) [Line Items]
Vesting percentage for three years								25.00%
Vesting percentage per quarter,								6.25%
Holder pursuant to company issued to Holder securities [Member] \| New Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)	$ 3.56
Purchase of share warrant	0.65
Warrants purchase	3,147,700
Aggregate purchase of warrants (in Dollars)	$ 255,751
Holder pursuant to company issued to Holder securities [Member] \| Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Gross proceeds before expenses (in Dollars)	9,650,000
Non-cash warrant inducement expense (in Dollars)	$ 7,800,000
October 2021 Offering [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Net proceeds (in Dollars)										$ 13,900,000
Gross proceeds (in Dollars)							$ 15,000,000			$ 15,000,000
October 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member]
Stockholders' Equity (Details) [Line Items]
Share issued					150,000
Exercise price (in Dollars per share)					$ 2.05
Shares issued for unregistered common warrants to purchase common stock		4,166,666
Price per share (in Dollars per share)					$ 100
Aggregate share					7,500,000		7,500,000			7,500,000
October 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Pre Funded Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Share issued					7,500,000
Preferred stock, per share (in Dollars per share)					$ 100
Aggregate conversion of common stock					7,500,000
Conversion price per share (in Dollars per share)					$ 2
October 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Share issued					7,500,000
October 2021 Offering [Member] \| Investor [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)					$ 2.05
Preferred stock deemed dividend (in Dollars)							$ 7,166,752
2020 PIPE [Member] \| Healthcare-focused U.S. Institutional Investor [Member]
Stockholders' Equity (Details) [Line Items]
March 2021 Warrant Exercise Agreement	4,842,615
February 2021 Offering [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)		$ 3.55
February 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member]
Stockholders' Equity (Details) [Line Items]
Share issued		2,784,184
Exercise price (in Dollars per share)		$ 0.01
Price per share (in Dollars per share)		$ 3
Aggregate share		2.99
Net proceeds (in Dollars)		$ 23,500,000
Gross proceeds (in Dollars)		$ 25,000,000
February 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Pre Funded Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Share issued		5,549,149								5,549,149
February 2021 Offering [Member] \| Healthcare-focused Institutional Investor [Member] \| Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Share issued		5,549,149
February 2021 Offering [Member] \| Investor [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)		$ 3.55
February 2021 Offering [Member] \| Investor [Member] \| Pre Funded Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)		$ 0.01
Stock options [Member]
Stockholders' Equity (Details) [Line Items]
Common stock share outstanding						2,215,755		2,215,755
Replacement Awards [Member]
Stockholders' Equity (Details) [Line Items]
Share options forfeited						7,691		10,191
Share options expired						28,367		29,903
Share options granted								542,500
Replacement Awards [Member] \| 2016 Stock Option Plan [Member]
Stockholders' Equity (Details) [Line Items]
Stock options								134,371
Weighted average grant date fair value (in Dollars per share)								$ 1.68
Restricted stock units [Member]
Stockholders' Equity (Details) [Line Items]
Stock units granted						60,000		730,572
Stock units vested						65,868		173,368
Stock units forfeited						7,826		10,402
Stock units outstanding								833,066
Executive Officers And Non-Employee Directors [Member] \| 2020 Stock Options Plan [Member]
Stockholders' Equity (Details) [Line Items]
Common stock share authorized									1,300,000
Share issued									1,300,000
Purchase of aggregate share									1,300,000
Chief Financial Officer [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)						$ 1.08		$ 1.08
Purchase of aggregate share								210,000
2020 ATM Offering [Member] \| Common Stock [Member] \| H.C. Wainwright & Co., LLC [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate share (in Dollars)				$ 22,100,000
Share issued										680,000
2020 ATM Offering [Member] \| Common Stock [Member] \| H.C. Wainwright & Co., LLC [Member] \| Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate share (in Dollars)											$ 10,650,000
2020 ATM Offering [Member] \| Common Stock [Member] \| H.C. Wainwright & Co., LLC [Member] \| Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate share (in Dollars)							$ 150,000			$ 150,000

Stockholders' Equity (Details) - Schedule of company recognized stock compensation expense - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share-based compensation expense	$ 257,403	$ 261,548	$ 499,022	$ 451,218
Cost of services [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share-based compensation expense	8,266	2,944	11,101	4,346
Research and development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share-based compensation expense	73,981	67,783	140,979	102,756
General and administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share-based compensation expense	138,438	172,790	279,320	314,781
Sales and marketing [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share-based compensation expense	$ 36,718	$ 18,031	$ 67,622	$ 29,335

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock - $ / shares

6 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Shares of Common Stock Subject to Warrants

^[1]

16,217,008

16,217,946

June 2017 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 390

Expiration

2022-06

Shares of Common Stock Subject to Warrants

^[1]

938

Warrants Exercise Price One [Member] | February 2015 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 3,300

Expiration

2025-02

Shares of Common Stock Subject to Warrants

^[1]

451

Warrants Exercise Price Three [Member] | July 2017 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 345

Expiration

2022-07

Shares of Common Stock Subject to Warrants

^[1]

318

Warrants Exercise Price Four [Member] | July 2017 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 250

Expiration

2022-07

Shares of Common Stock Subject to Warrants

^[1]

2,501

Warrants Exercise Price Five [Member] | July 2017 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 212.6

Expiration

2022-07

Shares of Common Stock Subject to Warrants

^[1]

50,006

Warrants Exercise Price Six [Member] | February 2018 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 81.25

Expiration

2023-02

Shares of Common Stock Subject to Warrants

^[1]

9,232

Warrants Exercise Price Seven [Member] | February 2018 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 65

Expiration

2023-02

Shares of Common Stock Subject to Warrants

^[1]

92,338

Warrant Exercise Price Eight [Member] | October 2019 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 2

Expiration

2024-10

Shares of Common Stock Subject to Warrants

^[1]

354,000

Warrants Exercise Price Nine [Member] | October 2019 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 2.6

Expiration

2024-10

Shares of Common Stock Subject to Warrants

^[1]

235,000

Warrants Exercise Price Ten [Member] | November 2020 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 2.52

Expiration

2026-05

Shares of Common Stock Subject to Warrants

^[1]

242,130

Warrants Exercise Price Eleven [Member] | February 2021 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 3.55

Expiration

2026-08

Shares of Common Stock Subject to Warrants

^[1]

4,166,666

Warrant Exercise Price Twelve [Member] | February 2021 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 3.9

Expiration

2026-08

Shares of Common Stock Subject to Warrants

^[1]

416,666

Warrant Exercise Price Thirteen [Member] | March 2021 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 3.56

Expiration

2026-03

Shares of Common Stock Subject to Warrants

^[1]

3,147,700

Warrant Exercise Price Fourteen [Member] | October 2021 [Member]

Stockholders' Equity (Details) - Schedule of outstanding warrants to purchase shares of common stock [Line Items]

Exercise Price (in Dollars per share)

$ 2.05

Expiration

2027-04

Shares of Common Stock Subject to Warrants

^[1]

7,500,000

[1]	Warrants to purchase fractional shares of common stock resulting from the reverse stock split on August 22, 2019 were rounded up to the next whole share of common stock on a holder by holder basis.

Commitments and Contingencies (Details) $ in Millions	6 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2022 USD ($)
Quant Studio Five Real Time PCR Systems [Member] \| Life Technologies Corporation Supply Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate purchase commitments	$ 0.5

Leases (Details) - Schedule of ROU assets and lease liabilities - USD ($)	Jun. 30, 2022	Dec. 31, 2021
ROU Assets:
Operating	$ 1,582,325	$ 1,814,396
Financing	19,660	90,467
Total ROU assets	1,601,985	1,904,863
Current:
Operating	394,027	459,792
Finance	16,731	43,150
Noncurrent:
Operating	2,721,233	2,977,402
Finance	1,962	3,644
Total lease liabilities	$ 3,133,953	$ 3,483,988

Leases (Details) - Schedule of maturities of lease liabilities	Jun. 30, 2022 USD ($)
Leases (Details) - Schedule of maturities of lease liabilities [Line Items]
2022 (Six months)	$ 345,107
2023	618,432
2024	624,943
2025	529,481
2026	378,279
Thereafter	2,126,368
Total lease payments	4,622,610
Less: Interest	(1,488,657)
Present value of lease liabilities	3,133,953
Operating [Member]
Leases (Details) - Schedule of maturities of lease liabilities [Line Items]
2022 (Six months)	329,771
2023	615,068
2024	624,663
2025	529,481
2026	378,279
Thereafter	2,126,368
Total lease payments	4,603,630
Less: Interest	(1,488,370)
Present value of lease liabilities	3,115,260
Finance [Member]
Leases (Details) - Schedule of maturities of lease liabilities [Line Items]
2022 (Six months)	15,336
2023	3,364
2024	280
2025
2026
Thereafter
Total lease payments	18,980
Less: Interest	(287)
Present value of lease liabilities	$ 18,693

Leases (Details) - Schedule of lease cost classifications - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Finance:
Total lease costs	$ 184,389	$ 414,286	$ 399,920	$ 880,139
Operating Expenses [Member]
Leases (Details) - Schedule of lease cost classifications [Line Items]
Operating	152,784	298,331	327,699	646,369
Finance:
Amortization	31,096	111,464	70,807	222,420
Other Expenses [Member]
Finance:
Interest expense	$ 509	$ 4,491	$ 1,414	$ 11,350

Leases (Details) - Schedule of other lease information	Jun. 30, 2022
Weighted average remaining lease term (in years)
Operating leases	7 years 8 months 12 days
Finance leases	7 months 6 days
Weighted average discount rate:
Operating leases	9.20%
Finance leases	7.30%

Leases (Details) - Schedule of supplemental cash flow information - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash used in operating activities
Operating leases	$ 327,699	$ 646,369
Finance leases	1,414	11,350
Cash used in financing activities
Finance leases	28,101	177,742
ROU assets obtained in exchange for lease obligations:
Operating leases		$ 748,294

License Agreements, Research Collaborations and Development Agreements (Details) - USD ($)	1 Months Ended			3 Months Ended			6 Months Ended		15 Months Ended
	Jun. 30, 2021	Apr. 30, 2021	Oct. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2020	Apr. 30, 2020
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Revenue contract				$ 967,205	$ 811,615		$ 1,436,950	$ 1,641,331
Collaborations Revenue [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Revenue contract				57,364	$ 237,027		118,128	$ 355,099
Fish License [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Agreement termination date			Jun. 30, 2021
Settlement fee	$ 350,000
Royalty percentage	10.00%				10.00%			10.00%
Royalty expenses				0	$ 0		0	$ 8,996
New York State Department of Health and ILUM Health Solutions, LLC [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Revenue received over 15 month demonstration period									$ 1,600,000
Demonstration period						15 months
Contract value		$ 540,000								$ 450,000
Agreement termination date		Sep. 30, 2021
New York State Department of Health and ILUM Health Solutions, LLC [Member] \| Collaborations Revenue [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Revenue contract				0	237,000		$ 0	345,000
Sandoz [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Agreement termination date							Jan. 31, 2025
Initial agreement period							36 months
Qiagen [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Contractual agreement period							20 years
Siemens [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Royalty expenses				$ 703	$ 178		$ 3,482	$ 794
Siemens [Member] \| Minimum [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Royalty rate							1.30%
Siemens [Member] \| Maximum [Member]
License Agreements, Research Collaborations and Development Agreements (Details) [Line Items]
Royalty rate							40.00%

Subsequent Events (Details) $ in Millions	Jun. 30, 2022 USD ($) shares
Subsequent Events [Abstract]
Shares issued \| shares	1,703,324
Aggregate gross proceeds \| $	$ 1.0