OpGen Inc. Files 8-K: Agreements, Delisting Notice, Equity Sales

TL;DR

OpGen's 8-K drops: material agreements in, agreements out, potential delisting warning, and equity sold. Big moves happening.

AI Summary

On August 16, 2024, OpGen, Inc. filed an 8-K report detailing several significant events. These include the entry into and termination of material definitive agreements, notice of potential delisting or failure to meet listing standards, and unregistered sales of equity securities. The company is based in Rockville, MD, and operates in the medical laboratories sector.

Why It Matters

This filing indicates significant corporate actions and potential financial distress for OpGen, Inc., which could impact its stock price and operational future.

Risk Assessment

Risk Level: high — The filing mentions potential delisting and unregistered sales of equity, which are strong indicators of financial instability and increased risk.

Key Players & Entities

• OpGen, Inc. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported
• Rockville, MD (location) — Company business address
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — 2024, shares of common stock, par value $0.01 per share (the "Shares"), of the Compan
• $3,000,000 — pany having an aggregate value of up to $3,000,000 (the "Financing"). The Company will con
• $2,500,000 — intain stockholders' equity of at least $2,500,000 or to meet alternatives of market value

Filing Documents

• opgeninc_8k.htm (8-K) — 41KB
• opgeninc_ex10-1.htm (EX-10.1) — 141KB
• 0001829126-24-005761.txt ( ) — 388KB
• opgn-20240816.xsd (EX-101.SCH) — 3KB
• opgn-20240816_lab.xml (EX-101.LAB) — 33KB
• opgn-20240816_pre.xml (EX-101.PRE) — 22KB
• opgeninc_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 22, 2024, OpGen, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with AEI Capital Ltd. (the "Purchaser"), pursuant to which the Company has the right, in its discretion, to sell to the Purchaser, at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share (the "Shares"), of the Company having an aggregate value of up to $3,000,000 (the "Financing"). The Company will control the timing and amount of any sales of Shares pursuant to the Purchase Agreement. The purchase price for each Share will be the closing sales price as of the date immediately prior to the date of sale for the Common Stock on the market or exchange on which the Company's common stock is then listed or traded. The proceeds of the Financing will be used for working capital and other general corporate purposes as well as to fund a potential strategic transaction. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission (the "SEC"). The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

02 Termination of a Material Definitive

Item 1.02 Termination of a Material Definitive Agreement. The information included in Item 3.01 of this Current Report on Form 8-K relating to the Guarantee Agreement is incorporated herein by reference.

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on June 11, 2024, the Company received a letter from the listing staff of The Nasdaq Stock Market LLC ("Nasdaq") that the Company was no longer in compliance with the minimum stockholders' equity requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(1) (the "Stockholders' Equity Rule"). The Stockholders' Equity Rule requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 or to meet alternatives of market value of listed securities or net income from continuing operations, which the Company does not currently meet. In response to the letter, the Company submitted its plan to regain compliance with the Stockholders' Equity Rule to the Nasdaq Hearings Panel (the "Panel") and requested additional time to regain compliance with such rule. On August 16, 2024, following the Panel's review of the Company's plan to regain compliance, the Company received a letter (the "Notice") indicating that the Panel had determined to deny the Company's request for continued listing on Nasdaq. Pursuant to the Notice, based on the preliminary nature of the Company's plan, the Panel determined that the Company did not provide a definitive plan evidencing its ability to achieve near- and long-term compliance with the Stockholders' Equity Requirement. Unless the Company requests an appeal of the Panel's determination by August 31, 2024, Nasdaq will file a Form 25 Notification of Delisting with the SEC, which will remove the Company's securities from listing on the Nasdaq Capital Market. The Notice also provided that the Company's securities will be suspended from trading on the Nasdaq Capital Market at the opening of business on August 20, 2024. 1 The Company currently intends to timely appeal this determination by requesting that the Nasdaq Listing and Hearing Review Cou

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The Shares were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance on similar exemptions under applicable

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking harbor from liability established thereunder. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company's control, and which may cause results to differ materially from expectations, including the risk that the Company's intention to regain compliance with Nasdaq's listing rules will not be achieved. In addition, for a further discussion of factors that could materially affect the outcome of the Company's forward-looking statements and its future results and financial condition, see "Risk Factors" in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and its other reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Securities Purchase Agreement, dated August 22, 2024, by and between the Company and AEI Capital Ltd. 10.2 Settlement Agreement, dated March 25, 2024, by and between the European Investment Bank and the Company (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on March 29, 2024). 10.3 Settlement Agreement, dated March 25, 2024, by and between Insolvency Administrator for Curetis GmbH and the Company (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on March 29, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 22, 2024 OpGen, Inc. By: /s/ John Tan Honjian Name: John Tan Honjian Title: Chairman and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR