OpGen closes $3.5M public offering; issues 4.5M shares/warrants, amends existing warrants

On May 1, 2023, OpGen, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a best-efforts public offering (the “Offering”) (i) 605,000 shares of the Company’s common stock, par value $0.01 per share (the ‘Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 3,890,825 shares of Common Stock (the “Pre-funded Warrants”), and (iii) common warrants to purchase up to an aggregate of 4,495,825 shares of Common Stock (the “Common Warrants” and together with the Pre-funded Warrants, the “Warrants”).

In connection with the Offering, the Company also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the Investor. Under the Warrant Amendment Agreement, the Company agreed to amend certain existing warrants to purchase up to 6,396,903 shares of common stock that were previously issued in 2018, 2021, 2022 and 2023 to the Investor, with exercise prices ranging from $2.65 to $7.54 per share (the “Existing Warrants”), in consideration for their purchase of the securities in the Offering, as follows: (i) lower the exercise price of the Existing Warrants to $0.7785 per share, (ii) provide that the Existing Warrants, as amended, will not be exercisable until the receipt of stockholder approval for