Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2018, OpGen, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as the underwriter (the “Underwriter”), relating to the firm-commitment underwritten public offering of 2,220,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a public offering price of $1.45 per share (the “Offering”). The Company also granted the Underwriter an option for a period of 45 days to purchase up to an additional 330,751 shares of common stock to cover over-allotments, if any, at the public offering price, less the underwriting discount. The Offering is scheduled to close on October 22, 2018, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-213356) previously filed with and declared effective by the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company. It also provides for customary indemnification by each of the Company and the Underwriter for losses or damages arising out of or in connection with the Offering. In addition, pursuant to the terms of the Underwriting Agreement, each director and executive officer of the Company entered into an agreement with the Underwriter not to sell, transfer or otherwise dispose of securities of the Company for 90 days after the date of the final prospectus supplement, subject to certain exceptions.
The Underwriter will receive discounts and commissions of six percent (6%) of the gross cash proceeds received by the Company from the sale of the Shares in the Offering, and up to $45,000 for its out of pocket expenses, which includes fees of counsel to the Underwriter, subject to compliance with FINRA Rule 5110(f)(2)(D). The Company expects to receive approximately $2.8 million, or approximately $3.3 million if the Underwriter exercise its option to purchase additional shares in full, in net proceeds from the Offering after deducting the underwriting discount and estimated offering expenses payable by the Company.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01. A copy of the opinion of Ballard Spahr LLP, as legal counsel to the Company, relating to the legality of the issuance and sale of the Shares in the Offering is attached hereto as Exhibit 5.1.