OpGen Announces Acquisition of Preferred Stock by David Lazar

 

• David Lazar invests $3 million in Preferred Stock
  
• New OpGen Board of Directors appointed
• David Lazar will take over as CEO of OpGen
• OpGen settles outstanding liabilities with EIB

 OpGen, Inc. (Nasdaq: OPGN, “OpGen” or “the Company”), announced today that the Company entered into a securities purchase agreement with David E. Lazar, an experienced private investor, pursuant to which he will acquire 3,000,000 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) of the Company at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. The proceeds of the transaction will be used to repay and settle outstanding indebtedness and liabilities of the Company and for other general corporate and operating purposes.

On March 25, 2024, Mr. Lazar paid $200,000 at the initial closing of the transactions in exchange for 200,000 shares of Series E Preferred Stock. Subject to the satisfaction of certain additional closing conditions, Mr. Lazar will pay an additional $200,000 on or before April 8, 2024, and the balance of $2.6 million will be paid no later than May 1, 2024. Each share of Series E Preferred Stock is convertible into 24 shares of the Company’s common stock (“Common Stock”). The conversion of the Series E Preferred Stock into shares of common stock in excess of applicable statutory and regulatory thresholds, including national stock exchange rules, will be subject to receipt of stockholder approval for the issuance of such shares of Common Stock.

In connection with the transactions, Mr. Lazar was also appointed to the Board of Directors of OpGen, and following closing will be appointed CEO. In addition, effective as of the initial closing, each of the prior members of the Company’s board of directors resigned and Oliver Schacht, PhD, resigned as CEO. Mr. Schacht will continue to serve as Executive Vice President of Corporate Development to assist with the transition period following the transactions. In addition to the appointment of Mr. Lazar as a director, each of Messrs. Avraham Ben-Tzvi, Matthew McMurdo, and David Natan were also appointed to the board of the Company, effective as of the initial closing on March 25, 2024.

In connection with the foregoing transaction, OpGen entered into settlement agreements with each of the European Investment Bank (“EIB”) and Curetis GmbH, the Company’s subsidiary (“Curetis”), and Curetis’ trustee in insolvency, pursuant to which the Company settled outstanding liabilities amongst the parties. Pursuant to the settlement agreements and the securities purchase agreement with Mr. Lazar, following closing of securities purchase agreement the Company will pay $2 million of the proceeds from the financing to settle all outstanding debt of the Company to each of EIB and Curetis. The settlement agreement with EIB also terminated the guarantee agreement, pursuant to which OpGen had guaranteed all of Curetis’ debt to EIB.

Mr. Lazar, the new Chairman of OpGen, issued the following statement: “I am pleased to announce my significant investment in OpGen given the meaningful opportunity I believe the Company represents and am eager to begin working with the Board of Directors and management to actively explore potential strategic options to drive shareholder value.”

Oliver Schacht, PhD, former CEO of OpGen and now Executive VP of Corporate Development commented: “We are pleased with the outcome of our strategic process. With Curetis and Ares Genetics businesses and assets being sold by the respective trustees in Germany and Austria to strategic acquirors, this financing transaction provides an opportunity for OpGen to settle its outstanding liabilities with its major creditors. We believe the transaction also offers future opportunities for OpGen stockholders to participate in possible future strategic transactions under the leadership of David Lazar and the new members of the board.

https://ir.opgen.com/news-releases/news-release-details/opgen-announces-acquisition-preferred-stock-david-lazar