OpGen Announces Execution of Reverse Stock Split
January 17 2018 - 04:01PM
OpGen, Inc. (NASDAQ:OPGN) announced today that it will implement a
1-for-25 reverse stock split of its common stock. The Company filed
an amendment to its Certificate of Incorporation to effect the
reverse stock split on January 17, 2018.
The Company expects that the Company's common stock will trade
on a split-adjusted basis under the symbol “OPGN” at the beginning
of trading on January 19, 2018, and the warrants to purchase common
stock issued as part of the Company’s initial public offering will
trade on a split-adjusted basis under the symbol “OPGNW” at the
beginning of trading on January 19, 2018. The new CUSIP
number for the common stock following the reverse stock split will
be 68373L208, and the new CUSIP number for the listed common stock
warrants following the reverse split will be 68373L125.
The reverse stock split is intended to increase the market price
per share of the Company's common stock to qualify it for continued
listing on The Nasdaq Capital Market. The Company had
previously announced that the Listing Qualifications Staff of the
Nasdaq Capital Market had determined to delist the Company’s
securities from Nasdaq, effective January 2, 2018, unless the
Company timely requested a hearing before the Nasdaq Hearings Panel
(the “Panel”). On December 21, 2017, the Company submitted a
request for a hearing before the Panel, which request stayed any
suspension or delisting action by Nasdaq at least until the hearing
process concludes and any extension granted by the Panel expires.
An oral hearing has been scheduled for February 8, 2018.
The reverse stock split will reduce the number of shares of the
Company's common stock currently outstanding from approximately
56.5 million shares to approximately 2.3 million shares.
Proportionate adjustments will be made to the conversion and
exercise prices of the Company's outstanding stock purchase
warrants, stock options, restricted stock units and to the number
of shares issued and issuable under the Company's equity incentive
plans. Concurrent with the reverse stock split, there will be a
reduction in the number of shares authorized for issuance by the
Company from 200 million to 50 million.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each
twenty-five (25) shares of the Company's issued and outstanding
common stock will be automatically combined and converted into one
issued and outstanding share of common stock. The reverse stock
split will affect all stockholders uniformly and will not alter any
stockholder's percentage interest in the Company's equity, except
to the extent that the reverse stock split would result in a
stockholder owning a fractional share. Holders of common stock
otherwise entitled to a fractional share as a result of the reverse
stock split will receive a cash payment in lieu of such fractional
share. The reverse stock split will not change the par value of the
common stock or modify the rights or preferences of the common
stock.
The Company's transfer agent, Philadelphia Stock Transfer, Inc.
(PST), will act as paying agent for the reverse stock split. PST
will provide stockholders of record holding certificates
representing pre-split shares of the Company's common stock as of
the effective date a letter of transmittal providing instructions
for the exchange of shares. Registered stockholders holding
pre-split shares of the Company's common stock electronically in
book-entry form are not required to take any action to receive
post-split shares. Stockholders owning shares via a broker, bank,
trust or other nominee will have their positions automatically
adjusted to reflect the reverse stock split, subject to such
broker's particular processes, and will not be required to take any
action in connection with the reverse stock split. PST can be
reached at (484) 416-3124.
About OpGen
OpGen, Inc. is harnessing the power of informatics and
genomic analysis to provide complete solutions for patient,
hospital and network-wide infection prevention and treatment.
Forward-Looking Statements
This press release includes statements relating to the impact of
the execution of a reverse stock split of the Company’s common
stock. These statements and other statements regarding
OpGen’s future plans and goals constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, and
are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. Such statements are subject to risks and uncertainties that
are often difficult to predict, are beyond our control, and which
may cause results to differ materially from expectations. Factors
that could cause our results to differ materially from those
described include, but are not limited to, our ability to
successfully relist our common stock and listed common stock
warrants on the Nasdaq Capital Market. For a discussion of
the most significant risks and uncertainties associated with
OpGen's business, please review our filings with the Securities and
Exchange Commission (SEC). You are cautioned not to place undue
reliance on these forward-looking statements, which are based on
our expectations as of the date of this press release and speak
only as of the date of this press release. We undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
OpGen Contact:Michael FarmerDirector,
Marketing240-813-1284mfarmer@opgen.comInvestorRelations@opgen.com
Investor Contact:LHA Investor RelationsKim
Sutton Golodetz212-838-3777kgolodetz@lhai.comorBruce
Voss310-691-7100bvoss@lhai.com
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