Business Combination (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of Components of Purchase Price and Net Assets Acquired

The components of the purchase price and net assets acquired are as follows:

Purchase Price

Number of shares issued to Curetis N.V		2,028,208
Multiplied by the market value per share of OpGen's common stock (i)	$	2.39
Total fair value of common stock issued to Curetis N.V shareholders		4,847,417
Fair value of replacement stock awards related to pre combination service (ii)		136,912
Fair value of convertible notes assumed (iii)		1,323,750
Fair value of EIB debt assumed (iv)		15,784,892
Funds advanced to Curetis GmbH under Interim Facility		4,808,712
Cash and cash equivalents and restricted cash acquired		(1,266,849	)
	$	25,634,834


	(i)	The price per share of OpGen’s common stock was based on the closing price as reported on the Nasdaq Capital Market on April 1, 2020.
	(ii)	The fair value of the stock options assumed was determined using the Black-Scholes option pricing model.
	(iii)	To derive the fair value of the convertible notes, the Company estimated the fair value of the convertible notes with and without the derivative liability using a scenario analysis and Monte Carlo simulation.
	(iv)	The fair value of the EIB debt is determined using a discounted cash flow analysis with current applicable rates for similar instruments.

Schedule of Net Assets Acquired

Net Assets Acquired

Assets acquired
Receivables	$	482,876
Inventory		2,022,577
Property and equipment		3,802,431
Right of use assets		1,090,812
Other current assets		925,364
Finite-lived intangible assets
Trade names/trademarks		1,768,000
Customer/distributor relationships		2,362,000
A50 - Developed technology		349,000
Ares - Developed technology		5,333,000
Indefinite-lived intangible assets
A30 - In-process research & development		5,706,000
Goodwill		6,688,652
Liabilities assumed
Accounts payable		(1,168,839	)
Accrued expenses and other current liabilities		(1,953,927	)
Derivative liabilities		(615,831	)
Lease liabilities		(1,108,193	)
Other long-term liabilities		(49,088	)
Net assets acquired	$	25,634,834

Schedule of Unaudited Pro Forma Results

The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the Transaction had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the amortization of intangibles acquired and elimination of interest expense due under the interim facility. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2020 or that may be obtained in the future.

Unaudited pro forma results	Nine months ended September 30, 2020
Revenues	$	3,886,834
Net loss		(22,340,822	)
Net loss per share		(1.59	)