GENERAL CONDITIONS OF USE OF THE WEBSITE WWW.ARNEG.IT This Website is owned by Arneg S.p.A., with registered office at Via Venezia 58, 35010 Campo San Martino (Padua) Italy, company capital € 43,000,000.00, Tax Code, VAT number and Padua Chamber of Commerce registration number IT 1 (“Arneg”). These General Conditions of Use ('General Conditions') govern the navigation and use of the various functions enabled in the public and restricted areas (“Public Area” and 'Restricted Area' respectively) of the Website (the 'Website') by subjects accessing the Website ('Users'). Acceptance of the General Conditions of Use 1.1 By accessing, visiting and using the Website, Users acknowledge that they have read, understood and expressly accepted all these General Conditions of Use. Acceptance of these General Conditions is a necessary precondition for navigating the Website and using the Services defined below. 1.2 The Restricted Area is divided into areas with different levels of confidentiality.
Cetus: a full-featured user interfaces that should provide something like Axis Clone both user interfaces on your device with Machinekit installed. I recommend forking the user interfaces on GitHub and cloning the fork so you can push modifications upstream quickly. In order to install the C SQLAlchemy extensions, you must have a C compiler tool chain installed in cygwin. To check, enter gcc -version at the cygwin bash prompt. If missing, install the latest 'gcc-core' package. Also, be careful that you are not mixing cygwin and windows versions of python.
Access, in whole or in part, to such areas is granted only to Users whose registration has been accepted by Arneg. The Restricted Area allows Users to benefit from commercial, technical, and updating services (the 'Services') and to access information, data, links, software, music, sounds, photographs, images, videos, messages and all other materials made available by Arneg (the 'Content'). Registration 2.1 Users must register for the Website in order to be granted access to the Reserved Area. Registration is free of charge. 2.2 On registration, Users must choose a user name and a password ('ID' and 'Password' respectively) and must provide a valid, current and verifiable e-mail address. The co-existence of identical IDs and/or e-mail addresses is not permitted.
If Users enter an ID and/or address that is already used, they shall be invited to choose an alternative. Users must also indicate a contact person within Arneg who can confirm their identity and their relationship with the Company. 2.3 Arneg will send Users an e-mail confirming their registration details. Arneg reserves the right to refuse a User's registration for all or some of the Services and/or Contents, at its own discretion. Registered Users are required to keep all the data they enter up to date, accurate and current. 2.4 Arneg reserves the right to change the ID of a User, delete content sent to the Website, and refuse or cancel a User's registration, should that User choose an ID which, at Arneg’s sole discretion, is judged to be obscene, indecent, vulgar or otherwise improper. 2.5 Registration for the Website and User accounts created by registration remain valid for twelve (12) months.
Users will be notified by e-mail 2 (two) weeks in advance of the expiry of their registration. Users are responsible for renewing their registration by submitting a request to their contact person within Arneg. 2.6 Registrations and User accounts will be deleted if Users fail to log in for a period of 6 (six) consecutive months. Under such circumstances, Users shall be informed by e-mail of the approaching deletion, with prior notice of two (2) weeks. 2.7 Users assume full responsibility for limiting access to their own computer/s by third parties, and for protecting their login credentials against unauthorised use.
Users likewise assume full responsibility for all activities conducted through their accounts, IDs and/or passwords, whether attributable to their own actions, inaction or negligence. If Users become aware of suspicious or unauthorised use of their accounts, IDs and/or passwords, they must inform Arneg promptly by e-mail. 2.8 Finally, Users must ensure that their own employees and collaborators, both internal and independent, comply fully with these General Conditions.
Users remain responsible for the actions of their employees and collaborators. Use of Services and Content 3.1 The Services and Content of both the Public Area and Restricted Area may be accessed free of charge. Users undertake not to use the Services and Content in any way other than as expressly permitted by these General Conditions. 3.2 Users expressly undertake not to reproduce, modify, duplicate, copy, distribute, sell or otherwise transfer Content and/or Services to third parties nor to exploit them for purposes other than those described in these General Conditions without prior written permission from Arneg.
In particular, Users acknowledge the confidential nature of the Content and the Services provided in the Restricted Area and therefore expressly agree to respect that confidentiality and not to disclose Content or Services to third parties in any way. Registered Users must also transfer this obligation of confidentiality to their collaborators and employees. 3.3 Users undertake to use the Website, its Services and Content, and all other data and/or information contained therein, exclusively for lawful purposes, in accordance with these General Conditions and with the provisions of applicable law. Users therefore guarantee Arneg complete indemnity and accept full responsibility for any and all unlawful misuse and/or violation of applicable laws. 3.4 Violations of system or network security may give rise to criminal or civil actions.
3.5 Finally, it is understood that, unless otherwise specified, information contained in the Website does not constitute a contract or a public offering of products and/or services according to article 1336 of the Italian Civil Code, nor can it be considered binding for the purposes of negotiations or business relationships. Intellectual Property 4.1 The 'Arneg' name and logo is a registered trademark of Arneg S.p.A. (the 'Trademark'). The graphical representations, drawings, technical drawings, designs and Content of this Website and its collection and organisation in general are protected by copyright and the exclusive property of Arneg S.p.A. 4.2 Access to the Website does not grant Users the right to use the Trademark, name, logo or brand associated with the Services and/or Content of the Website. The display, downloading and printing of the Trademark and Content is permitted solely for purposes related to use of the Website. It is forbidden to copy, reproduce, distribute, publish, download, display, send by electronic or mechanical means, transmit, record, duplicate, photocopy or reproduce the Trademark or Content in any form without the prior written consent of Arneg.
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Warranties and Responsibilities 5.1 To the extent permitted by applicable law, Users accept that they use the Website at their own risk. The Website is provided 'as is' and 'as available'. Arneg offers no specific warranty as to the results that can be expected, desired or obtained through use of the Website, its Services and/or its Content. 5.2 Pursuant to article 1229 of the Italian Civil Code, Users agree and promise to indemnify and hold harmless Arneg, its representatives, employees, contractors, associates and partners from all liability, including legal fees, incurred in connection with use of the Website.
5.3 Arneg declines all liability for claims made by Users concerning the impossibility to use the Website and/or its Services or to access the Contents or Restricted Area for any reason whatsoever. 5.4 Arneg reserves the right to disconnect, remove and/or replace Services and Content (or any part thereof), temporarily or permanently, and at any time. Users accept that Arneg cannot be held responsible in any way to them or to any third party for any suspension and/or interruption. 5.5 Information (in text or graphic form) provided directly by Arneg's suppliers and related to goods and/or services offered on the Website does not imply any liability on the part of Arneg. The parties providing such information assume full and exclusive responsibility for the instructions, specifications and descriptions contained therein.
Arneg cannot therefore be held responsible for graphic inaccuracies and/or errors. Arneg offers no warranty, implicit and/or explicit, regarding details, content or software, or the merchantability and fitness for purpose of information, goods or services described or offered by suppliers through the Website. Arneg nevertheless declares that, upon request and within the limits of the law, it shall provide the names, addresses and other details necessary to identify the supplier and/or manufacturer of goods and services offered. 5.6 Arneg has compiled the information provided on the Website from internal and external sources and to the best of its knowledge and belief, using professional diligence. No representation is made nor warranty given, either expressly or tacitly, as to the completeness or correctness of the information contained in the Website. 5.7 Arneg, the companies in the Arneg Group and its affiliates, partners, licensors and suppliers assume no responsibility for any interruptions or omissions affecting the Internet, the network or hosting services provided, and offer no warranty that the Website, the Services and/or the Content contained therein nor electronic communications transmitted by Arneg are free from viruses or other harmful elements. Links 6.1 The Website contains links to other websites or other Internet resources ('Links').
The User acknowledges and accepts that Arneg cannot be held liable in any way for the proper functioning of such external resources. 6.2 Arneg is not obliged to monitor the content of external resources or sites accessed via links and therefore assumes no responsibility for the content and/or material, advertising included, contained in such external sites or resources or for the products or services offered therein. International Users 7.1 Arneg offers no warranty that the information contained in the Website (and in particular the Services and Content) are correct and legal outside Italy. 7.2 Users therefore undertake to comply with all laws governing the use of exported data applicable in the country where they reside. 7.3 Users in any country other than Italy expressly assume responsibility for ensuring that their navigation on the Website and their acquisition of information from it comply with the legislation of the country where they reside. Cookies and Personal Data 8.1 Under Articles 13 and 122 of Legislative Decree 196/03 (the Italian law governing the protection of personal data), Arneg informs Users that personal data provided by them will be processed exclusively for purposes related to navigation of the Website and use of the Services and Content.
8.2 Navigation Data The information systems and software procedures put in place to ensure the functioning of the Website acquire certain items of personal data as a result of their normal operation, such data being transmitted implicitly through the use of Internet communication protocol. While such data is not collected for the purpose of identifying Users, for its very nature it could, if associated with data held by third parties, permit the identification of Users or visitors to the Website. (Such data includes IP addresses, names of the computer domains used by persons connected to the Website, codes identifying server response states, browser identities, etc.) This data is used exclusively to compile statistical (and therefore anonymous) information and to monitor the correct functioning of the Website. Internet connection data is not kept for more than six months other than in the event of legally pursuable attacks on the Website. Data derived from internet services is not divulged or diffused.
8.3 Cookies General Information on Cookies Cookies are small text files that websites send to the terminals (typically to the browsers) of visiting Users. Cookies are saved on Users' computers and returned to the website of origin the next time a user visits that same website using the same terminal.
Websites may also permit the transmission of so-called “third party” cookies. These are cookies generated by websites other than the website the User is visiting (via elements in that website such as banners, images, maps, sounds and links to the pages of other domains). Depending on persistency, cookies are classed as session cookies (temporary cookies that are deleted automatically at the end of the navigation session or when the browser is closed) and persistent cookies (which remain on the terminal until they expire or are deleted by the user).
Cookies serve various purposes. Basically, they are used to ensure effective data transmission and communications and to deliver services requested by Users. In particular they activate and optimise Website functions, permit authentication of data and prevent abuses, monitor sessions and improve Users' navigation experience, for example by keeping a connection to the Reserved Area active even if Users navigate away to other pages of the website, so that they do not need to re-enter their ID and Password, and by memorising specific information regarding Users (such as their preferences, browser and type of device).
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These cookies (whose use does not require the consent of Users) are known as “technical” cookies; without them some of the technical operations described above either could not be performed or would be more complex and/or less secure. If cookies are used for other purposes, typically for User profiling and for sending promotional and advertising messages (so-called “profiling” cookies), as soon as Users reach the home page or other landing page in the Website, a banner is displayed in a prominent position containing a brief notice on the use of the cookies concerned and requesting consent to proceed. Users may consent to the use of these cookies and continue their navigation by clicking an element under the banner or simply by closing the banner. In any case, these cookies can only be read and modified by the website that generates them. They cannot be used to collect data from Users' terminals or to transmit viruses. Some functions normally performed by cookies can also be performed by other technologies; therefore, in the context of this data protection notice, the term “cookies” may refer to actual cookies or to other analogous technologies. Use of Cookies in this Website This Website may use session cookies or persistent cookies.
The cookies generated directly by this Website are “technical” cookies, used to ensure: a) easier use of the Website and its audio-visual Content (e.g. By running utilities such as Flash Player); b) correct functioning of the connection (e.g. By channelling User requests to the most appropriate servers). 'Third Party' Cookies This Website also permits transmission to Users' terminals of third party cookies from companies with which Arneg cooperates.
Arneg acts exclusively as technical intermediary for such cookies. While sending them, Arneg does not control their functioning, which remains the sole responsibility of the third parties concerned. (Arneg has neither control over nor access to the data provided and acquired.) Management of Cookie Choices Users can control the way cookies are used through their browser. A) Browser settings Users can set their own preferences governing the use of cookies. In particular they may use the functionalities found in all common browsers (Internet Explorer, Mozilla Firefox, Google Chrome, Apple Safari) to delete/remove all or some cookies and to change the browser's settings in order to block cookies or limit their use to specific websites. To learn how to configure browser settings (which are normally accessible from the browser's toolbar), go to the “Support” area of the browser supplier's website (which can be found using a normal search engine). Disabling cookies does not in itself prevent use of the Services offered by this Website.
However, if all cookies, including technical cookies, are deleted/disabled, it may prove impossible, more difficult or less secure to perform certain operations. This applies, for example to operations inside the Website's Reserved Area (because cookies are used to identify the User and store his details throughout the session). 8.4 Personal Data The data provided by Users will be processed by computer, electronic and paper means and might be processed by persons working as data processing officers inside or outside Arneg. Users are free to confer or withhold their personal data, but refusal to confer such data may make it impossible for their requests to be satisfied. If necessary for the purposes for which it was collected, personal data may be communicated to third parties within the European Union and in other countries.
Personal data will not be otherwise disclosed in any way. The Data Holder is Arneg S.p.A., with registered office at Via Venezia 54, 35010, Campo San Martino (Padua), Italy. Users are entitled to exercise the rights granted them under article 7 of the Legislative Decree 196/2003, by sending an e-mail to Arneg. By accepting these General Conditions, Users consent to the processing of their personal data as permitted by article 23 of Legislative Decree 196/03. Miscellaneous 9.1 Arneg reserves the right to make changes to this Website, its Services and Content and to these General Conditions at any time. Users should always refer to the text of these General Conditions of Use as posted on the Website at the time of consultation.
9.2 These General Conditions and the relationship between Users and Arneg are interpreted and governed by Italian law. 9.3 Any dispute arising between Users and Arneg concerning or related in any way to the interpretation and execution of these General Conditions, or to use of the Website, its Services and/or Content shall be decided exclusively by the courts of Padua, Italy. 9.4 Arneg's decision not to exercise any of the rights and provisions set out in these General Conditions may not be construed as a waiver of the same.
JVen Capital, LLC, a principal stockholder of the Company and an affiliate of Evan Jones, the Company's Chairman of the Board and Chief Executive Officer, has provided bridge financing of up to $1,500,000 to the Company in the form of short-term promissory notes. Upon the closing of this offering, if at least $5,000,000 in net cash proceeds to the Company is raised, the Company has the option of converting $500,000 of the bridge financing notes into shares of common stock and warrants at a ten percent discount to the public offering price.
If the remaining $1,000,000 in bridge financing notes are outstanding at the closing of this offering, and if this offering is a qualified financing, the Company will use a portion of the proceeds (up to $1,000,000 plus accrued interest) to repay the bridge financing promissory notes unless jVen Capital elects to convert all outstanding notes in this offering. You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities in any state where the offer or solicitation is not permitted. The information contained in this prospectus is complete and accurate as of the date on the front cover of this prospectus, but information may have changed since that date.
We are responsible for updating this prospectus to ensure that all material information is included and will update this prospectus to the extent required by law. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to the accuracy of the information. We own various U.S.
Federal trademark registrations and applications and unregistered trademarks and servicemarks, including OpGen®, Acuitas®, Acuitas Lighthouse® Argus®, AdvanDx®, QuickFISH®, and PNA FISH®. All other trademarks, servicemarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are sometimes referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies, products or services. This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our common stock.
You should carefully consider, among other things, our financial statements and the related notes and the sections entitled 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' included elsewhere in this prospectus. When we refer to OpGen, Inc. We use the terms 'OpGen,' 'the Company,' 'us,' 'we' and 'our.' We are a precision medicine company using molecular diagnostics and bioinformatics to help combat infectious disease. We are developing molecular information products and services to combat infectious disease in global healthcare settings, helping to guide clinicians with more rapid information about life threatening infections, improve patient outcomes, and decrease the spread of infections caused by multidrug-resistant microorganisms.
Our proprietary DNA tests and bioinformatics address the rising threat of antibiotic resistance by helping physicians and other healthcare providers optimize patient care decisions and protect the hospital biome through customized screening and surveillance products and services. Our Acuitas DNA tests, which provide rapid microbial identification, and antibiotic resistance gene information. These products include the QuickFISH® family of FDA-cleared and CE-marked diagnostics used to rapidly detect pathogens in positive blood cultures, the Acuitas MDRO Gene Test to detect, type, track, and trend antibiotic resistant organisms in real-time and our Acuitas Rapid Test in development.
We are working to provide actionable, precise diagnostic information powered by pathogen surveillance data collected through hospital screening programs and a network of hospital and public health laboratories globally. Our Acuitas Lighthouse bioinformatics systems, which are cloud-based HIPAA compliant bioinformatics offerings that combine clinical lab test results with patient and hospital information and provide analytics to help manage MDROs in the hospital and patient care environment. These include our Acuitas Lighthouse informatics, which can be specific to a healthcare facility, public health department or collaborator, such as a pharmaceutical company, and our Acuitas Lighthouse Knowledgebase, a proprietary data warehouse in development to include genomic data matched with antibiotic susceptibility information for microbes and patient information from healthcare providers, in which we are beginning to collect and store MDRO information from a variety of sources for use with our Acuitas Rapid Test in development. We believe that the diagnostic paradigm for management of drug-resistant infections is poised for change.
In acute care settings, treatment today relies heavily on initial use of broad spectrum antibiotics on an empiric basis. For example, it is common for patients to receive the antibiotic Vancomycin for treatment of potential Gram-positive infections such as Staphylococcus and the antibiotic cefipime for treatment of potential Gram-negative infections from organisms such as Escherichia coli, Klebsiella pneumoniae, or Pseudomonas aeruginosa. These powerful antibiotics are often prescribed without previous knowledge of whether the organism they are intended to treat is present. Current methods require 2-4 days to determine the organism identification and antibiotic susceptibility. During this period in advance of receiving the correct diagnosis, patients may often be over-treated or treated with an ineffective antibiotic leading to potentially undesirable outcomes such as morbidity from expanded infection, drug resistance, or opportunistic infections. If the diagnosis is that the initial empiric antibiotic therapy was incorrect, a new therapy must be chosen which may result in poor clinical outcomes, additional length of stay, and increased healthcare costs. Our suite of DNA-based products and products in development are intended to provide actionable, precise diagnostics powered by microbial surveillance data.
The high resolution Acuitas DNA tests use multiplex PCR to help provide reliable and accurate detection of drug resistance. The QuickFISH tests are powered by PNA technology and provide rapid pathogen identification, typically in less than 30 minutes from a positive blood culture result. The Acuitas MDRO Gene Test is used for determining if acute care patients are colonized with MDROs. Positive samples are confirmed using microbiological methods and the Acuitas Resistome Test for high resolution genotyping. Test results are maintained in the Acuitas Lighthouse data warehouse for subsequent interpretation by physicians and healthcare providers. We are developing a new disruptive testing paradigm that we believe could provide results in one to three hours from specimen collection and help address many of the current issues with testing for antibiotic resistance. We are developing a new high resolution Acuitas Rapid Test designed to detect the key resistome profiles of Gram-negative organisms.
The product is anticipated to be used initially for research use only in infection control and clinical research. Ultimately, following receipt of appropriate regulatory approvals, we anticipate the Acuitas Rapid Test will be used in the clinical setting to provide pathogen and antibiotic resistance gene information to aid in decision making for patients with complicated urinary tract infections, complicated pneumonia, and blood stream infections. We are also developing a smart cloud based clinical database that we are calling the Acuitas Lighthouse Knowledgebase that will include critical infection control information and provide additional analysis of Acuitas resistance test results to provide additional insight to aid initial antibiotic selection and clinical decision making. Our proprietary Acuitas Lighthouse Knowledgebase distills large amounts of data into one actionable profile. We believe our disruptive approach will be globally applicable and could be an important new weapon in the fight against drug-resistant bacteria. The figure below describes the potential workflow and anticipated results from our new testing approach. We are using our current product and service offerings and will use our products in development to build a comprehensive precision medicine solution for combatting infectious disease with a focus on developing diagnostic tests for rapid pathogen identification and genetic profiling, antibiotic resistance analysis and advanced bioinformatics to store and analyze MDRO and other infectious disease data for hospitals, out-patient settings and other healthcare providers.
We believe more rapid genetic identification methods will reduce morbidity from MDROs, reduce healthcare costs through reduced length of stay, and assist in the identification of targeted antibiotic therapy. Current conventional microbiology, largely unchanged in 50 years, requires one to two days for growth and phenotypic analysis and often leads to the use of broad spectrum antibiotic therapy in the early stages of infection.
Our current QuickFISH and PNA FISH FDA-cleared, CE-marked diagnostic tests can accelerate accurate pathogen identification by one to three days when compared to conventional methods by providing identification of the pathogen within 30 to 90 minutes of positive blood culture results. We are working to. We believe our products and services, including those in development, can be integrated into a MDRO and antibiotic single solution for assisting healthcare providers to rapidly combat infectious disease. By seeking to address institutional needs for informatics, genetic analysis and microbiologic testing, we are working to establish a market leadership position in MDRO analysis. We are focused on developing products and services to help hospitals reduce healthcare-associated infection rates by helping to rapidly identify patients colonized with MDROs who should receive contact precautions, and helping to guide antibiotic therapy in a variety of healthcare settings. In May 2016, OpGen and the District of Columbia Hospital Association, or DCHA, announced the completion of the first citywide quantification of MDROs. The study was conducted with Washington D.C.'
S public health departments to gauge the prevalence of the multidrug-resistant Gram-negative bacteria CRE in healthcare facilities throughout the District of Columbia. The results revealed the prevalence of CRE and other CRO was 5.1% and 6.4%, respectively.
The study also reported a wide range of variability across the 16 institutions tested providing direction for concentrated intervention. In July 2016, we completed the Intermountain Healthcare, or IHC, Retrospective MDRO Health Outcome Study. The study was one of the largest of its kind ever conducted in an integrated health system. 900,000 hospital admissions were evaluated over an eight-year period at IHC, including 22 hospitals and affiliated clinics to help evaluate actual healthcare costs of MDRO and C. Difficile infections and to provide proprietary data sets to help guide OpGen commercialization and R&D activities. The researchers found that a 222% increase was observed in the prevalence of C. Difficile infections as well as a 322% increase in ESBL (extended spectrum beta lactamase) positive organisms.
The study documented total costs of hundreds of millions of dollars and average individual patient costs of between $25,000 and $80,000. Total costs are projected to double over the next seven years. In October 2016, we entered into a research collaboration with Merck Sharp & Dohme Corp., a wholly owned subsidiary of Merck & Co. Inc., or Merck, to develop new rapid diagnostics and information technology products to help combat the threat of antimicrobial resistance. This collabortation with Merck will support OpGen's development of rapid DNA tests and a genomic knowledgebase of antibiotic-resistant pathogens for predicting antibiotic susceptibility based on test results.
Under the terms of the agreement, Merck will provide access to its archive of over 200,000 bacterial pathogens gathered over the last 15 years through the Study for Monitoring Antimicrobial Resistance Trends known as 'SMART,' one of the world's largest surveillance studies of antimicrobial resistance supported by Merck in collaboration with International Health Management Associates, or IHMA. OpGen is performing genomic analysis, microbiology testing for drug resistance, and incorporate this information into its Acuitas Lighthouse Knowledgebase and the development of rapid DNA tests such as the Acuitas Rapid Test in development.
OpGen will initially perform molecular analyses on up to 10,000 pathogens to identify markers of resistance to support rapid decision making using the Acuitas Lighthouse data warehouse, and to speed development of OpGen's rapid diagnostic platforms. Merck will gain access to the high-resolution genotype data for the SMART isolates as well as access to Acuitas Lighthouse informatics to support internal research and development programs. On May 19, 2016 and June 27, 2016, the Company offered and sold units in a private offering to members of management and employees and to accredited investors, including Merck Global Health Innovation Fund, or MGHIF, and jVen Capital, each unit consisting of either (i) one share of common stock and a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, or (ii) one share of non-voting convertible preferred stock and a detachable stock purchase warrant to purchase an additional 0.75 shares of common stock, at a price of $1.14 per unit. The total net proceeds to the Company, after deducting offering commissions and expenses was $9.5 million.
The Company is using the proceeds for working capital and general corporate purposes. Pursuant to the private offering the Company issued 6,744,127 shares of common stock, 2,309,428 shares of Series A non-voting convertible preferred stock and stock purchase warrants to acquire an additional 6,790,169 shares of common stock. Each share of non-voting convertible preferred stock was convertible at the option of the holder in whole or in part and from time to time into one share of common stock, is entitled to dividends on as 'as converted basis' when and if dividends are issued to common stockholders, and participates in liquidation on a pari passu basis with common stockholders. Holders of the Series A non-voting convertible preferred stock subsequently converted all 2,309,428 shares of preferred stock into 2,309,428 shares of common stock. The stock purchase warrants issued as part of the units are exercisable at $1.3125 per share beginning 90 days after closing for five years, expiring on May 18, 2021. On July 20, 2016, the Company's registration statement on Form S-3, registering for resale by the holders of the shares of common stock acquired in the private offering, was declared effective by the SEC.
Assuming that any bridge financing promissory notes are then outstanding, if the Company does not pay any outstanding bridge financing notes on a timely basis, seeks to liquidate the Company or enters into a bankruptcy proceeding, the then- outstanding bridge financing notes would acquire a two times liquidation preference for unpaid principal and interest. JVen Capital would have the option to convert the bridge financing notes to preferred stock at a ratio of one share of preferred stock per $1.00 of principal and interest, which preferred stock would be convertible into 10 shares of voting common stock, otherwise no further preferences are provided to the preferred stock.
A condition to the receipt of the bridge financing is an extension of the maturity date of the MGHIF Note to July 14, 2018. To receive MGHIF's consent to such extension, we have committed to modify the terms of the MGHIF Note to increase the interest rate to 10% and to issue warrants to purchase shares of common stock to MGHIF equal to ten percent of the principal balance of the MGHIF Note at the time the modification to the MGHIF Note is made. The bridge financing notes are secured and are subordinate to the MGHIF Note unless the Company liquidates or enters a bankruptcy proceeding; in such events MGHIF and jVen Capital would have equal secured status and the maturity date on all then-outstanding bridge financing notes and the Merck Note will accelerate. We are in the process of evaluating a restructuring of our operations to improve efficiency and reduce our cost structure. We expect these actions to reduce costs by 25-30 percent by the fourth quarter of 2017.
The restructuring plans anticipate that we will consolidate operations for FDA-cleared and CE Marked products in Gaithersburg, Maryland, and reduce the size of our commercial organization while we work to complete the development of our Acuitas Rapid Test and Acuitas Lighthouse Knowledgebase products and services in development.