OpGen, Inc. Files 8-K Detailing Acquisition and Corporate Changes

TL;DR

OpGen's getting acquired by Invivoscribe, plus other big corporate shakeups.

AI Summary

On March 25, 2024, OpGen, Inc. entered into a material definitive agreement related to its acquisition by Invivoscribe, Inc. The filing also details unregistered sales of equity securities and material modifications to security holder rights. Additionally, there were changes in directors and officers, including compensatory arrangements, and amendments to the company's articles of incorporation or bylaws.

Why It Matters

This 8-K filing signals significant corporate actions for OpGen, Inc., including its acquisition and potential changes in its corporate structure and governance.

Risk Assessment

Risk Level: medium — The filing indicates a pending acquisition and other significant corporate changes, which inherently carry risks related to integration, shareholder approval, and regulatory hurdles.

Key Players & Entities

• OpGen, Inc. (company) — Registrant
• Invivoscribe, Inc. (company) — Acquiring company
• 2024-03-25 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ed Stock") of the Company at a price of $1.00 per share for aggregate gross proceeds
• $3.0 million — r share for aggregate gross proceeds of $3.0 million. The proceeds of the transaction will b
• $200,000 — ses. On March 25, 2024, Mr. Lazar paid $200,000 at the initial closing of the transacti
• $2.6 million — efore April 8, 2024, and the balance of $2.6 million will be paid no later than May 1, 2024.
• $2 million — urchase Agreement, the Company will pay $2 million of the proceeds to settle all outstandi
• $12,500 — receive from the Company a cash fee of $12,500 per quarter (pro-rated for any partial
• $50,000 — partial quarter) plus a one-time fee of $50,000 upon signing their director agreement.
• $4.00 — director fee would convert at a rate of $4.00 per share for each $1.00 of accrued and

Filing Documents

• opgen_8k.htm (8-K) — 64KB
• opgen_ex3-1.htm (EX-3.1) — 126KB
• opgen_ex10-1.htm (EX-10.1) — 420KB
• opgen_ex10-2.htm (EX-10.2) — 173KB
• opgen_ex10-3.htm (EX-10.3) — 46KB
• opgen_ex10-4.htm (EX-10.4) — 47KB
• opgen_ex10-5.htm (EX-10.5) — 31KB
• opgen_ex99-1.htm (EX-99.1) — 13KB
• ex3-1_001.jpg (GRAPHIC) — 9KB
• ex3-1_002.jpg (GRAPHIC) — 5KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• ex10-2_001.jpg (GRAPHIC) — 7KB
• ex10-3_001.jpg (GRAPHIC) — 181KB
• ex10-3_002.jpg (GRAPHIC) — 50KB
• ex10-3_003.jpg (GRAPHIC) — 229KB
• ex10-3_004.jpg (GRAPHIC) — 352KB
• ex10-3_005.jpg (GRAPHIC) — 327KB
• ex10-3_006.jpg (GRAPHIC) — 255KB
• ex10-3_007.jpg (GRAPHIC) — 353KB
• ex10-3_008.jpg (GRAPHIC) — 303KB
• ex10-3_009.jpg (GRAPHIC) — 356KB
• ex10-3_010.jpg (GRAPHIC) — 359KB
• ex10-3_011.jpg (GRAPHIC) — 248KB
• 0001829126-24-002035.txt ( ) — 5393KB
• opgn-20240325.xsd (EX-101.SCH) — 3KB
• opgn-20240325_lab.xml (EX-101.LAB) — 33KB
• opgn-20240325_pre.xml (EX-101.PRE) — 22KB
• opgen_8k_htm.xml (XML) — 4KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The Series E Preferred Stock was sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Regulation S promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. 2

02 Departure of Directors or Certain Officers; Election of Directors; Appointment

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 25, 2024, prior to the transactions contemplated by the Purchase Agreement, the current members of the Board of Directors (the "Board") approved an increase in the size of the Board and appointed Mr. Lazar to the Board. On March 25, 2024, in connection with the initial closing of the transactions contemplated by the Purchase Agreement, the then current members of the Board of Directors (the "Board") of the Company voted to appoint Avraham Ben-Tzvi, David Natan, and Matthew C. McMurdo as new, independent directors. The then current members of the Board thereafter resigned effective as of March 25, 2024. The initial term as director for Messrs. Ben-Tzvi, Natan, McMurdo, and Lazar will expire at the Company's 2025 annual meeting of stockholders. At the time of the election, none of the new directors were appointed to any committees of the Board of Directors. The Board deemed Mr. Ben-Tzvi, Mr. Natan, and Mr. McMurdo as independent pursuant to Rule 5605 of the Nasdaq Listing Requirements. The Board intends to engage Mr. Lazar as an executive officer of the Company, and thereby does not deem him independent. David E. Lazar (33) has served as the Chief Executive Officer of Titan Pharmaceuticals Inc. listed on the Nasdaq (TTNP) since August 2022, where he also served as a director and board chairman from August 2022 until October 2023. On December 28, 2023, Mr. Lazar was appointed Chief Executive Officer and to the board of directors of Minim, Inc. (NASDAQ: MINM). Mr. Lazar has successfully served as a custodian to numerous public companies across a wide range of industries, including without limitation, C2E Energy, Inc. (OTCMKTS: OOGI), China Botanic Pharmaceutical Inc. (OTCMKTS: CBPI), One 4 Art Ltd., Romulus Corp., Moveix, Inc., Arax Holdings Corp. (OTCMKTS: ARAT), ESP Resources, Inc. (OTCMKTS: ESPIQ), Ad

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On March 25, 2024, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of such press release is attached to this Current Report on Form 8-K as Exhibits 99.1.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to qualify for the safe harbor from liability established thereunder. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company's control, and which may cause results to differ materially from expectations, including the risk that the Company's intention to regain compliance with the Nasdaq Bid Price Rule will not be achieved. In addition, for a further discussion of factors that could materially affect the outcome of the Company's forward-looking statements and its future results and financial condition, see "Risk Factors" in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and its other reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update or revise any forward-looking 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock 10.1 Form of Securities Purchase Agreement, dated as of March 25, 2024, by and between the Company and David Lazar 10.2 Settlement Agreement, dated March 25, 2024, by and between the European Investment Bank and the Company 10.3 Agreement, dated March 25, 2024, by and between Insolvency Administrator for Curetis GmbH and the Company 10.4 Form of Director Agreement. 10.5 Form of Inducement Offer to Amend Common Stock Purchase Warrants, dated March 26, 2024 99.1 Press release, dated March 25, 2024 104 Cover Page Interactive Data File 6

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 29, 2024 OpGen, Inc. By: /s/ David Lazar Name: David Lazar Title: Chairman 7

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View this 8-K filing on SEC EDGAR