OpGen Inc. Files 8-K with Key Corporate Updates

TL;DR

OpGen filed an 8-K on 5/9 detailing corporate changes, amendments, and shareholder votes.

AI Summary

On May 9, 2024, OpGen, Inc. filed an 8-K report detailing several significant events. These include material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting OpGen's security holders, including amendments and votes, which could impact the company's structure and operations.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to corporate documents, which can introduce uncertainty and potential risks.

Key Numbers

• 001-37367 — Commission File Number (OpGen's SEC file number)
• 06-1614015 — I.R.S. Employer Identification Number (OpGen's IRS EIN)

Key Players & Entities

• OpGen, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 20850 (zip_code) — Business address zip code
• May 9, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• opgeninc_8k.htm (8-K) — 39KB
• opgeninc_ex3-2.htm (EX-3.2) — 94KB
• 0001829126-24-003340.txt ( ) — 328KB
• opgn-20240509.xsd (EX-101.SCH) — 3KB
• opgn-20240509_lab.xml (EX-101.LAB) — 33KB
• opgn-20240509_pre.xml (EX-101.PRE) — 22KB
• opgeninc_8k_htm.xml (XML) — 4KB

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Amendment (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

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. At a Special Meeting (as defined below), the stockholders of OpGen, Inc. (the "Company") approved an amendment (the "Amendment") to the Company's certificate of designation designating the rights, preferences and limitations of the Company's Series E Preferred Stock (the "Certificate of Designation"). As described in the Company's proxy statement for the Special Meeting, the Certificate of Designation provided that the Series E Preferred Stock could not be converted or voted in a manner that would result in the holder or his or her transferees or their affiliates holding or voting more than the lesser of (i) 19.99% (together with any other shares of common stock otherwise held by them or their affiliates) and (ii) such lower percentage as may be required by applicable stock exchange rules of the then issued and outstanding common stock of the Company (the "Ownership Limitation"), prior to the date that the Company's stockholders approve the issuance of shares of common stock to the holder thereof. The Amendment removes such Ownership Limitation so that the shares of Series E Preferred Stock may be converted and voted without regard to such Ownership Limitation. Following the approval of the Amendment at the Special Meeting, the Company filed the Amendment with the Secretary of State of the State of Delaware on May 9, 2024. Except for the removal of the Ownership Limitation, the Amendment does not make any other changes to the Certificate of Designation. The foregoing description of the Certificate of Designation and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the form of the Certificate of Designation and the Amendment, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 9, 2024, the Company held a special meeting of stockholders (the "Special Meeting"). The Company's stockholders voted on the proposals listed below, each of which was described in the Company's proxy statement for the Special Meeting dated May 9, 2024. At the Special Meeting, shares of the Company's capital stock representing 14,795,642 votes out of a total of 26,435,902 votes of the Company's capital stock, as of April 26, 2024, the record date for the Special Meeting, were represented in person or by proxy at the Special Meeting. The following is a summary of the voting results for the proposals voted upon at the Special Meeting: 1. Proposal 1 – Share Issuance and Change of Control Proposal . At the Special Meeting, the Company's stockholders voted upon and approved (i) the issuance to David Lazar of the common stock issuable upon the conversion of the Company's Series E Preferred Stock in excess of applicable beneficial ownership limitations, the issuance of which would result in a "change of control" under the rules of The Nasdaq Capital Market and (ii) an amendment of the Certificate of Designation for the Series E Preferred Stock removing such ownership limitations. The votes cast on this proposal were as follows: 3,774,290 votes FOR the proposal 239,337 votes AGAINST the proposal 5,827 votes ABSTAIN 0 votes Broker Non-Votes 1 2. Proposal 2 – Reverse Stock Split Proposal . At the Special Meeting, the Company's stockholders voted upon and approved the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to effect a reverse stock split at a ratio not less than two-to-one and not more than ten-to-one, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our Board of Directors. The votes cast on this proposal were as follows: 14,487,507 votes FOR the proposal 305,04

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed March 29, 2024) 3.2 Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock filed with the Secretary of State of the State of Delaware on May 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: May 14, 2024 OpGen, Inc. By: /s/ David E. Lazar Name: David E. Lazar Title: Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR