OpGen Inc. Files 8-K: Material Agreements & Bylaw Changes

TL;DR

OpGen filed an 8-K detailing new material agreements and changes to its bylaws.

AI Summary

On May 16, 2024, OpGen, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also made modifications to the rights of its security holders and amended its articles of incorporation or bylaws. These events are reported under Item 5.03 and Item 8.01 of the 8-K filing.

Why It Matters

This filing indicates significant corporate actions by OpGen, Inc., including new agreements and changes to its governing documents, which could impact its operational direction and shareholder rights.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and modifications to security holder rights, suggesting potential significant changes for the company and its investors.

Key Players & Entities

• OpGen, Inc. (company) — Registrant
• May 16, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 001-37367 (company_id) — Commission File Number
• 06-1614015 (company_id) — I.R.S. Employer Identification Number
• 9717 Key West Ave, Suite 100 Rockville, MD 208 (address) — Business Address

FAQ

Key Financial Figures

• $0.01 — nding shares of common stock, par value $0.01 per share (the "Common Stock"), at a ra

Filing Documents

• opgeninc_8k.htm (8-K) — 37KB
• opgeninc_ex3-1.htm (EX-3.1) — 11KB
• opgeninc_ex10-1.htm (EX-10.1) — 66KB
• opgeninc_ex99-1.htm (EX-99.1) — 9KB
• ex10-1_001.jpg (GRAPHIC) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001829126-24-003657.txt ( ) — 322KB
• opgn-20240516.xsd (EX-101.SCH) — 3KB
• opgn-20240516_lab.xml (EX-101.LAB) — 33KB
• opgn-20240516_pre.xml (EX-101.PRE) — 22KB
• opgeninc_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 16, 2024, the Company entered into an Amendment Agreement (the "Amendment Agreement") with the European Investment Bank (the "EIB") relating to the previously disclosed settlement agreement, dated March 25, 2024, by and between the Company and the EIB (the "Settlement Agreement"). As previously disclosed, in connection with the sale and issuance of shares of preferred stock of the Company to David E. Lazar (the "Private Placement"), the Company entered into the Settlement Agreement with the EIB, which provided, among other things, for the settlement of outstanding liabilities between the EIB, the Company and the Company's subsidiary, Curetis GmbH ("Curetis"), and the termination of the Company's guarantee of Curetis' debt to EIB. Pursuant to the Settlement Agreement, the Company agreed to pay a portion of the proceeds (the "Settlement Amount") of the Private Placement to the EIB upon the final closing of the Private Placement. As a result of the delay of the final closing of the Private Placement due to the delay in filing the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company and the EIB entered into the Amendment Agreement in order to extend the timing for the payment of the Settlement Amount to June 3, 2024. The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 16, 2024, the Company announced that it intended to effect a reverse stock split (the "Reverse Stock Split") of its issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), at a ratio of 1 post-reverse-split share for every 10 pre-reverse-split shares (the "Reverse Split Ratio"). The Common Stock will continue to be traded on The Nasdaq Capital Market under the symbol "OPGN" and began trading on a split-adjusted basis when the markets opened on Monday, May 20, 2024, under a new CUSIP number, 68373L505. As previously reported, at a Special Meeting of Stockholders held on May 9, 2024, the Company's stockholders approved the Reverse Stock Split and authorized the Company's board of directors (the "Board") to effectuate the Reverse Stock Split through an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, at a ratio between 1-for-2 and 1-for-10, with such ratio to be determined in the discretion of the Board. The Company filed the Amendment with the Secretary of State of the State of Delaware on May 17, 2024, and the Reverse Stock Split became effective in accordance with the terms of the Amendment on May 20, 2024 (the "Effective Time"). Pursuant to the Amendment, at the Effective Time, every ten (10) shares of Common Stock issued and outstanding were automatically converted into one (1) issued and outstanding share of Common Stock, but without any change in the par value per share. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise of the Company's outstanding stock options, restricted stock units, and warrants as well as the applicable exercise prices. Similarly, at the Effective Time, proportional adjustments were made to the conversion rate of the Company's outstanding shares of preferred stock. 1 The Company's transfer agent, Pacifi

01 Other Events

Item 8.01 Other Events. On May 16, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of State of the State of Delaware on May 17, 2024 10.1 Amendment Agreement, dated May 16, 2024, by and between OpGen, Inc. and the European Investment Bank 99.1 Press Release dated May 16, 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 22, 2024 OpGen, Inc. By: /s/ David E. Lazar Name: David E. Lazar Title: Chief Executive Officer 3

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