OpGen Inc. Files 8-K: Equity Sales, Control Change, Officer/Director Updates

TL;DR

OpGen filed an 8-K: equity sales, control change, exec shakeup. Big moves happening.

AI Summary

On July 29, 2024, OpGen, Inc. filed an 8-K report detailing several significant events. These include unregistered sales of equity securities, a change in control of the registrant, and changes in directors and officers, along with compensatory arrangements. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at OpGen, Inc., including potential changes in ownership and executive leadership, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in control, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• OpGen, Inc. (company) — Registrant
• July 29, 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

FAQ

Key Financial Figures

• $0 — ccept shares of common stock, par value $0.01, of the Company (the "Common Stock")
• $3.03 — 8 shares of Common Stock, at a price of $3.03 per share of Common Stock, in lieu and
• $1,333,284.84 — on Stock, in lieu and settlement of the $1,333,284.84 owed by the Company to Mr. Lazar pursua
• $2,550,000 — AEI Capital Ltd. (the "Purchaser") for $2,550,000, of which $500,000 will be retained by
• $500,000 — e "Purchaser") for $2,550,000, of which $500,000 will be retained by the Purchaser and p
• $200,000 — additional funding by the Purchaser of $200,000 in exchange for 200,000 shares of Serie
• $500 million — investment group with AUM exceeding USD $500 million with the support of a seasoned team bac

Filing Documents

• opgeninc_8k.htm (8-K) — 39KB
• 0001829126-24-005187.txt ( ) — 212KB
• opgn-20240729.xsd (EX-101.SCH) — 3KB
• opgn-20240729_lab.xml (EX-101.LAB) — 33KB
• opgn-20240729_pre.xml (EX-101.PRE) — 22KB
• opgeninc_8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On July 31, 2024, David Lazar, the Company's Chief Executive Officer and Chairman of the Board of Directors (the "Board"), consummated a transaction pursuant to which he sold 550,000 shares of Series E Convertible Preferred Stock (the "Series E Stock") of OpGen, Inc. (the "Company") together with his rights to purchase an additional 2,450,000 shares of Series E Stock under that certain Securities Purchase Agreement, dated March 25, 2024, entered into between Mr. Lazar and the Company, to AEI Capital Ltd. (the "Transaction"). In connection with the consummation of Transaction, and as further described in Item 5.02 of this Form 8-K, Mr. Lazar agreed to resign from his positions with the Company and to accept shares of common stock, par value $0.01, of the Company (the "Common Stock") in lieu of amounts owed by the Company to Mr. Lazar upon his resignation pursuant to his Employment Agreement, dated April 11, 2024, with the Company, and his Director Agreement, dated March 25, 2024 (the "CEO Agreements"). As a result of Mr. Lazar's resignation in connection with the closing of the Transaction, on August 2, 2024, the Company issued to Mr. Lazar 440,028 shares of Common Stock, at a price of $3.03 per share of Common Stock, in lieu and settlement of the $1,333,284.84 owed by the Company to Mr. Lazar pursuant to the CEO Agreements. The issuance of such shares of Common Stock were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information set forth in Item 3.02 of this Current Report on Form 8-K (the "Form 8-K") is incorporated into this Item 5.01 by reference. At the closing of the Transaction, Mr. Lazar transferred 550,000 shares of Series E Stock and his right to purchase an additional 2,450,000 shares of Series E Stock to AEI Capital Ltd. (the "Purchaser") for $2,550,000, of which $500,000 will be retained by the Purchaser and paid to Mr. Lazar following the completion of Mr. Lazar's continued employment with the Company for a period of sixty days. As a result of such transfer, along with an additional funding by the Purchaser of $200,000 in exchange for 200,000 shares of Series E Stock on August 1, 2024, as of August 2, 2024, AEI Capital Ltd. holds approximately 49% of the outstanding voting securities of the Company on an as-converted to Common Stock basis and, upon acquisition of the remaining 2,250,000 shares of Series E Stock, would hold approximately 80% of the outstanding voting securities of the Company on an as-converted to Common Stock basis. In connection with the consummation of the Transaction, Mr. Lazar resigned as Chief Executive Officer, Chairman and Director of the Company effective on August 2, 2024, and agreed to appoint a designee of the Purchaser as Chief Executive Officer, Chairman and Director of the Company. Mr. Lazar also agreed to continue his services to the Company in the role of President for a period of at least sixty days following the consummation of the Transaction. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Items 3.02 and 5.01 of this Form 8-K is incorporated into this Item 5.02 by reference. In connection with the Transaction, on July 29, 2024, each of Avraham Ben-Tzvi, Matthew C. McMurdo and David Natan delivered notice of their resignation as a member of

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Employment Agreement, dated April 11, 2024, by the Company and David Lazar (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 16, 2024). 10.2 Form of Director Agreement (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on March 29, 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: August 2, 2024 OpGen, Inc. By: /s/ John Tan Honjian Name: John Tan Honjian Title: Chairman and Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR