Opgen Inc. Files 8-K: Material Agreement, Equity Sales, Officer Changes

TL;DR

Opgen Inc. signed a new deal, sold some stock, and shuffled execs. Watch for impact.

AI Summary

On December 17, 2025, Opgen Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including compensatory arrangements. The filing details financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions at Opgen Inc., including new agreements and potential equity dilution, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks related to deal terms, dilution, and regulatory compliance.

Key Players & Entities

• Opgen Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — 2024, shares of common stock, par value $0.01 per share (the "Shares"), of the Compan
• $3.0 million — pany having an aggregate value of up to $3.0 million (the "Financing"). On October 3, 2024,
• $9.0 million — illion each, for an aggregate amount of $9.0 million under the Purchase Agreement; and (2) e

Filing Documents

• opgeninc_8k.htm (8-K) — 33KB
• opgeninc_ex10-1.htm (EX-10.1) — 14KB
• ex10-1_001.jpg (GRAPHIC) — 25KB
• ex10-1_002.jpg (GRAPHIC) — 35KB
• 0001829126-25-010286.txt ( ) — 290KB
• opgn-20251217.xsd (EX-101.SCH) — 3KB
• opgn-20251217_lab.xml (EX-101.LAB) — 33KB
• opgn-20251217_pre.xml (EX-101.PRE) — 22KB
• opgeninc_8k_htm.xml (XML) — 3KB

01 Entry into a

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on August 22, 2024, OpGen, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with AEI Capital Ltd. (the "Purchaser"), pursuant to which the Company had the right, in its discretion, to sell to the Purchaser, at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share (the "Shares"), of the Company having an aggregate value of up to $3.0 million (the "Financing"). On October 3, 2024, the Company and the Purchaser entered into a First Amendment to the Purchase Agreement (the "First Amendment"). The First Amendment amended the Purchase Agreement by: (1) granting the Company the right to sell two additional tranches of common stock to the Purchaser of $3.0 million each, for an aggregate amount of $9.0 million under the Purchase Agreement; and (2) extending the Company's ability to sell shares of common stock to the Purchaser under the Purchase Agreement until December 31, 2025. On December 17, 2025, the Company and the Purchaser entered into a Supplemental Letter to the Purchase Agreement (the "Supplemental Letter"), which amended the Purchase Agreement by extending the Company's ability to sell shares of common stock to the Purchaser until December 31, 2026. The foregoing description of the Supplemental Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 shares of common stock of the Company that may be sold under the Purchase Agreement, as amended, will be 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 and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance on similar exemptions under applicable Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 18, 2025, David Lazar notified the Company of his resignation as President of the Company effective as of January 8, 2026. Mr. Lazar's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Supplemental Letter, dated December 17, 2025, by and between AEI Capital Ltd. and OpGen, Inc. relating to Securities Purchase Agreement, dated August 22, 2024, and First Amendment thereto, dated October 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

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: December 23, 2025 OpGen, Inc. By: /s/ Christian-Laurent Benoit Bonte Name: Christian-Laurent Benoit Bonte Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR