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 by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 4, 2023, OpGen, Inc. (the "Company") announced that it intends 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 20 pre-reverse-split
shares. The Common Stock will continue to be traded on The Nasdaq Capital Market
under the symbol "OPGN" and will begin trading on a split-adjusted basis when
the market opens on Thursday, January 5, 2023 under a new CUSIP number,
68373L406.
At a Special Meeting of Stockholders held on November 30, 2022, 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-5 and 1-for-20, 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 January 4,
2023, and the Reverse Stock Split will become effective in accordance with the
terms of the Amendment on January 5, 2023 (the "Effective Time").
Pursuant to the Amendment, at the Effective Time, every twenty (20) shares of
Common Stock issued and outstanding will be automatically converted into one (1)
issued and outstanding share of Common Stock, but without any change in the par
value per share. Proportional adjustments will be 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.
Pacific Stock Transfer Company ("PST") is acting as paying agent for OpGen with
regard to the Reverse Stock Split. PST will provide stockholders of record
holding certificates representing pre-reverse-split shares of the Company's
common stock as of the effective date a letter of transmittal providing
instructions for the exchange of shares. Registered stockholders holding
pre-split shares of the Company's common stock electronically in book-entry form
are not required to take any action to receive post-split shares. Stockholders
owning shares via a broker, bank, trust or other nominee will have their
positions automatically adjusted to reflect the Reverse Stock Split, subject to
such broker's particular processes, and will not be required to take any action
in connection with the Reverse Stock Split. The Reverse Stock Split impacts all
holders of OpGen's common stock proportionally and will not impact any
stockholders' percentage ownership of common stock (except to the extent the
Reverse Stock Split results in any stockholder owning only a fractional share).
No fractional shares will be issued in connection with the Reverse Stock Split.
Stockholders of record who would otherwise be entitled to receive a fractional
share will receive a cash payment in lieu thereof.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 8.01 Other Events
On January 4, 2023, the Company issued a press release announcing the Reverse
Stock Split. A copy of the press released is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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 the State of
Delaware on January 4, 2023.
99.1 Press Release dated January 4, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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