UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (AMENDMENT NO.)
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Filed by a Party other than the Registrant ☐
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☒ | Preliminary Proxy Statement |
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☐ Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12
OPGEN, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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9717 Key West Ave, Suite 205Gaithersburg, Maryland 20878(240) 813-1260
Rockville, MD 20850
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 30, 2022
October [•], 2022
Dear Stockholders of OpGen, Inc.:
You are cordially invited to attend thea Special Meeting (the "Special Meeting") of Stockholders (the “Special Meeting”) of OpGen, Inc. at 10 a.m., local time, on January 17, 2018,(the “Company”) to be held at the Company’s offices of Ballard Spahr LLP located at 1909 K Street, NW, Washington, DC 200069717 Key West Ave, Suite 100, Rockville, MD 20850, on November 30, 2022, beginning at 10:00 am, local time.
The Special Meeting has been called by the Board of Directors to submit to stockholders for approval the following purposes:
1. |
2. |
A Proxy Statement describing these matters to be acted upon at the Special Meeting is attached. No other matters will be considered at the Special Meeting.
Your vote is important. The close of business on October 3, 2022 has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on October 3, 2022 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.
Enclosed is a proxy that will entitle you to vote your shares on the matters presented at the Special Meeting, even if you are unable to attend in person. Please mark the proxy to indicate your vote, date and other information you may find useful in determining how to vote.
If you decide to attend the Special Meeting, you will be able to vote in person even if you have previously voted.
On behalf of OpGen, Inc., I thank you for your ongoing interest and investment in our company.
Sincerely,
William E. Rhodes, III
Chairman of the Board and Chief Executive Officerof Directors
9717 Key West Ave, Suite 205Gaithersburg, Maryland 20878(240) 813-1260
Rockville, MD 20850
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 30, 2022
October [•], 2022
Dear Stockholders of OpGen, Inc.:
The Board of Directors (the “Board”) of OpGen, Inc., a Delaware corporation (the “Company”) has called for a Special Meeting of stockholders (the “Special Meeting”), to be held at the Company’s offices located at 9717 Key West Ave, Suite 100, Rockville, MD 20850 on November 30, 2022, beginning at 10:00 am local time, for the following purposes:
1. |
2. |
No other matters will be considered at the Special Meeting.
Pursuant to the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), the Board has fixed the close of business on October 3, 2022 as the record date for determination of the stockholders entitled to vote at the Special Meeting and any adjournments or postponements thereof. Please complete, sign and submit your proxy, which is solicited by the Board of Directors, as soon as possible so that your shares can be voted at the Special Meeting in accordance with your instructions. You can ensure that your shares are voted at the Special Meeting by voting via the internet or by completing, signing and returning the enclosed proxy. If you do attend the Special Meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies that are returned properly signed but unmarked will be voted in favor of proposals made by us.
This Notice of Special Meeting of Stockholders, Proxy Statement and the proxy card are available online at: http://annualgeneralmeetings.com/opgen-specialmeeting.
BY ORDER OF THE BOARD OF DIRECTORS,
Oliver Schacht, Ph.D.
Chief Executive Officer
SPECIAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
Table of Contents
Page
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 30, 2022 | |||
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING | |||
Q: What is the purpose of the Special | 2 | ||
2 | |||
Q: How do I vote? | 2 | ||
Q: What shares may I vote? | 2 | ||
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner? | 3 | ||
Q: What are the recommendations of the Board? | 3 | ||
Q: What constitutes a quorum at the | 3 | ||
Q: What vote is required to approve each proposal? | 3 | ||
Q: What is the effect of | 3 | ||
Q: May I change my vote? | 4 | ||
Q: Who is paying for this proxy solicitation? | 4 | ||
Q: Am I entitled to dissenters’ rights? | 4 | ||
Q: How can I find out the results of the voting at the Special Meeting? | 4 | ||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 | ||
PROPOSALS TO BE ACTED UPON AT THE SPECIAL MEETING | 6 | ||
PROPOSAL NO. ONE – AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO IMPLEMENT A REVERSE STOCK SPLIT OF THE COMPANY’S OUTSTANDING COMMON STOCK. | 6 | ||
PROPOSAL NO. TWO – TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL NO. ONE (REVERSE STOCK SPLIT) | 11 | ||
OTHER MATTERS | 12 | ||
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 12 | ||
STOCKHOLDER PROPOSALS | 12 |
i |
9717 Key West Ave, Suite 100
Rockville, MD 20850
SPECIAL MEETING PROXY STATEMENT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 30, 2022
The Notice of Special Meeting, Proxy Statement and Proxy are available at: http://annualgeneralmeetings.com/opgen-specialmeeting
We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors
The Special Meeting will be held
at the Company’s officesThis Proxy Statement is the Reverse Stock Split Proposal and why is it necessary?
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
Q: What is the purpose of the Special Meeting?
A: The purposes of the Special Meeting and you should read it carefully.
Other than these proposals, no other proposals will be presented for a vote at the BoardSpecial Meeting.
Q: Who is entitled to vote at the Special Meeting?
A: Holders of Directors' voting recommendations?
As of the Record Date, there were 53,698,500 shares of common stock and 33,810 shares of Preferred Stock outstanding and entitled to vote. Holders of common stock and Preferred Stock will vote on all matters as a single class. Holders are entitled to one vote for each share of common stock outstanding as of the Record Date, and holders of Preferred Stock are entitled to 100,000 votes for each share of Preferred Stock outstanding as of the Record Date.
You do not need to attend the Special Meeting to vote your shares. Instead, you may vote your shares by marking, signing, dating and returning the enclosed proxy card or voting through the internet.
Q: How do I vote?
A: You may vote in person at the Special Meeting, vote by proxy through the internet or vote by proxy using the enclosed proxy card. To vote through the internet, go to http://annualgeneralmeetings.com/opgen-specialmeeting and complete an electronic proxy card. You will be asked for a Control Number, which has been provided with the Notice of Internet Availability.
Whether you plan to attend the Special Meeting or not, we urge you to vote by proxy to ensure your vote is counted. Voting by proxy will not affect your right to attend the Special Meeting and vote. If you vote via the internet or properly complete your proxy card and submit it to us in time, the “proxy” (one of the individuals named on the proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, the proxy will vote your shares as recommended by the Board and, as to any other matters properly brought before the Special Meeting, in the sole discretion of the proxy.
If you have any questions regarding the voting process, please contact our proxy solicitor, Alliance Advisors, at 800-574-6217.
Q:Q: What shares may I vote?
A:
You may vote all shares of1. | those held directly in your name as the stockholder of record; and |
2. | those held for you as the beneficial owner through a bank, broker or other financial intermediary at the close of business on the record date. |
Each share of Common Stockcommon stock is entitled to one vote. On the Record Date, there were approximately 56,433,530 sharesEach share of our CommonPreferred Stock issuedis entitled vote at this Special Meeting and is entitled to 100,000 votes for each share of Preferred Stock outstanding.
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Q:Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
Most stockholders hold their shares through a bank, broker or other financial intermediary rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and shares held beneficially.Stockholder of Record:
If your shares are registered directly in your name withBeneficial Owner:
If you hold shares in a stock brokerage account or through a bank or other financial intermediary, you are considered the beneficial owner of shares held in street name. Your bank, broker or other financial intermediary is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other financial intermediary on how to vote your shares, but because you are not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a signed proxy from the stockholder of record giving you the right to vote the shares. As a beneficial owner, you are, however, welcome to attend the Special Meeting.Q: How do I vote?
A. The Board recommends that you have directed. If you sign the proxy card but do not make specific choices, the proxy will vote your shares as recommended by the Board and, as to anyvote:
1. | “FOR” the proposed amendment to the Charter to effect the Reverse Stock Split; and |
2. | “FOR” the proposal to adjourn the Special Meeting if the Reverse Stock Split is not approved by the requisite vote. |
No other matters properlymay be brought before the Special Meeting, in the sole discretion of the proxy.
Q:
A:
Q: What vote for purposes of determining a quorum. "Broker non-votes" (described below) will not be counted for this purpose.
A: Each proposal has its own vote requirement as follows:
Proposal No. One: Approval of the proposals?
Proposal No. Two: Adjournment. The approval of the proposal. Theadjournment requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal (Proposal 2) by the sharesall stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon is required to approveon the Adjournment Proposal. In each case, a quorum must be present at the Special Meeting for a valid vote.
The holders of determining a quorum. With respect to the Reverse Stock Split Proposal (Proposal 1), because approval of the proposal requires the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Commoncommon stock and Preferred Stock of the Companyare entitled to vote on these proposals. The holders of common stock have the right to cast one (1) vote per share of common stock on the proposals. The holders of Preferred Stock have the right to cast 100,000 votes per share of Preferred Stock on the proposal, abstentions will haveprovided, that such votes must be voted in the same practicalproportion as the aggregate shares of common stock are voted on the proposals (excluding any shares of common stock that are not voted). As an example, if the holders of 50.5% of the outstanding common stock are voted at the meeting in favor of Proposal No. One, the Company will count 50.5% of the votes cast by the holder of the Preferred Stock as votes in favor of Proposal No. One.
Q: What is the effect of abstentions and broker non-votes?
A: An “abstention” occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter or attends the Special Meeting and elects not to vote or fails to cast a ballot. Abstentions are treated as shares present in person or by proxy and entitled to vote, so abstaining has the same effect as a negative vote against this proposal. With respect tofor purposes of determining whether our stockholders approved the Adjournment Proposal (Proposal 2), abstentions will not be counted as votes cast and therefore they will have no effect on the outcome of this proposal.
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A "broker non-vote"“broker non-vote” occurs when a broker submits a proxy that does not indicate a vote for one or more of the proposals because the broker has not received voting instructions from the beneficial owner on how to vote on such proposals and the broker does not have discretionary authority to vote the shares because the proposal is non-routine. We believe the proposals in this proxy statement involve matters considered routine under applicable rules. Accordingly, brokers who do not receive instructions from the absence of instructions. Brokers have discretionary authoritybeneficial owner will be entitled to vote such owners shares in its discretion on matters thatthe proposals and therefore no broker non-votes are deemed "routine," but brokers do not have discretionary authorityexpected in connection with the proposals.
Q: May I change my vote?
A. Yes. You may change your proxy instructions or revoke your proxy at any time prior to the vote on matters that are deemed "non-routine," such asat the Reverse Stock Split Proposal (Proposal 1)Special Meeting. For shares held directly in your name, you may accomplish this by: (a) delivering a written notice of revocation to the Secretary of the Company or the Adjournment Proposal (Proposal 2)Secretary’s designated agent bearing a later date than the proxy being revoked, (b) signing and delivering a later dated written proxy relating to the same shares, or (c) attending the Special Meeting and voting in person (although attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy). IfFor shares held in street name, you do not givemay change your vote by submitting new voting instructions to your broker, specific instructions, your sharestrustee or nominee.
Q: Who is paying for this proxy solicitation?
A. We are paying for this proxy solicitation. Our officers and other regular employees may solicit proxies by mail, in person or by telephone or telecopy. These officers and other regular employees will not receive additional compensation. The Company may retain a third party proxy solicitor for the Special Meeting, whose costs, if retained, we estimate would be voted onapproximately $20,000. We will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in sending the proposals. Your failureproxy materials to give your broker specific instructions will havebeneficial owners of the same effect as a vote against the Reverse Stock Split Proposal (Proposal 1), but will have no effect on the Adjournment Proposal (Proposal 2). You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares.
Q
A:
NoQ
A: Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within three business days after the completion of the Special MeetingMeeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Special Meeting will be held at the officesnumber of Ballard Spahr LLP, located at 1909 K Street, NW, Washington, DC 20006 on January 17, 2018, at 10:00 a.m. local time.
Name and Address of Beneficial Owner | Number of Shares of common stock | Percentage Beneficially Owned | |||||||
Directors and Named Executive Officers | |||||||||
Johannes Bacher (1) | 220,926 | * | |||||||
Mario Crovetto (2) | 68,357 | * | |||||||
R. Donald Elsey (3) | 66,500 | * | |||||||
Prabhavathi Fernandes, Ph.D. (4) | 68,357 | * | |||||||
William E. Rhodes, III (5) | 68,357 | * | |||||||
Oliver Schacht, Ph.D. (6) | 442,700 | * | |||||||
Albert Weber | 0 | * | |||||||
All current Directors and Executive Officers as a group (7 individuals) (7) | 935,197 | 1.74 | % |
* Constitutes less than 1% of our Company. These forward-looking statements are made on the basis of the current beliefs, expectations, and assumptions of management, are not guarantees of performance, and are subject to significant risks and uncertainty. Please read carefully the risks detailed in this proxy statement and our current filings with the U.S. Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q. You should not place undue reliance on forward-looking statements. The statements made in this proxy statement represent our views as of the date of this proxy statement, and you should not assume that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements, except as required by law.outstanding common stock.
(1) | Consists of (i) 81,250 shares of common stock and (ii) stock options to purchase 139,676 shares of common stock that are currently vested or that will become vested within 60 days. |
(2) | Consists of (i) 15,000 shares of common stock and (ii) stock options to purchase 53,357 shares of common stock that are currently vested or that will become vested within 60 days. |
(3) | Consists of (i) 16,500 shares of common stock and (ii) stock options to purchase 50,000 shares of common stock that are currently vested or that will become vested within 60 days. |
(4) | Consists of (i) 15,000 shares of common stock and (ii) stock options to purchase 53,357 shares of common stock that are currently vested or that will become vested within 60 days. |
(5) | Consists of (i) 15,000 shares of common stock and (ii) stock options to purchase 53,357 shares of common stock that are currently vested or that will become vested within 60 days. |
(6) | Consists of (i) 68,750 shares of common stock, (ii) 5,000 shares of common stock owned by Mr. Schacht’s child, and (iii) stock options to purchase 368,950 shares of common stock that are currently vested or that will become vested within 60 days. |
(7) | See the beneficial ownership described in footnotes (1) through (6). |
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PROPOSALS TO BE ACTED UPON AT THE SPECIAL MEETING
PROPOSAL NO. 1
We are seeking stockholder approval for an amendment to the Company's Charter,Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), authorizing a Reverse Stock Split of the issued and outstanding shares of our Common Stock,common stock, at a ratio within a range of two-to-onefive-to-one and not more than twenty-five-to-one,twenty-to-one, such ratio and the implementation and timing of such reverse stock splitReverse Stock Split to be determined in the discretion of our Board of Directors, and to reduce the authorized shares of common stock to 50,000,000 shares.Directors. The form of the proposed amendment to the Charter,Certificate, or the Amendment, is attached to this proxy statement as Appendix A.
On December 8, 2017,September 30, 2022, our Board of Directors approved the proposed Reverse Stock Split, , the reduction of the authorized shares of common stock to 50,000,000, and the Amendment in order to effect the Reverse Stock Split, and the reduction in the authorized shares of common stock, subject to stockholder approval, and directed that the Amendment be submitted to a vote of the Company'sCompany’s stockholders at the SpecialAnnual Meeting.
· | the minimum price per share requirements of The |
· | the historical trading price and trading volume of our |
· | the number of shares of our |
· | the then-prevailing trading price and trading volume of our |
· | business developments affecting us; and |
· | prevailing general market and economic conditions. |
Background and Reasons for the Reverse Stock Split
Our Board of Directors authorized the Reverse Stock Split of our Common Stockcommon stock with the primary intent of increasing the price of our Common Stockcommon stock in order to meet the price criteria for continued listing on The NASDAQNasdaq Capital Market. Our Common Stockcommon stock is publicly traded and listed on The NASDAQNasdaq Capital Market under the symbol "OPGN."“OPGN.” Our Board of Directors believes that, in addition to increasing the price of our Common Stock,common stock, the Reverse Stock Split would make our Common Stockcommon stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock Split is in OpGen'sOpGen’s and our stockholders'stockholders’ best interests.
On June 20, 2017,February 28, 2022, we received a notice from the Listing Qualifications Staff of The NASDAQNasdaq Stock Market LLC, or NASDAQ,Nasdaq, notifying us that, based upon the closing bid price of our Common Stockcommon stock, for the last 30 consecutive business days prior to the notice, the Company no longer met the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in NASDAQNasdaq Listing Rule 5550(a)(2). In accordance with NASDAQ'S Listing Rule 5810(c)(3)(A), we had a period ofThe Company was originally granted 180 calendar days, or until August 29, 2022, to regain compliance with the minimum bid price rule. WeDuring such time, the Company solicited stockholders for the approval of the Reverse Stock Split at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in an effort to cure the Nasdaq bid price deficiency. The Annual Meeting was held on June 9, 2022, however, the proposal to approve the Reverse Stock Split did not receive the necessary vote in order to be approved. Although the Annual Meeting concluded without a successful vote on the Reverse Stock Split, we continue to need stockholder approval of the Reverse Stock Split to regain compliance with Nasdaq’s minimum bid price rule and for the other reasons described herein.
On August 30, 2022, Nasdaq notified the Company that it had been granted an additional 180-calendar day compliance period, or until February 27, 2023, to regain compliance with the Minimum Bid Price Rule. In connection with the grant of such additional compliance period, the Company provided notice to Nasdaq that it intended to cure the bid price deficiency by effecting a reverse stock split, if necessary, prior to the end of the compliance period. While we have until December 18, 2017February 27, 2023 to regain such compliance, but doit is not believecertain that we will be able to do so.so without implementing a reverse stock split.
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If we are not in compliance with the minimum bid price requirement by December 18, 2017,February 27, 2023, we wouldcan appeal Nasdaq’s determination to a hearings panel in order to present a plan to regain compliance. There can be requiredno assurances however that we will be granted any relief or additional time to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market,regain compliance with the exception of the minimum bid price requirement to be granted an additional 180-day grace period. Weand do not believe we will be ablehave certainty that any additional grace period would allow the Company to meet all ofcomply with the initial listing standards of The NASDAQ Capital Market at the time, so we expect to receiveminimum closing bid price requirement unless a delisting notice from NADSAQ.reverse stock split is approved. We believe effectuation of the Reverse Stock Split Proposal maywill help us avoid delisting from The NASDAQNasdaq Capital Market.
Our Board of Directors believes that the delisting of our Common Stockcommon stock from The NASDAQNasdaq Capital Market would result in decreased liquidity and/or increased volatility in our Common Stock,common stock, and a diminution of institutional investor interest in our company.Company. Our Board also believes that a delisting could cause a loss of confidence of potential industry partners, lenders and employees, which could further harm our business and our future prospects.
Our Board of Directors believescontinues to believe that an increased stock price could encourage investor interest and improve the marketability of our Common Stockcommon stock to a broader range of investors, and thus enhance our liquidity. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally, because brokers'brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stock, the current share price of our common stock may result in an investor paying transaction costs that represent a higher percentage of total share value than would be the case if our share price were higher. Our Board of Directors believes that the higher share price resulting from the Reverse Stock Split could enable institutional investors and brokerage firms with such policies and practices to invest in our Common Stock.
Although we expect that the Reverse Stock Split will result in an increase in the market price of our Common Stock,common stock, the Reverse Stock Split may not result in a permanent increase in the market price of our Common Stock,common stock, which is dependent on many factors, including general economic, market and industry conditions and other factors detailed from time to time in the reports we file with the SEC.
Issuance of Preferred Stock
On October 3, 2022, the Company closed a preferred stock offering, in which the Company issued 5,360,000 shares of common stock, 33,810 shares of Series C Mirroring Preferred Stock and pre-funded warrants to purchase an aggregate of 4,300,000 shares of common stock. Gross proceeds from the offering, before deducting the placement agent’s fees and other estimated offering expenses, was approximately $3.38 million. Each share of common stock had a purchase price of $0.35, each share Preferred Stock had a purchase price of $0.01, and each pre-funded warrant had a purchase price of $0.34 per share of common stock underlying the pre-funded warrants. In connection with the offering, in a concurrent private placement, the Company issued warrants to purchase an aggregate amount of 9,660,000 shares of common stock, which warrants have an exercise price of $0.377 per share.
Each share of Preferred Stock outstanding on the Record Date entitles the holder thereof to 100,000 votes on the Reverse Stock Split. As of the Record Date, there were 33,810 shares of our Preferred Stock issued and outstanding. Such shares of Preferred Stock are not convertible into common stock or other securities of the Company and will automatically be terminated and cease to be outstanding following the approval of the Reverse Stock Split. The holders of the Preferred Stock have agreed to hold their shares of Preferred Stock through the Record Date, to vote all shares of common stock purchased in the offering in favor of the Reverse Stock Split Proposal and to vote all shares of Preferred Stock in the same proportion as the aggregate shares of common stock (excluding any shares of common stock that are not voted) are voted on the Reverse Stock Split Proposal. As an example, if 70% of the aggregate votes cast by common stock voting on the Reverse Stock Split Proposal are voted in favor thereof and 30% of the aggregate votes cast by common stock voting on the Reverse Stock Split Proposal are voted against such Proposal, then 70% of the votes entitled to be cast by the Preferred Stock will be cast in favor of the proposal and 30% of such votes will be cast against the proposal.
Certain Risks Associated with the Reverse Stock Split
Unexpected factors, such as our ability to successfully accomplish our business goals, market conditions and the market perception of our business may adversely affect the market price of our Common Stock.common stock. There can be no assurance that the total market capitalization of our Common Stockcommon stock after the implementation of the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split or that the per share market price of our Common Stockcommon stock following the Reverse Stock Split will increase in proportion to the reduction in the number of shares of our Common Stockcommon stock outstanding before the Reverse Stock Split.
There can be no assurance that the market price per new share of our Common Stockcommon stock after the Reverse Stock Split will remain unchanged or increase in proportion to the reduction in the number of old shares of our Common Stockcommon stock outstanding before the Reverse Stock Split. For example, based on the closing price of our Common Stockcommon stock on December 6, 2017October 5, 2022 of $0.2297$0.28 per share, if the Board of Directors were to implement the Reverse Stock Split and utilize a ratio of five-to-one, we cannot assure you that the post-split market price of our Common Stockcommon stock would remain greater than $1.00. We are aware that in many cases, the market price of a company'scompany’s shares declines after a reverse stock split is implemented.
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Accordingly, the total market capitalization of our Common Stockcommon stock after the Reverse Stock Split, when and if implemented, may be lower than the total market capitalization before the Reverse Stock Split. Moreover, in the future, the market price of our Common Stockcommon stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.
Further, the liquidity of our capital stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares that will be outstanding after the Reverse Stock Split, particularly if the stock price does not remain increased as a result of the Reverse Stock Split. In addition, the proposed Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our Common Stock,common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting sales. If we effect the Reverse Stock Split, the resulting per-share stock price may not attract institutional investors and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our Common Stockcommon stock may not improve.
While the Board of Directors proposes the Reverse Stock Split to bring the price of our Common Stockcommon stock back above $1.00 per share in order to meet the requirements for the continued listing of our Common Stockcommon stock on The NASDAQNasdaq Capital Market, there is no guarantee that the price of our Common Stockcommon stock will not decrease in the future, or that for any other reason our Common Stockcommon stock will not remain in compliance with The NASDAQNasdaq Capital Market listing standards. There can be no guarantee that the closing bid price of our Common Stockcommon stock will remain at or above $1.00 for ten consecutive trading days, which would be required to cure our current listing standard deficiency.
Potential Effects of the Proposed Reverse Stock Split
If this proposal is approved and the Reverse Stock Split is effected, the Reverse Stock Split will be realized simultaneously and in the same ratio for all of our issued and outstanding shares of Common Stock.common stock. The immediate effect of the Reverse Stock Split would be to reduce the number of shares of our Common Stockcommon stock outstanding and to increase the per-share trading price of our Common Stock.
However, we cannot predict the effect of any reverse stock split upon the market price of our Common Stockcommon stock over an extended period, and in many cases, the market value of a company'scompany’s common stock following a reverse stock split declines, in many cases, because of variables outside of a company'scompany’s control (such as market volatility, investor response to the news of a proposed reverse stock split and the general economic environment). We cannot assure you that the trading price of our Common Stockcommon stock after the Reverse Stock Split will rise in inverse proportion to the reduction in the number of shares of our Common Stockcommon stock outstanding as a result of the Reverse Stock Split. Also, we cannot assure you that the Reverse Stock Split would lead to a sustained increase in the trading price of our Common Stock.common stock. The trading price of our Common Stockcommon stock may change due to a variety of other factors, including our operating results and other factors related to our business and general market conditions. You should also keep in mind that the implementation of a reverse stock split does not have an effect on the actual or intrinsic value of our business or a stockholder'sstockholder’s proportional ownership in our Company. However, should the overall value of our Common Stockcommon stock decline after the proposed Reverse Stock Split, then the actual or intrinsic value of the shares of our Common Stockcommon stock held by you will also proportionately decrease as a result of the overall decline in value.
Examples of Potential Reverse Stock Split at Various Ratios
. The table below provides examples of reverse stock splits at various ratios up toShares outstanding at December 6, 2017 | Reverse Stock Split Ratio | Shares outstanding after Reverse Stock Split | Reduction in Shares Outstanding | |||||||||
56,433,530 | 2 for 1 | 28,216,765 | 50% | |||||||||
56,433,530 | 5 for 1 | 11,286,706 | 80% | |||||||||
56,433,530 | 10 for 1 | 5,643,353 | 90% | |||||||||
56,433,530 | 15 for 1 | 3,762,235 | 93% | |||||||||
56,433,530 | 20 for 1 | 2,821,676 | 95% | |||||||||
56,433,530 | 25 for 1 | 2,257,341 | 96% |
Shares outstanding as of October 3, 2022 | Reverse Stock Split Ratio | Shares outstanding after Reverse Stock Split |
53,698,500 | 5 for 1 | 10,739,700 |
53,698,500 | 10 for 1 | 5,369,850 |
53,698,500 | 15 for 1 | 3,579,900 |
53,698,500 | 20 for 1 | 2,684,925 |
The resulting decrease in the number of shares of our Common Stockcommon stock outstanding could potentially adversely affect the liquidity of our Common Stock,common stock, especially in the case of larger block trades.
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Effects on Ownership by Individual Stockholders.Stockholders. If we implement the Reverse Stock Split, the number of shares of our Common Stockcommon stock held by each stockholder would be reduced by multiplying the number of shares held immediately before the Reverse Stock Split by the appropriate ratio and then rounding down to the nearest whole share. We would pay cash to each stockholder in lieu of any fractional interest in a share to which each stockholder would otherwise be entitled as a result of the Reverse Stock Split, as described in further detail below. The cash amount to be paid to each stockholder would equal the stockholder’s fractional interest in one share of our common stock to which the stockholder would otherwise be entitled, multiplied by the closing sale price of our common stock on The Nasdaq Capital Market on the trading day immediately prior to the effective date of the Reverse Stock Split. The Reverse Stock Split would not affect any stockholder'sstockholder’s percentage ownership interest in our Company or proportionate voting power, except to the extent that interests in fractional shares would be paid in cash.
Effect on Restricted Stock Units, Stock Options, Warrants
. In addition, we would adjust all outstanding shares of any restricted stock units, stock options and warrants entitling the holders to purchase shares of ourOther Effects on Issued and Outstanding Shares
. If we implement the Reverse Stock Split, the rights pertaining to the issued and outstanding shares of ourReservation of Right to Abandon the Proposed Amendment to our Amended and Restated Certificate of Incorporation
Our Board of Directors reserves the right not to file the Amendment to our CharterCertificate without further action by our stockholders at any time before the effectiveness of the filing of the Amendment with the Secretary of State of the State of Delaware, even if the authority to effect the Amendment is approved by our stockholders at the SpecialAnnual Meeting. By voting in favor of the Amendment, you are expressly also authorizing our Board of Directors to delay, not proceed with, and abandon, the proposed Amendment if it should so decide, in its sole discretion, that such action is in the best interests of the Company and its stockholders.
Procedure for Effecting the Proposed Stock Split and Exchange of Stock Certificates
If stockholders approve this proposal and our Board of Directors does not otherwise abandon the Amendment contemplating the Reverse Stock Split, we will file with the Delaware Secretary of State a Certificate of Amendment to our Charter,Certificate, in the form attached to this proxy statement as Appendix A. The Reverse Stock Split will become effective at the time and on the date of filing of, or at such later time as is specified in, the Amendment, which we refer to as the "effective“effective time."” Beginning at the effective time, each certificate representing shares of Common Stockcommon stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined pursuant to the Reverse Stock Split.
Upon the Reverse Stock Split, we intend to treat stockholders holding our Common Stockcommon stock in "street“street name,"” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stockcommon stock in "street“street name."” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.
Following the Reverse Stock Split, stockholders holding physical certificates must exchange those certificates for new certificates and a cash payment in lieu of any fractional shares.
The Transfer AgentCompany’s transfer agent will advise registered stockholders of the procedures to be followed to exchange certificates in a letter of transmittal to be sent to stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered the stockholder'sstockholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the Transfer Agent.transfer agent. Any old shares submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will automatically be exchanged for new shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until requested to do so.
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No Appraisal Rights
No appraisal rights are available under the General Corporation Law of the State of Delaware or under our Charter,Certificate, or our Amended and Restated bylawsBylaws, as amended, with respect to the Reverse Stock Split. There may exist other rights or actions under state law for stockholders who are aggrieved by reverse stock splits generally.
Accounting Consequences
The par value of our Common Stockcommon stock would remain unchanged at $0.01 per share after the Reverse Stock Split. Also, our capital account would remain unchanged, and we do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a "going“going private transaction"transaction” within the meaning of Rule 13e-3 of the Exchange Act.
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following discussion summarizes certainis a summary of the material U.S. federal income tax consequences relating to the participation inof the Reverse Stock Split by a U.S. holder (as defined below). Tax consequences to non-U.S. holders are not addressed.of our shares. This discussionsummary is based on the provisions of the U.S. Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S.the Treasury regulations promulgated thereunder, and current administrative rulings and judicialcourt decisions all as in effect as of the date hereof. All of these authoritiesthis document, all of which may be subject to differing interpretations or repealed, revoked or modified,change, possibly with retroactive effect, which could materially altereffect. This summary only addresses holders who hold their shares as capital assets within the tax consequences set forth herein.
We have not sought and will not seek any ruling from the Internal Revenue Service, or other performance of services;the IRS, or (xi) U.S. expatriates. If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our Common Stock, the tax treatment of a holder that is a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership.
We urge holders to consult with their own tax advisors as to any U.S. federal, incomestate, local or foreign tax purposes is: (1) an individual citizen or resident ofconsequences applicable to them that could result from the United States; (2) a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state or political subdivision thereof; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, the administration of which is subject to the primary supervision of a U.S. court and as to which one or more U.S. persons have the authority to control all substantial decisions of the trust, or that has a valid election in effect to be treated as a U.S. person. A "non-U.S. holder" is any beneficial owner of shares of Common Stock that is a not a U.S. holder.
Except as a recapitalization for U.S. federal income tax purposes, and subjectdescribed below with respect to the limitations and qualifications set forth in this discussion and the discussion below regarding the treatment of cash paidreceived in lieu of fractional shares, the followingreceipt of common stock in the Reverse Stock Split should not result in any taxable gain or loss to a holder for U.S. federal income tax consequences shouldpurposes. The aggregate tax basis of the common stock received by a holder as a result fromof the Reverse Stock Split:
A U.S. holder who receives cash in lieu of a fractional sharesshare of common stock will be treated as first receiving such fractional share and then receiving cash in the Reverse Stock Split shouldredemption of such fractional share. A holder generally will recognize capital gain or loss on such deemed redemption in an amount equal to the difference between the amount of the cash received in lieu of fractional shares and the portion of the stockholder's adjusted tax basis allocable to the fractional shares unless the distribution of cash is treated as having the effect of a distribution of dividend, in which case the gain will be treated as dividend income to the extent of our current accumulated earnings and profits as calculated for U.S. federal income tax purposes. Stockholders are urged to consult their own tax advisors to determine whether a stockholder's receipt of cash has the effect of a distribution of a dividend.
Required Vote
The affirmative vote of holders of at least sixty-six and two-thirds percent (66 2/3%)a majority of the outstanding shares Common Stockcommon stock as of April 14, 2022, the Record Date,record date for the Annual Meeting, is required for approval of this proposal. Therefore, abstentions and broker non-votes will have the same effect as votes against this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that you vote “FOR” Proposal No. One to approve the Reverse Stock Split.
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PROPOSAL NO. 1.
Background of and Rationale for the Proposal
The Board believes that if the number of shares of the Company’s common stock and Preferred Stock outstanding and entitled to vote at the Special Meeting is insufficient to approve Proposal No. One (the Reverse Stock Split Proposal), it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the Reverse Stock Split (the “Adjournment Proposal”).
In the event that thereAdjournment Proposal, we are insufficient votes,asking stockholders to authorize the holder of any proxy solicited by the Board to vote in personfavor of adjourning or represented by proxy, atpostponing the timeSpecial Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to approve Proposal No. 1,use the Board of Directors may move to adjourn the Special Meeting, if necessary or advisable, in order to enable the Board of Directorsadditional time to solicit additional proxies in favor of the Charter Amendment No. 2.
Additionally, approval of the Adjournment Proposal No. 1. Incould mean that, in the event we receive proxies indicating that a majority of the Boardnumber of Directorsoutstanding shares of our common stock and Preferred Stock, as counted to mirror the common stock votes cast, will ask its stockholders to vote only uponagainst the adjournmentReverse Stock Split, we could adjourn or postpone the Special Meeting without a vote on the proposal and not onuse the other proposals discussedadditional time to solicit the holders of those shares to change their vote in this proxy statement.
Vote Required Vote
The affirmative vote of holders of a majority of the shares of our Common Stock present in person or by proxyvotes cast at the Special Meeting and entitled to vote iswill be required to approve the Adjournment Proposal.
Holders are entitled to one vote for each share of common stock outstanding as of the Record Date, and holders of Preferred Stock are entitled to 100,000 votes for each share of Preferred Stock outstanding as of the Record Date on the Adjournment Proposal. As described in Proposal No. 2.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that you vote “FOR” Proposal No. Two.
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OTHER MATTERS
Management and the percentage ownership of that person or group, shares of our common stock subject to options and warrants currently exercisable or exercisable within 60 days after December 6, 2017 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. To the knowledge of the directors and executive officersBoard of the Company asknow of December 6, 2017, there are no persons and/or companies who or which beneficially own, directly or indirectly, shares representing more than 5% ofmatters to be brought before the voting rights attached to all outstanding shares of the Company,Special Meeting other than as set forth below. Unless otherwise indicated, theherein.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Only one Notice of Internet Availability of Proxy Materials is being delivered to stockholders sharing an address of each beneficial owner listed below is c/o OpGen, Inc., 708 Quince Orchard Road, Suite 205, Gaithersburg, MD 20878.
Name and Address of Beneficial Owner | Number of Shares of Common Stock | Percentage of Outstanding Common Shares |
5% Stockholders | ||
jVen Capital, LLC (1) 11009 Cripplegate Road | 9,038,538 | 15.12% |
Potomac, MD 20854 | ||
Merck Global Health Innovation Fund, LLC (2) One Merck Drive 2W116 Whitehouse Station, NJ 08889 | 8,692,265 | 14.56% |
Versant Ventures III, LLC (3) One Sansome Street | 3,034,373 | 5.33% |
Suite 3630 | ||
San Francisco, CA 94104 | ||
Directors and Executive Officers | ||
Evan Jones (4) | 9,830,269 | 16.3% |
Harry D'Andrea (5) | 71,167 | * |
Timothy J.R. Harris, Ph.D., D.Sc. (6) | 179,535 | * |
Tina S. Nova, Ph.D. (7) | 9,375 | * |
David M. Rubin, Ph.D. (8) | - | - |
Misti Ushio, Ph.D. (9) | 61,167 | * |
Timothy C. Dec (10) | 356,223 | * |
Vadim Sapiro (11) | 157,811 | * |
All Directors and Executive Officers as a group (8 individuals) (12) | 10,665,547 | 17.5% |
Stockholders who share an address but are receiving multiple copies and would like to receive only one (1) copy for your household, you should contact your bank, broker, or other nominee record holders, or youof the Notice of Internet Availability of Proxy Materials may contact us through our corporate offices at the above address and phone number.
STOCKHOLDER PROPOSALS
Proposals from stockholders intended to be presented for action at the Special Meeting othernext annual meeting of stockholders should be addressed to OpGen, Inc., Attention: Corporate Secretary, 9717 Key West Ave, Suite 100, Rockville, MD 20850. We must receive the proposals by no earlier than 120 days and no later than 90 days prior to the matters referred to above and does not intend to bring any other matters before the Special Meeting. However, if other matters should come before the Special Meeting, it is intended that holdersfirst anniversary of the proxiesdate on which the proxy statement for the 2022 Annual Meeting of Stockholders was first made available to our stockholders in connection with the 2022 Annual Meeting, or no earlier than December 26, 2022 and no later than January 25, 2023. If we change the date of the next annual meeting by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail the proxy materials for the next annual meeting and not later than 10 days following the announcement or public disclosure of such meeting date in order to be considered for inclusion in the proxy materials. Upon receipt of any such proposal, we shall determine whether or not to include any such proposal in the proxy statement and proxy for next year’s annual meeting in accordance with applicable law. It is suggested that stockholders forward such proposals by Certified Mail—Return Receipt Requested. Any nominations for director positions will vote thereonbe accepted in their discretion.
BY ORDER OF THE BOARD OF DIRECTORS
OF OPGEN, INC.
William E. Rhodes, Chairman of the Board of Directors
Appendix A
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
OPGEN, INC.
OpGen, Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"“DGCL”);
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: The name of the corporation (the "Corporation"“Corporation”) is: OpGen, Inc.
SECOND: The Amended and Restated Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of Delaware on May 7, 2015 (the "Restated Certificate"“Restated Certificate”) and, a Certificate of Correction of the Restated Certificate (the "Certificate of Correction") was filed with the office of the Secretary of State of Delaware on June 6, 20152016 (the "Certificate“Certificate of Correction"Correction”), a Certificate of Amendment of the Restated Certificate was filed with the office of the Secretary of State of Delaware on January 17, 2018 (the “2018 Amendment”), a Certificate of Amendment of the Restated Certificate was filed with the office of the Secretary of State of Delaware on August 28, 2019 (the “2019 Amendment”), a Certificate of Amendment of the Restated Charter was filed with the office of the Secretary of State of Delaware on December 8, 2021 (the “First 2021 Amendment”), and a second Certificate of Amendment of the Restated Charter was filed with the office of the Secretary of State of Delaware on December 8, 2021 (the “Second 2021 Amendment,” and together with the Restated Certificate, the "Charter"Certificate of Correction, the 2018 Amendment and the 2019 Amendment, the “Charter”).
THIRD: The Charter is hereby amended as follows:
(a) Article FOURTH of the Charter is hereby amended by changing the first sentence so that it shall read as follows:
Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the "Effective Time"“Effective Time”), the shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time (the "Old“Old Common Stock"Stock”) shall be reclassified into a different number of shares of Common Stock (the "New“New Common Stock"Stock”) such that each [[two] to [twenty‑five][•] shares of Old Common Stock shall, at the Effective Time, be automatically reclassified into one share of New Common Stock. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of whole shares of New Common Stock into which such Old Common Stock shall have been reclassified pursuant to the immediately preceding sentence. No fractional shares of Common Stock shall be issued as a result of such reclassification. In lieu of any fractional shares to which the stockholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair value of the Common Stock as determined in good faith by the Board of Directors of the Corporation.
From and after the Effective Time, the term "New“New Common Stock"Stock” as used in this Article FOURTH shall mean the Common Stock as provided in this Amended and Restated Certificate of Incorporation, as amended and corrected and as further amended by this Certificate of Amendment. The par value of the New Common Stock shall be $0.01 per share."
FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment shall be deemed effective upon its filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF
, the undersigned has duly executed this Certificate of Amendment on thisOPGEN, INC.
By: _____________________________
Name:
Title:
OPGEN, INC.
9717 Key West Ave, Suite 100
Rockville, MD 20850
SPECIAL MEETING OF STOCKHOLDERS – NOVEMBER 30, 2022
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMON STOCK
The undersigned stockholder of OpGen, Inc. hereby constitutes and appoints Oliver Schacht, Ph.D. and David Caplon as attorneys and proxies, with full power of substitution, to appear, attend and vote all of the shares of common stock standing in the name of the undersigned at the Special Meeting of Stockholders to be held at the Company’s offices located at 9717 Key West Ave, Suite 100, Rockville, MD 20850 on November 30, 2022, beginning at 10:00 a.m., local time, and at any adjournments or postponements thereof, upon the following:
Proposal One: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of not less than five-to-one and not more than twenty-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.
[_]By: FOR [_] AGAINST [_] ABSTAIN
Proposal Two: Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of Proposal One.
[_] FOR [_] AGAINST [_] ABSTAIN
The undersigned hereby revokes any proxies as to said shares heretofore given by the undersigned and ratifies and confirms all that said proxy lawfully may do by virtue hereof.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
Please mark, date and sign exactly as your name appears hereon, including designation as executor, trustee, etc., if applicable, and return the proxy in the enclosed postage-paid envelope as promptly as possible. It is important to return this proxy properly signed in order to exercise your right to vote if you do not attend the meeting and vote in person. A corporation must sign in its name by the president or other authorized officer. All co-owners and each joint owner must sign.
Please check if you intend to be present at the meeting: [_]
Date: ____ ___________________
Signature: ___________________
Signature: ________________
Title:_________________
Voting Instructions
You may vote your proxy in the following ways:
[_]Via Internet:
[_] Login to http://annualgeneralmeetings.com/opgen-specialmeeting
[_] Enter your control number (12 digit number located below)
[_]Via Mail:
Pacific Stock Transfer Company
c/o Proxy Department
6725 Via Austi Pkwy, Suite 300
Las Vegas, Nevada 89119
CONTROL NUMBER
You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m., prevailing time, on November 29, 2022.
OPGEN, INC.
9717 Key West Ave, Suite 100
Rockville, MD 20850
SPECIALMEETING OF STOCKHOLDERS – NOVEMBER 30, 2022
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PREFERRED STOCK
The undersigned stockholder of OpGen, Inc. hereby constitutes and appoints Oliver Schacht, Ph.D. and David Caplon as attorneys and proxies, with full power of substitution, to appear, attend and vote all of the shares of preferred stock standing in the name of the undersigned at the Special Meeting of Stockholders to be held at the Company’s offices located at 9717 Key West Ave, Suite 100, Rockville, MD 20850 on November 30, 2022, beginning at 10:00 a.m., local time, and at any adjournments or postponements thereof, upon the following:
Proposal One: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of not less than five-to-one and not more than twenty-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.
VOTES FOR: ___________
VOTES AGAINST: ___________
VOTES ABSTAINING: ___________
Proposal Two: Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of Proposal One.
VOTES FOR: ___________
VOTES AGAINST: ___________
VOTES ABSTAINING:___________
The undersigned hereby revokes any proxies as to said shares heretofore given by the undersigned and ratifies and confirms all that said proxy lawfully may do by virtue hereof.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
Please mark, date and sign exactly as your name appears hereon, including designation as executor, trustee, etc., if applicable, and return the proxy in the enclosed postage-paid envelope as promptly as possible. It is important to return this proxy properly signed in order to exercise your right to vote if you do not attend the meeting and vote in person. A corporation must sign in its name by the president or other authorized officer. All co-owners and each joint owner must sign.
Please check if you intend to be present at the meeting: □
Date: ___________________
Signature: ___________________
Signature: ________________
Title:________________
Voting Instructions
You may vote your proxy in the following ways:
[_] Via Internet:
[_] Login to http://annualgeneralmeetings.com/opgen-specialmeeting
[_] Enter your control number (12 digit number located below)
[_]Via Mail:
Pacific Stock Transfer Company
Las Vegas, Nevada 89119
CONTROL NUMBER
You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m., prevailing time, on November 29, 2022.