UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 6, 2020
Date of Report (date of earliest event reported)
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OpGen, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | | 001-37367 (Commission File Number) | | 06-1614015 (I.R.S. Employer
Identification Number) |
708 Quince Orchard Road, Suite 205
Gaithersburg, MD 20878
(Address of principal executive offices)
(240) 813-1260
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | OPGN | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2020, OpGen, Inc. (the “Company”) issued a press release announcing its first quarter financial results for the quarter ended March 31, 2020. The full text of such press release is furnished as Exhibit 99.1 to this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2020, the Board of Directors of the Company (the “Board”) adopted revisions to the cash portion of its non-employee director compensation plan (as amended, the “Plan”) for providing cash compensation to its non-employee directors for their service on the Board and its committees. The principal changes are to provide an annual retainer for the Chair of the Board in an amount of $75,000 and to provide certain adjustments to the retainers for committee chairs and committee members. The equity compensation portion of the Plan remains unchanged. The following table presents the revised annual cash retainers payable to non-employee directors under the Plan:
| Non-employee director (other than chair): | | $ | 25,000 | |
| Board Chair: | | $ | 75,000 | |
| Audit Committee member: | | $ | 7,000 | |
| Audit Committee Chair: | | $ | 15,000 | |
| Compensation Committee member: | | $ | 6,000 | |
| Compensation Committee Chair: | | $ | 12,000 | |
| All other committee membership: | | $ | 3,500 | |
| All other committee Chair: | | $ | 7,500 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated May 7, 2020
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
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| Date: May 7, 2020 | | OpGen, Inc. |
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| | | By: | | /s/ Timothy C. Dec |
| | | | | Name: | | Timothy C. Dec |
| | | | | Title: | | Chief Financial Officer |
