Current Report Filing (8-k)
January 30 2020 - 3:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
_________________
FORM 8-K
_________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 28,
2020
Date of Report (date of earliest event reported)
_________________
OpGen, Inc.
(Exact name
of Registrant as specified in its charter)
_________________
Delaware
(State
or other jurisdiction of incorporation or organization)
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001-37367
(Commission
File
Number)
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06-1614015
(I.R.S.
Employer
Identification Number)
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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)
_________________
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):
[X] 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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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OPGN
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The
Nasdaq Capital Market
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Common
Stock Warrants (IPO)
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OPGNW
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The
Nasdaq Capital Market
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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 8.01 Other Events.
On January 28, 2020, OpGen, Inc.
(the “Company”) issued a press release announcing a special meeting date of March 10, 2020, for its stockholders to,
among other things, consider and vote on a proposal to adopt the previously announced business combination with Curetis GmbH (“Curetis”).
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On January 30, 2020, the Company
issued a press release providing an update on the business of Curetis, a copy of which is attached as Exhibit 99.2 to this Current
Report and is incorporated herein by reference.
No Offer or Solicitation
These press releases filed herewith
are neither offers to purchase, nor solicitations of an offer to sell, any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where
to Find It
In connection with the
transactions contemplated by the Implementation Agreement (the definitive agreement related to the proposed business
combination between the Company and Curetis), a Registration Statement on Form S-4 (File No. 333-234657) has been filed with
and declared effective by the Securities and Exchange Commission (the “SEC”). Investors and security holders are
encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy
statement/prospectus that forms a part of the registration statement. Such documents contain important information about the
proposed transaction. The definitive proxy statement/prospectus was first mailed to stockholders of the Company on or about
January 27, 2020. This communication is not a substitute for the registration statement, the proxy statement/prospectus or
any other document that the Company may send to its stockholders in connection with the proposed transaction. Investors and
security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, or from the
Company at its website, www.opgen.com.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
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:
January 30, 2020
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OpGen,
Inc.
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By:
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/s/
Timothy C. Dec
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Name:
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Timothy
C. Dec
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Title:
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Chief
Financial Officer
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