Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
May 03 2023 - 3:41PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(5)
Registration No. 333-256820
Prospectus Supplement
(To the Prospectus dated June 11, 2021)
208,334 Shares of Common Stock Issuable Upon
the Exercise of Common Warrants
157,385 Shares of Common Stock Issuable Upon
the Exercise of Common Warrants
___________________
This prospectus supplement updates, supersedes
and amends certain information contained in the prospectus dated June 11, 2021 (the “Original Prospectus”) as supplemented
by the prospectus supplement dated September 30, 2022 (the “Prospectus Supplement,” and together with the Original Prospectus,
the “Prospectus”), relating to the resale by the selling stockholder named therein of up to (i) 208,330 shares of our common
stock (as adjusted for the company’s 20-for-1 reverse stock split effected in January 2023), par value $0.01 per share, or the Common
Stock, issuable upon exercise of the common stock purchase warrants, which were initially issued pursuant to the Securities Purchase Agreement,
dated as of February 9, 2021, or the Securities Purchase Agreement, by and between OpGen, Inc. and the selling stockholder, and (ii) 157,385
shares of Common Stock (as adjusted for the company’s 20-for-1 reverse stock split effected in January 2023) issuable upon exercise
of the common stock purchase warrants, which were initially issued pursuant to the Warrant Exercise Agreement, dated March 9, 2021, or
the Exercise Agreement, by and between OpGen, Inc. and the selling stockholder. Such common stock purchase warrants are collectively referred
to as the Existing Warrants, and the shares of Common Stock underlying the common stock purchase warrants are collectively referred to
herein as the Warrant Shares. The Warrant Shares were registered on behalf of the selling stockholder, to be offered and sold from time
to time, to satisfy certain registration rights that we have granted to the selling stockholder pursuant to the Securities Purchase Agreement
and the Exercise Agreement.
This prospectus supplement should be read in conjunction with the
Prospectus, and is qualified by reference to the Prospectus, except to the extent that the information presented herein supersedes the
information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or used in connection
with, the Prospectus, including any amendments or supplements thereto. We may amend or supplement the Prospectus from time to time by
filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before
you make an investment decision.
Our common stock is listed on the NASDAQ Capital Market under the
symbol “OPGN.” On May 1, 2023, the last reported sale price of our common stock on the NASDAQ Capital Market was $0.7785 per
share.
Investing in our securities involves a high degree of risk. See
“Risk Factors” in the Original Prospectus and documents incorporated therein by reference for a discussion of such risk factors,
which factors should be read carefully in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is a criminal offense.
AMENDMENTS TO EXISTING WARRANTS
This Supplement is being filed to disclose the following:
On May 1, 2023, we entered into a securities purchase agreement
entered with a single institutional investor (the “Registered Direct Offering”), and the accompanying base prospectus under
our registration statement on Form S-1 (Registration No. 333-271190). In connection with the Registered Direct Offering, the Company entered
into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the purchaser in the Registered Direct Offering
under which the Company agreed to amend certain outstanding warrants to purchase up to an aggregate of 6,396,903 shares of common stock
that were previously issued in 2018, 2021, 2022 and 2023 to the purchaser, with exercise prices ranging from $2.65 to $7.54 per share,
in consideration for their purchase of approximately $3.5 million of common stock in the Registered Direct Offering.
Under the Warrant Amendment Agreement, with respect to Existing
Warrants to purchase up to an aggregate of 6,396,903 shares of common stock held by the institutional investor in the Registered Direct
Offering and covered by the Warrant Amendment Agreement, the Company agreed to (i) lower the exercise price of such Existing Warrants
to $0.7785 per share, (ii) provide that such Existing Warrants, as amended, will not be exercisable until the receipt of stockholder approval
for the exercisability of the common stock purchase warrants issued to the Investor in the Registered Direct Offering and (iii) extend
the original expiration date of such Existing Warrants to five years following the closing of the Registered Direct Offering. These amendments
will become effective on the closing of the Registered Direct Offering, when each investor has satisfied its purchase commitment to the
Company, which is expected to occur on May 4, 2023.
Prospectus supplement dated May 1, 2023
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