Securities Registration: Employee Benefit Plan (s-8)
March 31 2020 - 5:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 31, 2020
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OpGen, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
|
06-1614015
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
708 Quince Orchard Road, Suite 205
Gaithersburg, MD
|
20878
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
OPGEN, INC.
2015 EQUITY INCENTIVE PLAN, AS AMENDED AND
RESTATED
(Full title of the plan)
Timothy C. Dec
Chief Financial Officer
708 Quince Orchard Road, Suite 205
Gaithersburg, MD 20878
(Name and address of agent for service)
(240) 813-1260
(Telephone number, including area code, of agent
for service)
with a copy to:
Peter Jaslow, Esquire
Ballard Spahr LLP
1735 Market Street
51st Floor
Philadelphia, Pennsylvania 19103
215-665-8500
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
|
|
Accelerated
filer ☐
|
Non−accelerated filer ☐
|
|
Smaller
reporting company ☒
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company ☒
|
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
to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
|
Amount to be Registered (1)
|
|
Proposed Maximum Offering Price (2)
|
|
|
Proposed Maximum Aggregate Offering Price (2)
|
|
|
Amount of Registration Fee
|
|
Common Stock, $0.01 par value
|
223,291
|
|
$
|
2.89
|
|
|
$
|
645,310.99
|
|
|
$
|
83.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement also covers an indeterminate number of additional shares of Common Stock issuable under the equity plan described below
in the event the number of outstanding shares of the Registrant is increased by reason of any stock dividend, stock split, recapitalization,
merger, consolidation or reorganization or similar transaction.
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee. In accordance with Rule 457(h) promulgated
under the Securities Act, the price shown is based upon the average of the high and low prices reported for the Common Stock on
the Nasdaq Capital Market on March 27, 2020.
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The document or documents containing the information
specified in Part I are not required to be filed with the Securities and Exchange Commission (the “Commission”) as
part of this Registration Statement on Form S-8 (the “Registration Statement”).
PART II -
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Explanatory Note
OpGen, Inc. (the “Registrant”)
is filing this Registration Statement to register an additional 223,291 shares of its common stock, par value $0.01 per share
(“Common Stock”), for issuance under the OpGen, Inc. 2015 Equity Incentive Plan, as amended and restated (the
“Plan”). Pursuant to General Instruction E to Form S-8, the contents of Registrant’s prior Registration
Statement on Form S-8 (File No. 333-205864) are incorporated herein by reference except to the extent supplemented, amended
or superseded by the information set forth herein. Only those items of Form S-8 containing new information not
contained in the earlier registration statement are presented herein. The Registrant effected a one (1) for twenty (20)
reverse stock split on August 28, 2019, and all share numbers in this Registration Statement reflect the impact of the
reverse stock split.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed or to be filed
with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated
herein by reference:
|
·
|
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed
with the Commission on March 24, 2020;
|
|
·
|
The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 23,
2020 (Item 8.01), January 30, 2020 (Item 8.01 and 9.01), February 12, 2020 (Items 1.01 and 9.01); February 12, 2020 (Items 8.01
and 9.01); February 20, 2020 (Items 8.01 and 9.01); February 28, 2020 (Items 1.01 and 9.01); March 10, 2020 (Items 8.01 and 9.01);
March 16, 2020 (Items 8.01 and 9.01) and March 19, 2020 (Items 8.01 and 9.01); and
|
|
·
|
The description of the Registrant’s common stock
contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37367) filed with the Commission on April
30, 2015, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the ‟Exchange Act”), including
any amendment or report filed for the purpose of updating such description.
|
In addition, all reports and other documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The
statements required to be so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 8. EXHIBITS.
|
Exhibit
Number
|
Description
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Gaithersburg, State of Maryland on March 31, 2020.
|
OPGEN, INC.
|
|
|
|
By:
|
/s/ Evan Jones
|
|
Name:
Title:
|
Evan Jones
Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Oliver Schacht and Timothy C. Dec and each of them, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name,
place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE
|
|
TITLE
|
DATE
|
|
|
|
|
/s/ Evan Jones
Evan Jones
|
|
Chief Executive Officer and Director
(principal executive officer)
|
March 31, 2020
|
|
|
|
|
/s/ Timothy C. Dec
Timothy C. Dec
|
|
Chief Financial Officer
(principal financial officer and principal accounting officer)
|
March 31, 2020
|
|
|
|
|
/s/ R. Donald Elsey
|
|
Director
|
March 31, 2020
|
R. Donald Elsey
|
|
|
|
|
|
|
|
/s/ Tina Nova
|
|
Director
|
March 31, 2020
|
Tina Nova
|
|
|
|
|
|
|
|
/s/ Misti Ushio
|
|
Director
|
March 31, 2020
|
Misti Ushio
|
|
|
|
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Mar 2024 to Apr 2024
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Apr 2023 to Apr 2024