As filed with the Securities and Exchange Commission on May 15, 2019
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)
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Delaware
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06-1614015
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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708 Quince Orchard Road, Suite 205
Gaithersburg, MD
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20878
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
Mary J. Mullany, 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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non−accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☒
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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
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Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of
Registration Fee
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Common Stock, $0.01 par value
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345,828
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$
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0.495
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$
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171,184.86
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$
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20.75
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(1)
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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.
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(2)
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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 May 10, 2019.
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PART II -
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
OpGen, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 345,828 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”). Registrant effected a one (1) for twenty-five (25) reverse stock split of its common stock on January 17, 2018, and all share numbers in this Registration Statement reflect the impact of the reverse stock split. 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.
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:
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·
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The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on February 27, 2019;
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 15, 2019;
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The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 25, 2019 (Items 5.02 and 9.01), March 26, 2019 (Items 1.01, 8.01 and 9.01), April 15, 2019 (Item 5.02) and May 10, 2019 (Item 3.01)
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and
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·
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T
he 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.
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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.
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Exhibit
Number
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Description
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24.1
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Power of Attorney (see signatures page to this Registration Statement).
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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 May 15, 2019.
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OPGEN, INC.
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By:
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/s/ Evan Jones
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Name:
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Evan Jones
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Evan Jones 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.
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SIGNATURE
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TITLE
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DATE
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/s/ Evan Jones
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Chief Executive Officer and Director
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May 15, 2019
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Evan Jones
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(principal executive officer)
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/s/ Timothy C. Dec
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Chief Financial Officer
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May 15, 2019
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Timothy C. Dec
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(principal financial officer and principal accounting officer)
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/s/ R. Donald Elsey
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Director
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May 15, 2019
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R. Donald Elsey
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/s/ Timothy J.R. Harris
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Director
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May 15, 2019
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Timothy J.R. Harris
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/s/ Tina Nova
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Director
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May 15, 2019
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Tina Nova
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/s/ David M. Rubin
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Director
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May 15, 2019
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David M. Rubin
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/s/ Misti Ushio
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Director
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May 15, 2019
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Misti Ushio
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