Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 24 2020 - 5:26PM
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
March 24, 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)
|
|
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)
_________________
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
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
OPGN
|
The Nasdaq Capital Market
|
Common Stock Warrants (IPO)
|
OPGNW
|
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 March 24, 2020, OpGen, Inc. (the “Company”) issued
a press release announcing its fourth quarter and full year financial results for the year ended December 31, 2020. The full text
of such press release is furnished as Exhibit 99.1 to this report.
Item 8.01 Other Events.
On March 24, 2020, the Company issued a press release reporting
an update on its stockholder proxy voting for its special meeting of stockholders being held in connection with the planned business
combination with Curetis GmbH. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
99.1 Press Release, dated March 24, 2020.
99.2 Press Release, dated March 24, 2020.
The information included in Item 2.02 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.
|
|
|
|
|
|
|
Date: March 24, 2020
|
|
OpGen, Inc.
|
|
|
|
|
|
|
By:
|
|
/s/ Timothy C. Dec
|
|
|
|
|
Name:
|
|
Timothy C. Dec
|
|
|
|
|
Title:
|
|
Chief Financial Officer
|
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Aug 2024 to Sep 2024
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Sep 2023 to Sep 2024