Additional Proxy Soliciting Materials (definitive) (defa14a)
June 01 2022 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ |
Filed by a
Party other than the Registrant ☐ |
Check the appropriate
box: |
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) |
☐ |
Definitive Proxy Statement |
☒ |
Definitive Additional Materials |
☐ |
Soliciting Material under §240.14a–12 |
OPGEN,
INC |
(Name of Registrant as Specified In Its Charter) |
|
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant) |
|
Payment of
Filing Fee (Check the appropriate box): |
☒ |
No fee required. |
☐ |
Fee computed on table below per Exchange Act Rules 14a–6(i)(1)
and 0–11. |
|
(1) |
Title of each class
of securities to which transaction applies:
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(2) |
Aggregate number
of securities to which transaction applies:
|
|
(3) |
Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule 0–11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
(4) |
Proposed maximum
aggregate value of transaction:
|
|
(5) |
Total fee paid:
|
☐ |
Fee paid previously with preliminary materials. |
☐ |
Check box
if any part of the fee is offset as provided by Exchange Act Rule 0–11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing. |
|
(1) |
Amount Previously
Paid:
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(2) |
Form, Schedule
or Registration Statement No.:
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(3) |
Filing Party:
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(4) |
Date Filed:
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SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 2022
This supplement, dated
June 1, 2022, amends and supplements the Definitive Proxy Statement of OpGen, Inc. (the “Company”), dated April 25, 2022 (the
“Proxy Statement”), and is being furnished to stockholders of the Company in connection with the solicitation of proxies on
behalf of the board of directors of the Company for the Company’s Annual Meeting of stockholders to be held on June 9, 2022 (the
“Annual Meeting”) or any adjournment or postponement thereof.
THE PROXY STATEMENT CONTAINS
IMPORTANT INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
The Annual Meeting has
been called for the following purposes: (1) the election of the five directors named in the Proxy Statement; (2) stockholder approval
of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split
at a ratio of not less than five-to-one and not more than twenty-to-one, such ratio and the implementation and timing of such reverse
stock split to be determined in the discretion of the Company’s board of directors; (3) ratification of the appointment of CohnReznick
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (4) the approval
of a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. Two.
This supplement, which
should be read in conjunction with the Proxy Statement, amends and supplements the Proxy Statement to correct a typographical error in
the Proxy Statement with respect to the number of shares of Company common stock required to be present or represented by proxy at the
Annual Meeting to establish a quorum. Accordingly, the paragraph in the Questions & Answers section under the heading “What
constitutes a quorum at the Annual Meeting?” on pages 3-4 of the Proxy Statement is amended as set forth below. Except as specifically
supplemented or amended by the information contained in this supplement, all information set forth in the Proxy Statement continues to
apply and should be considered in voting your shares.
Q: What
constitutes a quorum at the Annual Meeting?
A: The presence in person or by proxy of the
holders of thirty four percent (34%) of the outstanding common stock is necessary to constitute a quorum at the Annual Meeting. As of
the record date of April 14, 2022, there were 46,557,750 shares of our common stock outstanding, representing the same number of votes.
Accordingly, the presence of the holders of at least 15,829,635 shares of our common stock will be required to establish a quorum. Both
abstentions and broker non-votes, if any, are counted as present for determining the presence of a quorum.
From and after the date
of this supplement, all references to the “Proxy Statement” are to the Proxy Statement as amended and supplemented hereby.
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