Additional Proxy Soliciting Materials (definitive) (defa14a)
03 August 2019 - 5:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy Statement
Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than
the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12
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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):
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☐
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11:
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials:
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☐
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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.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement no.:
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August
2, 2019
Dear
Shareholder,
On
July 12, 2019, OpGen, Inc. posted its proxy materials for its 2019 Annual Meeting. In addition, you may have recently received
proxy materials in the mail. According to our records, your
PROXY VOTE
for this Annual Meeting
HAS NOT YET
BEEN RECEIVED
.
OpGen,
Inc. is asking its stockholders to vote on:
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1.
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Election
of Directors.
The election of the four directors named in the attached Proxy Statement,
to serve until the next Annual Meeting of Stockholders and until their successors are
elected and qualified;
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2.
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Reverse
Stock Split.
To approve the adoption of an amendment to the Company’s Amended
and Restated Certificate of Incorporation, to effect a reverse stock split at a ratio
of not less than five-to-one and not more than twenty-five-to-one, such ratio and the
implementation and timing of such reverse stock split to be determined in the discretion
of our Board of Directors;
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3.
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Adjournment.
To approve one or more adjournments to the Annual Meeting, if necessary or appropriate,
to permit further solicitation of proxies if there are not sufficient votes at the time
of the Annual Meeting cast in favor of Proposal No. Two; and
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4.
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Ratification
of Appointment of Independent Accounting Firm.
Ratification of the appointment of
CohnReznick LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2019.
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You
should refer to the proxy materials for additional information on the Annual Meeting. If you have not received these materials,
please call us immediately so that we can provide you with the proxy materials.
Failure
to pass the Reverse Stock Split (proposal 2) would cause us to potentially receive a delisting notice from Nasdaq after November
4, 2019. We believe the implementation of the Reverse Stock Split will assist us in regaining compliance with The Nasdaq Capital
Market minimum bid price requirements so that we can keep our Nasdaq Capital Markets listing
.
Our
Board of Directors believes that the delisting of our common stock from The Nasdaq Capital Market would result in decreased liquidity
and/or increased volatility in our common stock, and a diminution of investor interest in our Company. Our Board also believes
that a delisting could cause a loss of confidence of potential industry partners, lenders and employees, which could further harm
our business and our future prospects.
The
Board of Directors unanimously recommends you vote
“
FOR
”
the proposals referenced above.
Please
vote your shares of stock now so that your vote can be counted without delay.
Please
call our proxy solicitation agent Alliance Advisors, LLC toll-free at
877-777-8133
to vote your shares. Just reference
OpGen when calling.
YOUR
PARTICIPATION IS IMPORTANT - PLEASE VOTE TODAY!
We
appreciate your support.
IF
YOU HAVE RECENTLY MAILED YOUR PROXY CARD OR CAST YOUR VOTE BY PHONE OR INTERNET, PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
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