UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, on August 22, 2024, OpGen, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AEI Capital Ltd. (the “Purchaser”), pursuant to which the Company had the right, in its discretion, to sell to the Purchaser, at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share (the “Shares”), of the Company having an aggregate value of up to $3.0 million (the “Financing”). On October 3, 2024, the Company and the Purchaser entered into a First Amendment to the Purchase Agreement (the “First Amendment”). The First Amendment amended the Purchase Agreement by: (1) granting the Company the right to sell two additional tranches of common stock to the Purchaser of $3.0 million each, for an aggregate amount of $9.0 million under the Purchase Agreement; and (2) extending the Company’s ability to sell shares of common stock to the Purchaser under the Purchase Agreement until December 31, 2025. On December 17, 2025, the Company and the Purchaser entered into a Supplemental Letter to the Purchase Agreement (the “Supplemental Letter”), which amended the Purchase Agreement by extending the Company’s ability to sell shares of common stock to the Purchaser until December 31, 2026.
The foregoing description of the Supplemental Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares of common stock of the Company that may be sold under the Purchase Agreement, as amended, will be sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance on similar exemptions under applicable state laws.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 18, 2025, David Lazar notified the Company of his resignation as President of the Company effective as of January 8, 2026. Mr. Lazar’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Supplemental Letter, dated December 17, 2025, by and between AEI Capital Ltd. and OpGen, Inc. relating to Securities Purchase Agreement, dated August 22, 2024, and First Amendment thereto, dated October 3, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: December 23, 2025 | OpGen, Inc. | ||
| By: |
/s/ Christian-Laurent Benoit Bonte | ||
| Name: | Christian-Laurent Benoit Bonte | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
OpGen, Inc.
23219 Stringtown Road, Suite 300
Clarksburg, MD 20871 USA.
(hereinafter to be referred to as “Company”)
Date: 17th December 2025
AEI Capital Ltd. (Registration No. 970490-V)
Intershore Chambers, Road Town,
Tortola, British Virgin Islands
(hereinafter to be referred to as the “Purchaser”)
(individually referred to as “Party” and collectively as “Parties”)
| RE: | SUPPLEMENTAL LETTER TO SECURITIES PURCHASE AGREEMENT DATED 22ND AUGUST 2024 AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED 3RD OCTOBER 2024 (“Supplemental Letter”) |
| 1. | This Supplemental Letter sets forth the mutual agreement of the Parties of which the Parties hereby acknowledged, to be legally binding against them. Except otherwise expressly provided, all expressions defined in the Securities Purchase Agreement Dated 22nd August 2024 and First Amendment to Securities Purchase Agreement Dated 3rd October 2024 (collectively referred to as “Private Placement SPAs”) and its supplemental agreement(s) shall have the same meanings when used in this Supplemental Letter. |
| 2. | The exercisable period for the Securities Purchase under Section 2.1(a) and Section 2.1(b) of the Private Placement SPAs shall be extended from December 31, 2025 to December 31, 2026. |
| 3. | The purchase increments exercisable for the Securities Purchase under Section 2.1(c) of the Private Placement SPAs shall be reduced from tranche of ‘USD1million or USD2 million’ to ‘USD500,000.00’. |
| 4. | All other terms and conditions of the Private Placement SPAs and its supplemental agreement(s) shall remain the same. This Supplemental Letter shall go into effect on the date of the undersigned parties. |
I/We confirm acceptance of the terms and conditions of this Supplemental Letter.
| The Company | The Purchaser | |
| Signed for and on behalf of | Signed for and on behalf of | |
| OpGen, Inc. | AEI Capital Ltd. | |
| (Registration No. 970490-V) | ||