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United States securities and exchange commission logo
December 29, 2022
Oliver Schacht
Chief Executive Officer
OpGen, Inc.
9717 Key West Avenue, Suite 100
Rockville, MD 20850
Re: OpGen, Inc.
Registration
Statement on Form S-1
Response dated
December 21, 2022
File No. 333-268648
Dear Oliver Schacht:
We have reviewed your amended registration statement and have
the following
comment. In some of our comments, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to the comment, we may have additional comments.
Unless we note
otherwise, our references to the prior comment is to the comment in our
December 21, 2022
letter.
Registration Statement on Form S-1 filed December 21, 2022
General
1. We acknowledge your
response to our prior comment, including your proposed revised
disclosure. Please
expand your proposed revised disclosure regarding the disparate rights
to also explain other
types of material provisions covered by the purchase agreement, such
as your representations
and other types of covenants. In addition, please add other
appropriate disclosures
in the prospectus explaining this potential difference in rights,
including a risk
factor.
Oliver Schacht
FirstName
OpGen, Inc.LastNameOliver Schacht
Comapany29,
December NameOpGen,
2022 Inc.
December
Page 2 29, 2022 Page 2
FirstName LastName
Please contact Sean Healy at 202-551-5586 or Dorrie Yale at 202-551-8776
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Peter Jaslow, Esq.