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 ☐
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 Pursuant to Rule 14a-11(c) or rule 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: |
| (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: |
| (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: |
| (2) | Form, Schedule or Registration Statement no.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
| |
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
The
Annual Meeting of Stockholders of OpGen, Inc. will be held on
August 22, 2019, at 10:00 a.m. local time at the offices of Ballard Spahr LLP located at
1909 K Street, NW, 12th Floor, Washington, DC 20006
PROXY
STATEMENT, PROXY AND 2018 ANNUAL REPORT TO STOCKHOLDERS
ARE AVAILABLE AT:
http://www.pstvote.com/opgen2019
Dear Stockholder:
The Annual Meeting of Stockholders of OpGen, Inc. has been called to consider and act upon the following matters:
| 1. | 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; |
| 2. | 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; |
| 3. | 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; |
| 4. | 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; and |
| 5. | Other Matters. The transaction of such other business as may lawfully come before the Annual Meeting or any adjournment(s) thereof. |
Our Board of Directors recommends a vote “FOR” all proposals.
Complete proxy materials, including the proxy card, are available to you on-line at http://www.pstvote.com/opgen2019 or upon your request by e-mail or first-class mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.
This is not a ballot. You cannot use this notice to vote your shares. You may vote on-line, by mail or in person. If you wish to vote on-line, you will need your “Control Number” (which can be found in the bottom right hand corner of this notice) and the web address, all of which will be included with or on the proxy card located on the Internet website stated above or mailed to you at your request. No other personal information will be required in order to vote in this manner. If you wish to vote by mail, simply print out the proxy card located on the Internet website stated above, mark the proxy card accordingly, sign and return it to us at the address indicated on the proxy card. If you wish to vote in person at the Annual Meeting of Stockholders, simply check the box on the proxy card that you plan to attend. Your proxy card will not be used if you vote in person.
Control Number:
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Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting To Be Held on August 22, 2019
(1) This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
(2) The Notice of the Meeting, Proxy Statement, Proxy and 2018 Annual Report to Stockholders are available at http://www.pstvote.com/opgen2019.
(3) If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before August 16, 2019 to facilitate timely delivery, otherwise you will not receive a paper or e-mail copy.
To request a paper copy of these items:
| • | Call our toll-free number – (866) 223-0448; or |
| • | Visit our website at http://www.pstvote.com/opgen2019; or |
| • | Send us an e-mail at info@philadelphiastocktransfer.com. |
Please clearly identify: (i) the items you are requesting; (ii) OpGen, Inc.; (iii) your name along with the Control Number located in the lower right hand corner of this notice and (iv) the name and address to which the materials should be mailed.
By Order of the Board of Directors
/s/ Evan Jones
Evan Jones
Chairman of the Board of Directors
Control Number: