UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2016
_________________
OpGen, Inc.
(Exact name of registrant as specified in its charter)
_________________
Delaware
(State or other jurisdiction of incorporation or organization)
 
001-37367
(Commission
File Number)
 
06-1614015
(I.R.S. Employer
Identification No.)


708 Quince Orchard Road, Suite 205
Gaithersburg, MD 20878
(Address of principal executive offices, including zip code)

(240) 813-1260
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
_________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
                                                                                                                                                                                        

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2016, OpGen, Inc. (the ‟Company”) filed a Certificate of Correction (the ‟Certificate of Correction”) to the Company’s Amended and Restated Certificate of Incorporation (the ‟Certificate of Incorporation”) with the Secretary of State of Delaware. The Certificate of Correction was filed to correct Article SIXTH, paragraph C to provide for action by written consent by the Company’s stockholders in conformity with the Company’s amended and restated bylaws.
A copy of the Certificate of Correction, as filed with the Secretary of State of the State of Delaware on June 6, 2016, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit                  Description
3.1 Certificate of Correction to Amended and Restated Certificate of Incorporation of OpGen, Inc., filed June 6, 2016
 
 

 
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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.
OpGen, Inc.
 
   
By:
 
/s/ Timothy C. Dec
 
 
Name:
Timothy C. Dec
 
 
Title:
Chief Financial Officer
Date: June 6, 2016
 
 

 

3
EXHIBIT INDEX
Exhibit No.
Document
   
3.1
Certificate of Correction to Amended and Restated Certificate of Incorporation of OpGen, Inc., filed June 6, 2016
 
 
 
 

 
4
 
Exhibit 3.1
STATE OF DELAWARE
 
 CERTIFICATE OF CORRECTION
 
 TO
 
AMENDED AND RESTATED
 
CERTIFICATE OF INCORPORATION
 
OF
 
OPGEN, INC.
 
 OpGen, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ General Corporation Law ”)
DOES HEREBY CERTIFY THAT:
1.              The name of the corporation is OpGen, Inc.
2.              The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware on January 22, 2001 under the name eDNA Genomics, Inc.
3.              The Certificate of Incorporation of the corporation was most recently amended and restated pursuant to an Amended and Restated Certificate of Incorporation (the “ Certificate ”) filed with the Secretary of State of the State of Delaware on May 7, 2015.
4.              The Certificate requires correction as permitted by Section 103 of the General Corporation Law.
5.              The inaccuracy or defect of said Certificate is the inadvertent inclusion in Article SIXTH, paragraph C of a prohibition on action by stockholders by written consent.
6.              Article SIXTH, paragraph C of the Certificate is corrected to read in its entirety as follows:
 To the fullest extent permitted by law, whenever any action is required or permitted to be taken at a meeting of stockholders, by law, or by the certificate of incorporation, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

IN WITNESS WHEREOF, the corporation has caused this Certificate of Correction to be signed by the undersigned authorized officer this 6th day of June, 2016.

OPGEN, INC.

By:  /s/ Timothy C. Dec                                                                                                   
             Timothy C. Dec, Chief Financial Officer