Item 8.01 Other Events.
On April 1, 2020, OpGen, Inc. (the "Company") completed its business combination
transaction (the "Transaction") with Curetis N.V., a public company with limited
liability under the laws of the Netherlands, as contemplated by the
Implementation Agreement, dated as of September 4, 2019, by and among the
Company, Curetis N.V., and Crystal GmbH, a private limited liability company
organized under the laws of the Federal Republic of Germany and wholly owned
subsidiary of the Company. Pursuant to the Implementation Agreement, Crystal
GmbH acquired all of the shares of Curetis GmbH, a private limited liability
company organized under the laws of the Federal Republic of Germany and wholly
owned subsidiary of Curetis N.V. ("Curetis GmbH") and certain other assets and
liabilities of Curetis N.V, and the Company paid, as consideration to Curetis
N.V., 2,028,208 shares (the "Consideration Shares") of the Company's common
stock, par value $0.01 per share (the "Common Stock"). Such Consideration Shares
are registered on the Company's Registration Statement on Form S-4, as amended
(File No. 333-234657) (the "Registration Statement") declared effective on
January 23, 2020.
This Current Report on Form 8-K is being filed solely for the purpose of
amending the "Distribution of OpGen Shares and Winddown of Curetis N.V." section
of the proxy statement/prospectus that forms a part of the Registration
Statement.
DISTRIBUTION OF OPGEN SHARES AND WINDDOWN OF CURETIS N.V.
As contemplated by the Implementation Agreement, Curetis N.V. expects, as soon
as practicable after the closing of the Transaction, to distribute a portion of
the Consideration Shares to Curetis N.V. shareholders and to wind up its
affairs. Curetis N.V. has not yet adopted a formal plan of distribution and
dissolution. In connection with such plan of distribution and dissolution,
Curetis N.V. expects to sell, in open market transactions, up to 20% of the
Consideration Shares issued to Curetis N.V. at the closing of the Transaction in
order to fund the expenses of its distribution and dissolution. The sale of such
Consideration Shares in order to fund such distribution and dissolution of
Curetis N.V. was approved by the shareholders of Curetis N.V. at its
extraordinary general meeting held on March 10, 2020 in order to approve the
Transaction. Curetis N.V. is solely responsible for the distribution of the
Consideration Shares to the shareholders of Curetis N.V.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Implementation
Agreement, OpGen filed the Registration Statement with the Securities and
Exchange Commission (the "SEC"). Investors and security holders are encouraged
to read the Registration Statement and any other relevant documents filed with
the SEC, including the proxy statement/prospectus that forms a part of the
registration statement. Such documents contain important information about the
Transaction. Investors and security holders will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov, or from the Company at its
website, www.opgen.com.
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