SEC Comment Letter 0000000000-22-013540 to OPGEN INC (OPGN) (CIK 0001293818) (OPGN)
OPGEN INC (OPGN) (CIK 0001293818)
Date: Dec. 15, 2022 · CIK: 0001293818 · Accession: 0000000000-22-013540
AI Filing Summary & Sentiment
File numbers found in text: 333-268648
Letter
United States securities and exchange commission logo December 15, 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 Filed December 1, 2022 File No. 333-268648 Dear Oliver Schacht: We have limited our review of your registration statement to those issues we have addressed in our 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. Comments General 1.We refer to your disclosure in the Plan of Distribution section that you will enter into a securities purchase agreement with "institutional investors," but that other investors shall rely solely on the prospectus in connection with purchasing securities in this offering. Please explain to us why there is disparate treatment of different investors in the same offering. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameOliver Schacht Comapany NameOpGen, Inc. December 15, 2022 Page 2 FirstName LastName Oliver Schacht OpGen, Inc. December 15, 2022 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Sean Healy at (202) 551 - 5586 or Dorrie Yale at (202) 551- 8776 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Peter Jaslow, Esq.
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United States securities and exchange commission logo
December 15, 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
Filed December 1, 2022
File No. 333-268648
Dear Oliver Schacht:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Comments
General
1.We refer to your disclosure in the Plan of Distribution section that you will enter into a
securities purchase agreement with "institutional investors," but that other investors shall
rely solely on the prospectus in connection with purchasing securities in this offering.
Please explain to us why there is disparate treatment of different investors in the same
offering.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameOliver Schacht
Comapany NameOpGen, Inc.
December 15, 2022 Page 2
FirstName LastName
Oliver Schacht
OpGen, Inc.
December 15, 2022
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Sean Healy at (202) 551 - 5586 or Dorrie Yale at (202) 551- 8776 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Peter Jaslow, Esq.