SEC Comment Letter 0000000000-22-013765 to OPGEN INC (OPGN) (CIK 0001293818) (OPGN)
OPGEN INC (OPGN) (CIK 0001293818)
Date: Dec. 21, 2022 · CIK: 0001293818 · Accession: 0000000000-22-013765
AI Filing Summary & Sentiment
File numbers found in text: 333-268648
Referenced dates: December 16, 2022
Letter
United States securities and exchange commission logo December 21, 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 reviewed your response letter dated December 16, 2022 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 prior comments are to comments in our December 15, 2022 letter. Registration Statement on Form S-1 filed December 16, 2022 Plan of Distribution, page 79 1.We acknowledge your response to our prior comment. Please explain to us why an option to enter into a securities purchase agreement is being offered, rather than having all your investors enter into such an agreement with you. With respect to investors who do not opt to enter into a purchase agreement, explain how such transactions would be processed. Please contact Sean Healy at 202-551-5586 or Dorrie Yale at 202-551-8776 with any questions.
FirstName LastNameOliver Schacht Comapany NameOpGen, Inc. December 21, 2022 Page 2 FirstName LastName Oliver Schacht OpGen, Inc. December 21, 2022 Page 2 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 21, 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 reviewed your response letter dated December 16, 2022 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 prior comments are to comments in our December 15, 2022 letter.
Registration Statement on Form S-1 filed December 16, 2022
Plan of Distribution, page 79
1.We acknowledge your response to our prior comment. Please explain to us why an option
to enter into a securities purchase agreement is being offered, rather than having all your
investors enter into such an agreement with you. With respect to investors who do not opt
to enter into a purchase agreement, explain how such transactions would be processed.
Please contact Sean Healy at 202-551-5586 or Dorrie Yale at 202-551-8776 with
any questions.
FirstName LastNameOliver Schacht
Comapany NameOpGen, Inc.
December 21, 2022 Page 2
FirstName LastName
Oliver Schacht
OpGen, Inc.
December 21, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Peter Jaslow, Esq.