SecProbe.io

CORRESP
1
filename1.htm

 Correspondence

    Peter Jaslow

    Tel: 215.864.8737

    Fax: 215.864.8999

    jaslowp@ballardspahr.com

April
27, 2023

By
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

   Attention:
  Conlon Danberg

                         Celeste Murphy

Re:  OpGen, Inc.

                                                                                Registration Statement on Form S-1, as amended

                                                                                File Number 333-271190

Ladies
and Gentlemen:

This
letter responds to the Staff’s comment letter dated April 13, 2023 to Albert Weber, the Chief Financial Officer of OpGen, Inc.
(the “Company”), regarding the above-captioned Form S-1. For your convenience, the Staff’s comments have been reproduced,
followed by the Company’s response to such comments. The Company has filed an amended and restated Registration Statement on Form
S-1 (the “Form S-1/A”) today that addresses the below comments.

Cover
Page

 1. We
                                            note your statement that "[t]here is no arrangement for funds to be received in escrow,
                                            trust or similar arrangement." Please revise your disclosure to describe the effect
                                            on investors as a result of not having made any such arrangements. Please refer to Item 501(b)(8)(iii)
                                            of Regulation S-K.

RESPONSE:
In response to the Staff’s comment, the Company will include the following disclosure in the Form S-1/A on the cover page and in
the risk factors section:

Cover
Page:

“Since
we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to
be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering.
Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities
offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive
a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus.
In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested
in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further,
any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we
would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more
information.”

Division
of Corporation Finance

United States Securities and Exchange Commission

April
27, 2023

Page
2

Risk
Factors:

“Because
there is no minimum required for the offering to close, investors in this offering will not receive a refund in the event that we do
not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.

We
have not specified a minimum offering amount nor have or will we establish an escrow account in connection with this offering. Because
there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company,
but we are unable to fulfill our objectives due to a lack of interest in this offering. Further, because there is no escrow account in
operation and no minimum investment amount, any proceeds from the sale of securities offered by us will be available for our immediate
use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. Investor funds
will not be returned under any circumstances whether during or after the offering.”

Exhibit
Index, page II-4

 2. We
                                            note that you intend to name a placement agent for the offering. Once known, please identify
                                            the name of the placement agent in a subsequent amendment. Additionally, it does not appear
                                            that your exhibit index currently includes a placeholder for a Placement Agent Agreement.
                                            Please update your exhibit index to include your Placement Agent Agreement, or advise.

RESPONSE:
The Company has included the name of its placement agent in the Form S-1/A. The Company however respectfully advises the Staff that it
does not expect that there be a placement agent agreement between the Company and the placement agent for the offering.

We
acknowledge the Company’s and its management’s responsibility for the accuracy and adequacy of the Company’s disclosures.
Please contact me at (215) 864-8737 with any questions or comments you may have regarding this response.

Very
truly yours,

/s/ Peter Jaslow

Peter
Jaslow

PJ/mbl