OpGen (OPGN) prolongs $9.0M stock sale deal, President Lazar to resign

Rhea-AI Filing Summary

OpGen, Inc. extended its existing equity financing arrangement with AEI Capital Ltd. The company originally entered a Securities Purchase Agreement allowing it to sell shares of common stock with an aggregate value of up to $3.0 million, later amended to permit two additional tranches of $3.0 million each, for a total of $9.0 million, and to extend sales through December 31, 2025. A new Supplemental Letter dated December 17, 2025 further extends OpGen’s ability to sell common stock under this agreement until December 31, 2026. These shares may be sold without registration in reliance on Section 4(a)(2) of the Securities Act and Regulations D and S as sales to accredited investors and under similar state law exemptions.

Separately, on December 18, 2025, David Lazar notified OpGen of his resignation as President, effective January 8, 2026. His resignation is stated not to result from any disagreement regarding the company’s operations, policies, or practices.

Insights

Capital structure and financing analyst

OpGen extends a $9.0M unregistered equity financing facility through 2026.

OpGen’s agreement with AEI Capital Ltd. allows sales of common stock with an aggregate value of up to $9.0 million. The latest Supplemental Letter dated December 17, 2025 pushes the timeframe for these potential sales out to December 31, 2026. This builds on the original $3.0 million facility and a prior amendment adding two more $3.0 million tranches.

The shares may be sold without registration in reliance on Section 4(a)(2) and Regulations D and S as sales to accredited investors and under similar state law exemptions. Any future use of this facility would involve issuing additional common stock, with actual impact depending on how much of the $9.0 million capacity OpGen elects to draw.

Corporate governance and leadership analyst

OpGen’s President David Lazar will resign in early January 2026.

On December 18, 2025, David Lazar notified OpGen that he will resign as President effective January 8, 2026. The company states that his resignation was not due to any disagreement on operations, policies, or practices. That wording typically signals a standard leadership change rather than a disclosed dispute.

The filing does not detail succession plans or changes to responsibilities beyond noting that Christian-Laurent Benoit Bonte signs as Chief Executive Officer. Future disclosures may further describe how executive roles are allocated following Lazar’s departure.

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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

December 17, 2025
Date of Report (date of earliest event reported)

OPGEN, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-37367		06-1614015
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

23219 Stringtown Road, Suite 300
Clarksburg, MD 20871
(Address of principal executive offices)(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		OPGN		OTC Markets Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on August 22, 2024, OpGen, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AEI Capital Ltd. (the “Purchaser”), pursuant to which the Company had the right, in its discretion, to sell to the Purchaser, at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share (the “Shares”), of the Company having an aggregate value of up to $3.0 million (the “Financing”). On October 3, 2024, the Company and the Purchaser entered into a First Amendment to the Purchase Agreement (the “First Amendment”). The First Amendment amended the Purchase Agreement by: (1) granting the Company the right to sell two additional tranches of common stock to the Purchaser of $3.0 million each, for an aggregate amount of $9.0 million under the Purchase Agreement; and (2) extending the Company’s ability to sell shares of common stock to the Purchaser under the Purchase Agreement until December 31, 2025. On December 17, 2025, the Company and the Purchaser entered into a Supplemental Letter to the Purchase Agreement (the “Supplemental Letter”), which amended the Purchase Agreement by extending the Company’s ability to sell shares of common stock to the Purchaser until December 31, 2026.

The foregoing description of the Supplemental Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares of common stock of the Company that may be sold under the Purchase Agreement, as amended, will be sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2025, David Lazar notified the Company of his resignation as President of the Company effective as of January 8, 2026. Mr. Lazar’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Supplemental Letter, dated December 17, 2025, by and between AEI Capital Ltd. and OpGen, Inc. relating to Securities Purchase Agreement, dated August 22, 2024, and First Amendment thereto, dated October 3, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.

Date: December 23, 2025	OpGen, Inc.
	By:	/s/ Christian-Laurent Benoit Bonte
		Name:	Christian-Laurent Benoit Bonte
		Title:	Chief Executive Officer

2

FAQ

What financing arrangement did OpGen (OPGN) extend with AEI Capital Ltd.?

OpGen extended a Securities Purchase Agreement with AEI Capital Ltd. that allows the company to sell shares of its common stock. The agreement, as amended, permits sales of up to an aggregate $9.0 million of common stock under specified tranches.

How much common stock can OpGen (OPGN) sell under the amended Securities Purchase Agreement?

The amended agreement allows OpGen to sell shares of common stock having an aggregate value of up to $9.0 million, composed of an original $3.0 million tranche plus two additional $3.0 million tranches.

Until what date can OpGen (OPGN) sell shares to AEI Capital under the amended agreement?

Under the Supplemental Letter dated December 17, 2025, OpGen’s ability to sell common stock to AEI Capital Ltd. under the Securities Purchase Agreement is extended until December 31, 2026.

Are the OpGen (OPGN) share sales to AEI Capital registered under the Securities Act?

No. The filing states that any shares of common stock sold under the Securities Purchase Agreement, as amended, will be sold without registration under the Securities Act, in reliance on Section 4(a)(2) and Regulations D and S as sales to accredited investors, and similar state law exemptions.

Who is resigning from OpGen (OPGN) and when is the resignation effective?

David Lazar, President of OpGen, notified the company of his resignation on December 18, 2025. His resignation is effective as of January 8, 2026.

Did David Lazar resign from OpGen (OPGN) because of a disagreement with the company?

The filing states that Mr. Lazar’s resignation as President was not the result of any disagreement with OpGen regarding its operations, policies, or practices.

Who is currently identified as OpGen’s Chief Executive Officer in this disclosure?

The signature block identifies Christian-Laurent Benoit Bonte as OpGen’s Chief Executive Officer as of the date of the report.