Item 1.01 - Entry into a Material Definitive Agreement.

On June 24, 2022, OpGen, Inc. (the "Company") entered into an At the Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") pursuant to which the Company may offer and sell from time to time in an "at the market offering," at its option, up to an aggregate of $10.65 million of shares (the "Placement Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"), through Wainwright, as sales agent (the "ATM Offering"). Pursuant to the ATM Agreement, Wainwright may sell the Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made by means of ordinary brokers' transactions on The NASDAQ Capital Market or otherwise at market prices prevailing at the time of sale or as otherwise directed by the Company.

Wainwright will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Wainwright a commission equal to three percent (3.0%) of the gross sales proceeds of any Placement Shares sold through Wainwright under the ATM Agreement, and has provided Wainwright with customary indemnification and contribution rights. The Company is not obligated to make any sales of Common Stock under the ATM Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Sales of the Placement Shares will be made pursuant to a prospectus supplement to the Company's previously filed and currently effective shelf Registration Statement on Form S-3 (File No. 333-258646). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A copy of the opinion of Ballard Spahr LLP, relating to the legality of the shares, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.




Item 1.02  - Termination of a Material Definitive Agreement.

In connection with the Company's entry into the ATM Agreement, on June 17, 2022, the Company provided notice of termination, effective June 24, 2022, of its prior Amended and Restated At the Market Offering Agreement, dated November 13, 2020 (the "Prior Agreement"), by and among the Company, Wainwright, and BTIG, LLC ("BTIG"). As previously reported, pursuant to the terms of the Prior Agreement, the Company could offer and sell shares of its common stock, par value $0.01 per share, having aggregate offering sales proceeds of up to $22.1 million (the "Shares"), through Wainwright and BTIG. As a result of the termination of the Prior Agreement, the Company replaced its existing at-the-market sales facility with the ATM Agreement, which is on substantially similar terms as the Prior Agreement. The terms of the ATM Agreement are described further in Item 1.01 of this Current Report on Form 8-K.




Item 9.01  -  Financial Statements and Exhibits.



(d) Exhibits



 Exhibit
 Number  Description

1.1 At the Market Offering Agreement, dated June 24, 2022, by and between

OpGen, Inc. and H.C. Wainwright & Co., LLC.

5.1 Opinion of Ballard Spahr LLP.

23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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