Item 5.07 - Submission of Matters to a Vote of Security Holders.

On December 8, 2021, OpGen, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). The Company's stockholders voted on the proposals listed below, each of which was described in the Company's proxy statement for the Special Meeting dated October 29, 2021 (the "Proxy Statement"). At the Special Meeting, a total of 17,520,423 shares of common stock, par value $0.01 per share, out of a total of 38,950,250 shares of common stock issued and outstanding and entitled to vote, and a total of 150,000 shares of the Company's Series B Convertible Preferred Stock (the "Preferred Stock"), representing all of the issued and outstanding shares of Preferred Stock entitled to vote at the Special Meeting, each as of October 19, 2021, the record date for the Special Meeting, were represented in person or by proxy at the Special Meeting. As previously described in the Proxy Statement, each share of Preferred Stock entitled the holder to 30,000 votes on each of Proposal 1 and Proposal 2 at the Special Meeting; provided, that, with respect to Proposal 2, such votes were required to be counted by the Company in the same proportion as the aggregate shares of common stock were voted on such proposal.

The following is a summary of the voting results for the proposals voted upon at the Special Meeting:

1. Proposal 1 - Proposed Amendment to Reduce the Stockholder Vote for Amendments to the Charter. At the Special Meeting, the Company's stockholders voted upon and approved the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to reduce the stockholder approval requirement for changes to the Charter to a majority of the outstanding shares entitled to vote. The votes cast on this proposal were as follows:



4,505,398,716 votes FOR the proposal
2,019,943 votes     AGAINST the proposal
154,047 votes       ABSTAIN
9,947,717 votes     Broker Non-Votes

2. Proposal 2 - Proposed Amendment to the Charter to Increase the Authorized Shares. At the Special Meeting, the Company's stockholders voted upon and approved the amendment to the Charter to increase the authorized number of shares of capital stock from 60,000,000 to 110,000,000 shares, and the authorized number of shares of common stock from 50,000,000 to 100,000,000 shares. Of the shares of common stock voted on this proposal, approximately 79.8% voted in favor. Accordingly, approximately 79.8% of the votes represented by the shares of Preferred Stock were counted in favor of the proposal. The votes cast on this proposal were as follows:



3,603,400,209 votes FOR the proposal
854,172,830 votes   AGAINST the proposal
59,902,382 votes    ABSTAIN
2 votes             Broker Non-Votes

3. Proposal 3 - Adjournment. At the Special Meeting, the Company's stockholders voted upon and approved of an adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposal 2. Although the proposal was rendered moot because Proposal 2 was approved, the votes cast on this proposal were as follows:



13,823,223 votes FOR the proposal
3,449,792 votes  AGAINST the proposal
247,407 votes    ABSTAIN
2 votes          Broker Non-Votes


Item 8.01   -   Other Events.

On December 8, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1.




Item 9.01 -   Financial Statements and Exhibits.

(d) Exhibits



99.1     Press release dated December 8, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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