Item 2.02 Results of Operations and Financial Condition
On November 10, 2022, OpGen, Inc. (the "Company") issued a press release
announcing its financial results for the third quarter ended September 30, 2022.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2022, the Board of Directors of the Company (the "Board") elected
Yvonne Schlaeppi as a member of its Board of Directors. The Board also confirmed
that Ms. Schlaeppi is an independent director under applicable standards,
including Nasdaq corporate governance standards. Her term as a director began on
November 8, 2022.
Since 2011, Ms. Schlaeppi has served as a Managing Partner of Stratevise LLC, an
international strategic advisory firm that she cofounded. From 2016 through its
going private in 2019, Ms. Schlaeppi served on the board of directors of
Stallergenes Greer plc, a pharmaceutical company traded on the Euronext Paris
exchange. From 2014 to 2015, Ms. Schlaeppi served on the boards of directors of
allergy immunotherapy companies, Ares Allergy Holdings Inc. and Greer
Laboratories, Inc. Since 2018, Ms. Schlaeppi has been a director of AstroNova,
Inc., a Nasdaq-listed industrial company, which applies data visualization
technologies to its hardware and software products for the aerospace and
defense, packaging and product identification, and electronic signal data test
and measurement sectors, as well as Chair of its Nominating and Governance
Committee and a member of its Audit Committee. Since 2015, Ms. Schlaeppi has
been a member of the External Advisory Council to the Channing Division of
Network Medicine of Brigham and Women's Hospital in Boston. Ms. Schlaeppi has
been recognized as Directorship Certified by the National Association of
Corporate Directors ("NACD") in 2022 and, from 2017 to 2022, has been recognized
annually as a Board Leadership Fellow by the NACD. Prior to founding Stratevise,
Ms. Schlaeppi served as General Counsel at Global Enterprise Technologies,
Passport & ID, a high-security document printing solutions provider and systems
integrator from 2007 to 2011 and as Executive Vice President, General Counsel
and Corporate IP Officer at Organon BioSciences, a global pharmaceutical, animal
health and biotech group based in the Netherlands, from 2006 until its sale in
2007. From 1999 to 2006, Ms. Schlaeppi was a partner at the Boston-based law
firm of Palmer & Dodge LLP, where she served as Chairperson of that firm's
International Practice Group. From 1995 to 1998 Ms. Schlaeppi served in senior
positions at Johnson Controls, Inc., a NYSE-listed diversified industrial
company, including as General Counsel Europe. The Company believes that Ms.
Schlaeppi's extensive experience in life sciences, as well as international
business and corporate governance, qualify her to serve on the Company's Board
of Directors.
In light of her prior experience with audit-, risk- and governance-related
matters, the Board also appointed Ms. Schlaeppi to the Company's Audit
Committee.
The Company entered into an indemnification agreement with Ms. Schlaeppi in the
form previously approved by the Board.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Indemnification Agreement between the Registrant and each of its
directors and executive officers (incorporated by reference to Exhibit
10.2 of Form S-1, File No. 333-202478, filed on March 3, 2015).
99.1 Press release dated November 10, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
The information included in Item 2.02 herein and in Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
("Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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