OPGEN INC 8-K

What Happened
OpGen, Inc. announced it entered into and completed a Share Sale Agreement on December 1, 2025 to acquire all issued and outstanding shares of Sun Investment Enterprises Limited, the holding company that owns iCapX Sdn. Bhd., a Malaysian cap‑table management fintech. The purchase price was $12,278,703.08, to be paid through issuance of 2,028,867 OpGen common shares at $6.052 per share (expected to be issued on or about January 20, 2026). The seller is AEI Capital Ltd., a British Virgin Islands entity that is OpGen’s controlling stockholder. The agreement includes customary representations, warranties and covenants.

Key Details

• Purchase price: $12,278,703.08.
• Consideration: 2,028,867 OpGen common shares at $6.052 per share (issuance expected ~Jan 20, 2026).
• Closing/completion date: December 1, 2025.
• Seller: AEI Capital Ltd., the Company’s controlling stockholder; target: Sun Investment Enterprises Ltd., owner of iCapX Sdn. Bhd. (cap‑table management fintech in Malaysia).

Why It Matters
This is a material acquisition that brings a cap‑table management fintech (iCapX) into OpGen’s holdings and was paid with equity rather than cash, increasing OpGen’s outstanding shares by 2,028,867 when issued. Because the seller is the company’s controlling stockholder, this is a related‑party transaction disclosed as material in the 8‑K. Retail investors should note the purchase price, the dilution from the share issuance, the expected issuance timing (around January 20, 2026), and watch OpGen’s future filings for integration updates and any changes to share count.