Exhibit 4.13


 


 


 


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934


The following description
sets forth certain material terms and provisions of the securities of OpGen Inc. (the “Company,” “we,”
“us” and “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). This description also summarizes relevant provisions of Delaware General Corporation Law (the
“DGCL”). The following summary does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the applicable provisions of the DGCL and our certificate of incorporation and our by-laws, copies of which are
incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.13 is a part. We encourage you
to read our certificate of incorporation, our by-laws and the applicable provisions of the DGCL for additional information.


Our common stock,
par value $0.01 per share, trading symbol OPGN is registered under Section 12(b) of the Exchange Act.


Authorized Capital Stock


As of December 31,
2020, our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares
of preferred stock, par value $0.01 per  share, of which 7,690,572 shares are available for future issuance. As of March
26, 2021, 38,266,482 shares of our common stock are issued and outstanding.


Common Stock


The holders of our
common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of
our common stock do not have any cumulative voting rights. The Board of Directors are elected to a one year term; the Company does
not have a staggered board. Holders of our common stock are entitled to receive ratably any dividends declared by the Board of
Directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred
stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund
provisions.


In the event of
our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining
after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock.


Registration Rights


Investors’ Rights Agreement


Under the Third
Amended and Restated Investors’ Rights Agreement, dated as of December 18, 2013, among the Company and certain investors,
or the investors’ rights agreement, we granted registration rights to the holders of shares acquired prior to our initial
public offering, or their permitted transferees. These rights are provided under the terms of the investors’ rights agreement,
and include demand registration rights, short-form registration rights and piggyback registration rights. All fees, costs and expenses
of underwritten registrations will be borne by us and all selling expenses, including underwriting discounts and selling commissions,
will be borne by the holders of the shares being registered. The investors’ rights agreement contains customary cross-indemnification
provisions, under which we are obligated to indemnify holders of registrable shares in the event of material misstatements or omissions
in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions
attributable to them. The registration rights granted under the investors’ rights agreement will terminate at the earlier
of the closing of a deemed liquidation event and when all of the holders of registrable securities are eligible to be sold without
restrictions under Rule 144 promulgated under the Securities Act within any 90-day period.






    	  





    	 



    

 


Bridge Financing Registration Rights


In connection with
a bridge financing transaction, the Company entered into a registration rights agreement with jVen Capital and with Merck Global
Health Innovation Fund (“MGHIF”), pursuant to which the investors were granted certain demand registration rights and
piggyback registration rights in connection with subsequent registered offerings of the Company’s common stock. The registrable
securities include the shares of common stock underlying the warrants issued to jVen Capital and to MGHIF under the terms of bridge
financing promissory notes issued and repaid in 2017.


Anti-Takeover Effects of Our Certificate of Incorporation,
Bylaws and Delaware Law


Our certificate
of incorporation and bylaws include a number of provisions that may have the effect of delaying, deferring or preventing another
party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals
to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items
described below.


Meetings of Stockholders


Our certificate
of incorporation and bylaws provide that only the Chair of the Board, the Chief Executive Officer or a majority of the members
of our board of directors then in office may call special meetings of stockholders and only those matters set forth in the notice
of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws limit the business that
may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.


Advance Notice Requirements


Our bylaws establish
advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors
or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals
must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to
the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content
of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders
at an annual or special meeting.


Amendment to Certificate of Incorporation and Bylaws


Any amendment of
our certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our
certificate of incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment,
except that the amendment of the provisions relating to stockholder action, board composition, limitation of liability and the
amendment of our certificate of incorporation must be approved by not less than 66 2/3% of the outstanding shares entitled to vote
on the amendment, and not less than 66 2/3% of the outstanding shares of each class entitled to vote thereon as a class. Our bylaws
may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the
bylaws; and may also be amended by the affirmative vote of at least 66 2/3% of the outstanding shares entitled to vote on the amendment,
or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of
the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.


Undesignated Preferred Stock


Our board of directors
has the authority, without further action by our stockholders, to issue from time to time 7,690,572 shares of preferred stock
in one or more series. The existence of authorized but unissued shares of preferred stock may enable our board of directors to
discourage an attempt to  obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example,
if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not
in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder
approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer
or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors
broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares
of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common
stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the
effect of delaying, deterring or preventing a change in control of us.






    	  





    	 



    

 


Exclusive Jurisdiction for Certain Actions


Our certificate of incorporation provides
that, once our common stock is a “covered security,” unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or
other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware
General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us governed
by the internal affairs doctrine. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against
our directors and officers. The enforceability of similar exclusive forum provisions in other companies’ certificates of
incorporation has been challenged in legal proceedings, and it is possible that a court could rule that this provision in our certificate
of incorporation is inapplicable or unenforceable. In addition, this exclusive forum provision is intended to apply to claims arising
under Delaware state law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or
any other claim for which the federal courts have exclusive jurisdiction. To the extent the provision could be construed to apply
to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and our stockholders will
not be deemed to have waived compliance with federal securities laws and the rules and regulations thereunder. 


Section 203 of the Delaware General Corporation Law


We are subject to the provisions of Section
203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging
in a “business combination” with an “interested stockholder” for a three-year period following the time
that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under
Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of
the following conditions:


	 	·	before the stockholder became interested, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;


 


	 	·	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or


 


	 	·	at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.




Section 203 defines a business combination to include:


	 	·	any merger or consolidation involving the corporation and the interested stockholder;


 


	 	·	any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;


 


	 	·	subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;


 


 






    	  





    	 



    

 


	 	·	subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and


 


	 	·	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.


 In general, Section 203 defines
an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation
and any entity or person affiliated with or controlling or controlled by the entity or person.


Listing


Our common stock is listed on the Nasdaq
Capital Market under the symbol “OPGN”.


Transfer Agent and Registrar


The transfer agent and registrar for
our common stock is Philadelphia Stock Transfer, Inc. The transfer agent’s address is 2320 Haverford Rd., Suite 230, Ardmore,
PA 19003.