Filing Details

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

OPGEN, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68373L109

(CUSIP Number)

jVen Capital, LLC

P.O. Box 60207

Potomac, MD 20859

Attention:  Evan Jones

Telephone: 301-299-2088

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 68373L109

 

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D (“Amendment”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”), of OpGen, Inc., a Delaware corporation (the “Company”).  The Company’s principal executive offices are located at 708 Quince Orchard Road, Suite 205, Gaithersburg, MD 20878.

This Amendment amends the Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2015 and amended on May 19, 2016, by furnishing the information set forth below.

Item 2. Identity and Background

(a) - (c) This Amendment is filed by jVen Capital, LLC. (“jVen Capital”) and Evan Jones. Mr. Jones is sometimes referred to in this Schedule 13D as a “Reporting Person.” The principal business address of each Reporting Person is P.O. Box 60207 Potomac, MD 20859. The principal business of jVen Capital is venture capital investments. Mr. Jones is Chief Executive Officer and Chairman of the Board of OpGen, Inc.  Mr. Jones is also managing member of jVen Capital and, as such, may be deemed to have voting power and dispositive power over the Common Stock owned by jVen Capital. None of the Reporting Persons is considered to be part of a group, and this Schedule 13D has been filed by the Reporting Persons as a joint filing pursuant to Rule 13d–1(k)(1) promulgated by the SEC under the Securities Exchange Act of 1934, as amended.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) jVen Capital is a Delaware corporation. Mr. Jones is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is supplemented as follows:

On July 18, 2017, pursuant to a public offering registered on Form S-1 File No. 333-218392 (the “Public Offering”), jVen Capital purchased 1,875,000 units, at a price of $0.40 per unit (the “Units”), each Unit consisting of one share of Common Stock and one warrant to purchase one of share of Common Stock, exercisable at an exercise price of $0.425 per share of Common Stock.  The warrants are immediately exercisable and may be exercised for five years. The source of the purchase price for the Units was working capital of jVen Capital. No borrowed funds were used in the purchase of the Units. As part of the transactions, Mr. Jones entered into a lock-up agreement with the Company under which he agreed not to sell or transfer, subject to certain exceptions, shares of the Common Stock he controls for 90 days after the effective date of the registration statement on Form S-1.

Item 4. Purpose of Transaction

The description set forth in Item 3 of this Schedule 13D is incorporated herein by reference.  The Reporting Persons acquired such securities in the Company for investment purposes.

Item 5. Interest in Securities of the Issuer

(a)-(b)  The aggregate percentage of Common Stock reported owned by each person named herein is based upon 49,239,936 shares outstanding, which is the total number of Common Stock outstanding as of July 21, 2017.

As of July 21, 2017, jVen Capital beneficially owns 8,736,808 shares of Common Stock, constituting approximately 16.71% of Common Stock outstanding and warrants to purchase an aggregate 3,058,359 shares of Common Stock, which are currently exercisable, and Mr. Jones beneficially owns 9,385,948 shares of Common Stock, constituting approximately 17.77% of Common Stock outstanding, and consisting of 5,678,449 shares owned by jVen Capital, 131,156 shares owned by his spouse, warrants to purchase an aggregate 3,079,200 shares of Common Stock held by jVen Capital and by his spouse, which are currently exercisable, and exercisable stock options to acquire 497,143 shares of Common Stock held by Mr. Jones. Mr. Jones has or shares voting and dispositive power over the Common Stock owned by jVen Capital and by his spouse.

 

CUSIP No. 68373L109