Sec Form 13D Filing - Merck Global Health Innovation Fund LLC filing for OPGEN INC (OPGN) - 2019-11-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

OPGEN, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

68373L307

(CUSIP Number)

William Taranto, President

Merck Global Health Innovation Fund, LLC

One Merck Drive

Whitehouse Station, NJ 08889

908-423-6551

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

October 28, 2019

(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 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).

Introductory Note

This Amendment No. 6 (“Amendment No. 6”) amends the statement on Schedule 13D originally filed on July 23, 2015, and amended by prior amendments 1-5 (the “Schedule 13D”).

This Amendment No. 6 is being filed to report a decrease in the Reporting Persons beneficial ownership in the Company due to an increase in the Company’s issued and outstanding shares resulting primarily from the Company’s consummation of public offerings (i) on March 29, 2019 of 450,000 share of common stock and (ii) on October 28, 2019 of (a) 2,590,170 units (“Units”), with each Unit being comprised of one share of the Company’s common stock, par value $0.01 per share, and one common warrant to purchase one share of common stock (the “Warrants”) and (b) 2,109,830 pre-funded units (“Pre-Funded Units”), with each Pre-Funded Unit being comprised of one pre-funded warrant (collectively, the “Pre-Funded Warrants”) to purchase one share of common stock and one Warrant. ‘

On August 28, 2019, the Company effected a reverse split of their authorized and outstanding common stock at a ratio of one for twenty. All historical share amounts reflected in this report have been adjusted to reflect the reverse stock split.

Amendment No. 6 represents the final amendment to Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the shares of common stock, $0.01 par value per share (the “Common Stock”), of OpGen, Inc., a Delaware corporation (the “Issuer” or “Company”). The Company’s principal executive offices are located at 708 Quince Orchard Road, Suite 160, Gaithersburg, MD 20878.

Item 2. Identity and Background.

This Schedule 13D is being filed by Merck Global Health Innovation Fund, LLC (“MGHIF”), Merck Sharp & Dohme Corp. (“MSD”) and Merck & Co., Inc. (“Merck” and, together with MGHIF and MSD, the “Reporting Persons”).

Attached as Schedule A hereto is certain information concerning the executive officers and directors of MGHIF, MSD and Merck.

Merck is a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies, and animal health products, which it markets directly and through its joint ventures. MSD is a wholly owned subsidiary of Merck, and is also a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies and animal health products, which it markets directly and through its joint ventures. MGHIF is a wholly owned subsidiary of MSD and is principally engaged in the business of investing in healthcare companies outside of its parent’s core operations.

MGHIF is a Delaware limited liability company. MSD is a New Jersey corporation. Merck is a New Jersey corporation.

The address of the principal executive offices of the MGHIF is One Merck Drive, Whitehouse Station, NJ 08889. The address of the principal offices of MSD is One Merck Drive, Whitehouse Station, NJ 08889. The address of the principal offices of Merck is 2000 Galloping Hill Road, Kenilworth NJ 07033.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person 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 of any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated in its entirety as follows:

(a) The Reporting Persons may be deemed to beneficially own 24,597 shares of Common Stock of which 6,558 of the 24,597 shares of Common Stock represent shares that MGHIF has the right to acquire from the Issuer pursuant to Warrants. The Common Stock voting rights represent 0.44% of the total number of shares of common stock treated as outstanding for purposes of such vote. The ownership percentages set forth in this Schedule 13D is based on information provided by the Issuer. As a result of their direct and indirect ownership of MGHIF, each of MSD and Merck may be deemed to share the Common Stock voting rights held in the name of the MGHIF.

(b) Each of the Reporting Persons has the power to vote or direct the vote of the 18,039 votes that may be cast in actions taken by common stockholders as a result of the shares of Common Stock held in the name of the MGHIF. Each of the Reporting Persons has sole or shared power to direct the disposition of any shares of Common Stock.

(c) To the best knowledge of the Reporting Persons, none of the Reporting Persons nor the individuals named in Schedule A to this Schedule 13D has effected a transaction in shares of the Issuer during the past 60 days.

(d) Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ securities.

(e) The Reporting Persons have ceased to be the beneficial owners of more than five percent of the Company’s Common Stock based on the number of shares of Common Stock outstanding as reported by the Company as of November 14, 2019.

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 27^th day of November, 2019.

SCHEDULE A

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of each of the Reporting Persons is set forth below.

MERCK GLOBAL HEALTH INNOVATION FUND, LLC

EXECUTIVE OFFICERS AND DIRECTORS

MERCK SHARP & DOHME CORP.

EXECUTIVE OFFICERS AND DIRECTORS

MERCK & CO., INC.

EXECUTIVE OFFICERS

MERCK & CO., INC.

DIRECTORS