Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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OPGEN INC (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
68373L406 (CUSIP Number) |
William Barnett 60 Kavenish Dr., Rancho Mirage, CA, 92270 (442) 274-7571 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/08/2024 (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).
SCHEDULE 13D
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| CUSIP No. | 68373L406 |
| 1 |
Name of reporting person
Tan Honjian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,566,494.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The securities are held of record by AEI Capital Ltd (the Reporting Person), a wholly owned subsidiary of AEI Capital Group Sdn. Bhd. John Tan Honjian, a director and CEO of AEI Capital Ltd, owns 80 percent of AEI Capital Group Sdn. Bhd. Mr. Tan shares beneficial ownership of the securities held on record by AEI Capital Ltd.
SCHEDULE 13D
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| CUSIP No. | 68373L406 |
| 1 |
Name of reporting person
AEI Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if discl
osure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,566,494.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The securities are held of record by AEI Capital Ltd (the Reporting Person), a wholly owned subsidiary of AEI Capital Group Sdn. Bhd. John Tan Honjian, a director and CEO of AEI Capital Ltd, owns 80 percent of AEI Capital Group Sdn. Bhd. Mr. Tan shares beneficial ownership of the securities held on record by AEI Capital Ltd.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
OPGEN INC |
| (c) | Address of Issuer's Principal Executive Offices:
23219 Stringtown Road, Suite 300, Clarksburg,
MARYLAND
, 20871. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by AEI Capital Ltd ("AEI"), a wholly owned subsidiary of AEI Capital Group Sdn. Bhd. and by John Tan Honjian, a director and CEO of AEI Capital Ltd and owner of 80 percent of AEI Capital Group Sdn. Bhd. Mr. Tan shares beneficial ownership of the securities held on record by AEI Capital Ltd. The persons named in this paragraph are sometimes referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons". |
| (b) | AEI's principal business address is PO Box 4342 Road Town, Tortola, British Virgin Islands. |
| (c) | The Reporting Person is a British Virgin Islands company. |
| (d) | The Reporting Persons have not been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, 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) | The Reporting Persons are citizens of Malaysia and an entity incorporated in British Virgin Islands, respectively. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The 6,566,494 Shares were converted from 2,736,039 shares of Series E Convertible Preferred Stock which were purchased by the Reporting Persons with own funds pursuant to a securities purchase agreement, dated as of August 30, 2024, by and between David Elliot Lazar, an individual and the Reporting Person (the "SPA"), wherein the Reporting Persons directly purchased 550,000 shares of Series E Convertible Preferred Stock and the rights to subscribe a further 2,450,000 Series E Convertible Preferred Stock from the Company for USD2,450,000 as further described in Item 6. | |
| Item 4. | Purpose of Transaction |
The Reporting Person purchased the Shares based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease his position in the Issuer through among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.The Reporting Person does not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs a-j of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with the completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including without limitation, engaging in additional communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Shares reported owned by each person named herein is based upon 8,989,002 shares of Common Stock outstanding, which is the total number of Shares outstanding as of September 11, 2024, as disclosed by the Issuer's Transfer Agent.As of the close of business on September 11, 2024, the Reporting Person beneficially owned 6,566,494 Shares.Approximately 73% |
| (b) | 1. Sole power to vote or direct vote: -0-2. Shared power to vote or direct vote:6,566,4943. Sole power to dispose or direct the disposition: -0-4. Shared power to dispose or direct the disposition: 6,566,494 |
| (c) | The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6. |
| (d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On August 30, 2024, Mr. David Elliot Lazar entered into the SPA with the Reporting Person, pursuant to which the Reporting Person will acquire an aggregate of 550,000 shares of Series E Convertible Preferred Stock and the rights to purchase an additional 2,450,000 shares of Series E Preferred Stock. After the Closing, between August 5 and August 27, 2024, the Reporting Persons converted 2,736,039 shares of Series E Convertible Preferred Stock into 6,566,494 shares of common stock and it subsequently sold 263,961 shares of Series E Convertible Preferred Stock to a third party, which was converted to 633,506 shares of common stock. | |
| Item 7. | Material to be Filed as Exhibits. |
The joint Filing Agreement is attached hereto as Exhibit A. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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