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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those enumerated above.
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However, as part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to
applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of the Issuer, other stockholders of the Issuer or other third parties regarding
such matters.
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 491,927 shares of Common Stock of which 131,153 of the 491,927 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 7.8% 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 Purchaser.
(b) Each of the Reporting Persons has the power to vote or direct the vote of the 360,774 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. None 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) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended by inserting the following paragraphs
at the end thereof:
On June 11, 2018, OpGen, Inc. (the “Company” or “OpGen”) executed an Allonge (the “Allonge”) to
its Second Amended and Restated Senior Secured Promissory Note, dated June 28, 2017, with a principal amount of $1,000,000 (the “Note”) issued to Merck Global Health Innovation Fund, LLC (“MGHIF”). The Allonge modified
the Note to (1) provide that accrued and unpaid interest of $285,512.22 due as of July 14, 2018, the original maturity date, will be paid through the issuance of shares of OpGen’s common stock in a private placement transaction; and
(2) revision and extension of the maturity date for payment of the Note to six semi-annual payments of $166,666.67 plus accrued and unpaid interest beginning on January 2, 2019 and ending on July 1, 2021 (the “Final Maturity
Date”). The number of shares of common stock issued was determined after July 14, 2018 based on the
30-day
average volume-weighted closing price of OpGen’s common stock, and issued on
July 30, 2018. The interest rate remains at 10%, subject to increase to 15% upon an event of default. The Note is secured by all of the assets, including intellectual property, of the Company.