Amended Statement of Ownership (sc 13g/a)
January 15 2019 - 10:55AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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OpGen, Inc.
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(Name of Issuer)
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Common Stock,
$0.01 par value
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(Title of Class of Securities)
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68373L208
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(CUSIP Number)
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December
31, 2018
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 68373L208
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13G
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Page
2
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Empery Asset Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
330,770 shares of Common Stock issuable upon exercise
of Warrants
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
330,770 shares of Common Stock issuable upon exercise
of Warrants
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,770 shares of Common Stock issuable upon exercise
of Warrants
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.68% (See Item 4)
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 68373L208
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13G
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Page
3
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Ryan M. Lane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
330,770 shares of Common Stock issuable upon exercise
of Warrants
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
330,770 shares of Common Stock issuable upon exercise
of Warrants
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,770 shares of Common Stock issuable upon exercise
of Warrants
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.68% (See Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 68373L208
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13G
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Page
4
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Martin D. Hoe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
330,770 shares of Common Stock issuable upon exercise
of Warrants
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
330,770 shares of Common Stock issuable upon exercise
of Warrants
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,770 shares of Common Stock issuable upon exercise
of Warrants
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.68% (See Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 68373L208
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13G
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Page
5
of 6 Pages
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This Amendment No. 1 (this "
Amendment
") amends
the statement on Schedule 13G filed on February 8, 2018 (the "
Original Schedule 13G
", as amended, the "
Schedule
13G
"), with respect to shares of Common Stock, $0.01 par value (the "
Common Stock
"), of OpGen, Inc. (the
"
Company
"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth
in the Schedule 13G. This Amendment amends and restates Items 2(e), 4 and 5 in their entirety as set forth below.
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Item 2(e).
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CUSIP NUMBER:
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68373L208
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Item 4.
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OWNERSHIP
.
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The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover
page for each Reporting Person is based on 8,645,470 shares of Common Stock issued and outstanding as of November 9, 2018, as represented
in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2018 and
assumes the exercise of the Company’s reported warrants (the “
Reported Warrants
”).
The Investment Manager, which serves as the investment manager to
the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants held
by the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with
the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock underlying
the Reported Warrants held by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting
Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the
Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]
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CUSIP No. 68373L208
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13G
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Page
6
of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: January 15, 2019
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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By: _
/s/ Ryan M. Lane
___________________
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Name: Ryan M. Lane
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Title: Managing Member
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_
/s/ Ryan M. Lane
______________________
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Ryan M. Lane
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_
/s/ Martin D. Hoe
______________________
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Martin D. Hoe
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