Amended Statement of Ownership (sc 13g/a)
January 16 2018 - 12:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
|
|
SCHEDULE 13G
|
|
|
|
Under the Securities
Exchange Act of 1934
|
|
(Amendment
No. 1)*
|
|
OpGen,
Inc.
|
(Name of Issuer)
|
|
Common
Stock, $0.01 par value
|
(Title of Class of Securities)
|
|
68373L109
|
(CUSIP Number)
|
|
December
31, 2017
|
(Date of event which requires filing
of this statement)
|
|
Check the appropriate box to designate
the rule pursuant to which this Schedule 13G is filed:
|
|
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
|
(Page 1 of 6 Pages)
|
*The remainder
of this cover page shall be filled out for a reporting persons 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).
CUSIP
No. 68373L109
|
13G
|
Page
2
of 6 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Empery Asset
Management, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.71%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 68373L109
|
13G
|
Page
3
of 6 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Ryan M. Lane
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.71%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 68373L109
|
13G
|
Page
4
of 6 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Martin D.
Hoe
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
|
6
|
SHARED
VOTING POWER
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
7
|
SOLE
DISPOSITIVE POWER
|
8
|
SHARED
DISPOSITIVE POWER
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,570,000
shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.71%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 68373L109
|
13G
|
Page
5
of 6 Pages
|
This Amendment
No. 1 (this
Amendment
) amends the statement on Schedule 13G filed on July 18, 2017 (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 4 and 5 in
their entirety as set forth below.
Item 4.
|
OWNERSHIP
.
|
|
|
|
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 51,964,878 shares of Common
Stock issued and outstanding as of December 18, 2017, as represented in the Companys Registration Statement on Form S-1
filed with the Securities and Exchange Commission on December 18, 2017 and assumes the exercise of the Companys 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.
|
|
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS.
|
|
|
|
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: ☒
|
CUSIP No. 68373L109
|
13G
|
Page
6
of 6 Pages
|
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 16, 2018
|
|
|
|
EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Ryan M. Lane
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
/s/
Ryan M. Lane
|
|
|
Ryan M. Lane
|
|
|
|
|
|
/s/
Martin D. Hoe
|
|
|
Martin D. Hoe
|
|
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From Apr 2024 to May 2024
OpGen (NASDAQ:OPGN)
Historical Stock Chart
From May 2023 to May 2024