UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
OpGen, Inc.
(Name of Issuer)
Common Stock $0.01 par value
(Title of Class of Securities)
68373L307
(CUSIP Number)
Oliver Schacht, Ph.D., Max-Eyth-Str.42
71088 Holzgerlingen, Germany
+49 (0)7031 49195-12
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
May 7, 2020
(Date of Event Which Requires Filing of This Statement)
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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
disclosures provided in a prior cover page
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The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "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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1
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NAMES OF REPORTING PERSONS
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Curetis N.V. in Liquidation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 *
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0 *
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 *
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.00%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* See Item 5 of this statement on this Amendment to the Statement of Beneficial Ownership on Schedule 13D.
2
This Amendment No. 3 to the Statement of Beneficial Ownership on Schedule 13D (the “Amendment No. 3”) amends and supplements the Statement of Beneficial
Ownership on Schedule 13D originally filed by Curetis N.V. in Liquidation on April 13, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on
April 21, 2020 (“Amendment No. 1”) and Amendment No. 2 filed on April 24, 2020 (“Amendment No. 2”). Except as amended and supplemented by this Amendment No.3, the
Original Schedule 13D remains in effect. Except as otherwise indicated, capitalized terms used herein shall have the meanings ascribed to them in the Original Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration.
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On May 7, 2020, the Reporting Person transferred 1,622,549 shares of Common Stock to the shareholders of the Reporting Person pursuant to the dissolution of the
Reporting Person. The Reporting Person sold the remaining 19 shares of Common Stock on the open market for a total of $41.80.
| Item 4. |
Purpose of the Transaction.
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On April 1, 2020, the Issuer completed its business combination transaction with the Reporting Person pursuant to the implementation agreement dated as of September 4, 2019 (the “Implementation Agreement”), entered into by and among the Issuer, the Reporting Person and Crystal GmbH, a private limited liability company (Gesellschaft mit beschränkter
Haftung) organized under the laws of the Federal Republic of Germany and a wholly owned subsidiary of the Issuer.
Pursuant to the Implementation Agreement, the Reporting Person received 2,028,208 shares of Common Stock in consideration of the sale and transfer of all of its shares in Curetis GmbH, a private
limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and certain other assets and liabilities of the Reporting Person.
Between April 17, 2020 and April 23, 2020, the Reporting Person sold 405,640 shares of Common Stock on the open market for a total of $954,464.61 to satisfy remaining obligations and liabilities
of the Reporting Person.
On April 2, 2020, the Reporting Person registered with the Netherlands Chamber of Commerce for dissolution of the legal entity. On May 7, 2020, the Reporting Person transferred 1,622,549 shares
of Common Stock to the shareholders of the Reporting Person pursuant to the dissolution of the Reporting Person. The Reporting Person sold the remaining 19 shares of Common Stock on the open market for a total of $41.80.
| Item 5. |
Interest in Securities of the Issuer.
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| (a) |
As a result of the transfer and sale of Common Stock on May 7, 2020, the Reporting Person does not have, and may not be deemed to have, beneficial ownership of any shares of Common Stock.
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| (b) |
As a result of the transfer and sale of Common Stock on May 7, 2020, the Reporting Person does not have any voting or dispositive power with respect to any shares of Common Stock.
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| (c) |
Except as otherwise disclosed in Item 3 and Item 4 of this Amendment No. 3, which is incorporated herein by reference, the Reporting Person has not effected any transactions in the Common Stock during the past
sixty days. To the knowledge of the Reporting Person, none of the liquidators and members of the supervisory board of the Reporting Person listed in Annex A to the Schedule 13D effected any transactions in the Common Stock during the past
sixty days.
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| (d) |
Not applicable.
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| (e) |
On May 7, 2020, the Reporting Person ceased to be a beneficial owner of five percent or more of the Common Stock.
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| Item 7. |
Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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1
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Implementation Agreement, dated as of September 4, 2019, by and among Curetis N.V., as Seller, and Crystal GmbH, as Purchaser and OpGen, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K
filed with the SEC on September 4, 2019)
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3
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: May 11, 2020
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CURETIS N.V. IN LIQUIDATION
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By:
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/s/ Oliver Schacht | |
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Name: Oliver Schacht
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Title: Liquidator
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By:
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/s/ Johannes Bacher | |
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Name: Johannes Bacher
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Title: Liquidator
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By:
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/s/ Achim Plum | |
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Name: Achim Plum
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Title: Liquidator
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4