WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

OPGEN, INC.

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

68373L109

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(CUSIP Number)

Versant Ventures III, LLC

Robin L. Praeger

One Sansome Street, Suite 3630

San Francisco, CA 94104

415-801-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 4, 2015

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(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 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.

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).

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by Versant Ventures III, LLC (“VVIII-LLC”), Versant Venture Capital III, L.P. (“VVC-III”), Versant Side Fund III, L.P. (“VSF-III”), Brian G. Atwood (“Atwood”), Bradley J. Bolzon (“Bolzon”), Samuel D. Colella (“Colella”), Ross A. Jaffe (“Jaffe”), William J. Link (“Link”), Barbara N. Lubash (“Lubash”), Donald B. Milder (“Milder”), Robin L. Praeger (“Praeger”), Rebecca B. Robertson (“Robertson”) and Charles M. Warden (“Warden” and, with VVIII-LLC, VVC-III, VSF-III, Atwood, Bolzon, Colella, Jaffe, Link, Lubash, Milder, Praeger and Robertson, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF‑III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares of common stock, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares and currently exercisable warrants are held by VVC-III. Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares held by VVC-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,135,621 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to purchase 417,274 shares, which are currently exercisable. 

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) These shares and currently exercisable warrants are held by VSF-III. Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares held by VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 10,720,812 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to purchase 2,465 shares, which are currently exercisable. 

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2) Includes currently exercisable warrants to acquire an aggregate 419,739 shares of common stock.  Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares and currently exercisable warrants held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3) The percentages used herein are calculated based upon 11,138,086 shares, including 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015 and warrants to acquire an aggregate 419,739 shares, which are currently exercisable.

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CUSIP No. 68373L109

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”), of OpGen, Inc., a Delaware corporation (the “Company”).  The Company’s principal executive offices are located at 708 Quince Orchard Road, Suite 160, Gaithersburg, MD 20878.

Item 2. Identity and Background

(a) This Schedule 13D is filed by Versant Ventures III, LLC (“VVIII-LLC”), Versant Venture Capital III, L.P. (“VVC-III”), Versant Side Fund III, L.P. (“VSF-III”), Brian G. Atwood (“Atwood”), Bradley J. Bolzon (“Bolzon”), Samuel D. Colella (“Colella”), Ross A. Jaffe (“Jaffe”), William J. Link (“Link”), Barbara N. Lubash (“Lubash”), Donald B. Milder (“Milder”), Robin L. Praeger (“Praeger”), Rebecca B. Robertson (“Robertson”) and Charles M. Warden (“Warden” and, with VVIII-LLC, VVC-III, VSF-III, Atwood, Bolzon, Colella, Jaffe, Link, Lubash, Milder, Praeger and Robertson, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(b) The principal business and principal business office of the Reporting Persons is Versant Ventures, One Sansome Street, Suite 3630, San Francisco, CA 94104.

(c) The principal business of the Reporting Persons is venture capital investments. Each of the individuals serves as a managing director of VVIII-LLC, which is the general partner of VVC-III and VSF-III.

(d) During the last five years, none of the Reporting Persons has been has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were 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) Each of VVIII-LLC, VVC-III and VSF-III are organized in the State of Delaware and each of the individuals, except for Bolzon is a citizen of the United States. Bolzon is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration

Prior to May 8, 2015, VVC-III owned the following securities of the Company: (i) 72,166 shares of Common Stock; (ii) 1,153,229 shares of the Company’s Series A Redeemable Convertible Preferred Stock (the “Series A Stock”), (iii) 2014 Convertible Notes (the “2014 Notes”), which are convertible into shares of Series A Stock at a conversion rate of one share of Series A Stock for every $1.00 of principal, (iv) 2015 Convertible Notes (the “2015 Notes”), which are convertible into Series A Stock at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal, and (v) 6,368 warrants exercisable into shares of the Company’s Common Stock at a price of $7.91 per share. Each share of Series A Stock automatically converts to Common Stock on a 1-to-1 basis upon the consummation of an IPO

Prior to May 8, 2015, VSF-III  owned the following securities of the Company: (i) 427 shares of Common Stock; (ii) 6,810 shares of the Company’s Series A Redeemable Convertible Preferred Stock (the “Series A Stock”), (iii) 2014 Convertible Notes (the “2014 Notes”), which is  convertible into shares of Series A Stock at a conversion rate of one share of Series A Stock for every $1.00 of principal, (iv) 2015 Convertible Notes (the “2015 Notes”), which is convertible into Series A Stock at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal, and (v) 39 warrants exercisable into shares of the Company’s Common Stock at a price of $7.91 per share.  Each share of Series A Stock automatically converts to Common Stock on a 1-to-1 basis upon the consummation of an IPO.

On May 4, 2015, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) by the Company (File No. 333-202478) (the “Registration Statement”) in connection with its initial public offering of 2,850,000 units, each of which consists of one share of the Company’s Common Stock, and one warrant to purchase one additional share of the Company’s Common Stock (the “IPO”) was declared effective. The IPO was consummated on May 8, 2015.

Upon consummation of the IPO, (i) 1,153,229 shares of the Series A Stock held by VVC-III automatically converted into 1,153,229 shares of Common Stock, (ii) $402,348 of 2014 Notes held by VVC-III converted into 402,348 shares of Series A Stock, which automatically converted into 402,348 shares of Common Stock, and (iii) $400,452 of 2015 Notes held by VVC-III converted into 500,565 shares of Series A Stock, which automatically converted into 500,565 shares of Common Stock. Prior to the IPO, VVC-III acquired the Series A Stock and the Notes from the Company in a series of private transactions.

 

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Upon consummation of the IPO, (i) 6,810 shares of the Series A Stock held by VSF-III automatically converted into 6,810 shares of Common Stock, (ii) $2,377 of 2014 Notes held by VSF-III converted into 2,377 shares of Series A Stock, which automatically converted into 2,377 shares of Common Stock, and (iii) $2,366 of 2015 Notes held by VSF-III converted into 2,957 shares of Series A Stock, which automatically converted into 2,957 shares of Common Stock. Prior to the IPO, VSF-III acquired the Series A Stock and the Notes from the Company in a series of private transactions.

Additionally, on May 8, 2015, VVC-III  purchased units in the IPO, at a price of $6.00 per unit consisting of 410,906 shares of Common Stock and warrants to purchase 410,906 shares of Common Stock, and VSF-III purchased units in the IPO, at a price of $6.00 per unit, consisting of 2,426 shares of Common Stock and warrants to purchase 2,426 shares of Common Stock.  The warrants are immediately exercisable.

Item 4. Purpose of Transaction

The description set forth in Item 3 of this Schedule 13D is incorporated herein by reference.  VVC-III and VSF-III acquired such securities in the Company for investment purposes.

Item 5. Interest in Securities of the Issuer

(a)-(b) The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of May 8, 2015:

 

(1)

VVC-III also beneficially owns currently exercisable warrants to acquire an aggregate of 417,274 shares of the Company’s Common Stock, and VSF‑III  also beneficially owns currently exercisable warrants to acquire an aggregate of 2,465 shares of the Company’s Common Stock.

(2)

Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares held by VVC-III and VSF-III. Each of Atwood, Jaffe, Colella, Milder, Robertson, Bolzon, Link, Warden, Praeger and Lubash disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

(3)

The percentages used herein are calculated based upon 10,718,347 shares issued and outstanding as of April 28, 2015, as reported in the Company’s final prospectus filed with the SEC on May 5, 2015.

(c)  Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.

(d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.

(e)  Not applicable.

 

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In connection with the IPO, VVC-III, VSF-III and Atwood each entered into a lock-up agreement (each a “Lock-up Agreement”) pursuant to which each agreed, subject to certain exceptions, not to offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer any units, shares of Common Stock, warrants to purchase Common Stock or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, units, Common Stock or any other equity security of the Company for 180 days after the effectiveness of the Registration Statement. The description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, which is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

1.	Joint Filing Agreement

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  May 14, 2015

Versant Side Fund III, L.P.

        Authorized Representative

Versant Venture Capital III, L.P.

        Authorized Representative

Versant Ventures III, LLC

        Authorized Representative

Brian G. Atwood

Samuel D. Colella

Ross A. Jaffe

William J. Link

Donald B. Milder

Rebecca B. Robertson

Bradley J. Bolzon

Charles M. Warden

Barbara N. Lubash

Robin L. Praeger

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Exhibit 1

Joint Filing Agreement

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of OpGen, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: May 14, 2015

Versant Side Fund III, L.P.

        Authorized Representative

Versant Venture Capital III, L.P.

        Authorized Representative

Versant Ventures III, LLC

        Authorized Representative

Brian G. Atwood

Samuel D. Colella

Ross A. Jaffe

William J. Link

Donald B. Milder

Rebecca B. Robertson

Bradley J. Bolzon

Charles M. Warden

Barbara N. Lubash

Robin L. Praeger

 

LOCK-UP AGREEMENT

May 7, 2015

Maxim Group LLC

405 Lexington Avenue

New York, NY 10174

Re: Initial Public Offering of OpGen, Inc.

Ladies and Gentlemen:

The undersigned, a holder of common stock, par value $0.01 (“Common Stock”), or rights to acquire Common Stock, of OpGen, Inc. (the “Company”), understands that you are the representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”) named or to be named in the final form of Schedule A to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering (the “Public Offering”) of units, consisting of Common Stock and warrants to purchase Common Stock (the “Securities”) pursuant to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company, the Representative and the other Underwriters that, without the prior written consent of the Representative, the undersigned will not, during the period specified in the following paragraph (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so.  As used herein, the term “Relevant Security” means any share of Common Stock, warrant to purchase Common Stock or any other security of the Company or any other entity that includes or is convertible into, or exercisable or exchangeable for, Common Stock or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date set forth on the front cover of the final prospectus used in connection with the Public Offering of the Securities (the “Effective Date”) or acquired by the undersigned during the Lock-Up Period.

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date one hundred eighty (180) days after the Effective Date.

In addition, the undersigned further agrees that, without the prior written consent of the Representative, during the Lock-Up Period the undersigned will not: (i) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (ii) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security.

 

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In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

(i)

as a bona fide gift or gifts,

(ii)

to any trust for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned,

(iii)

if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement,

(iv)

if the undersigned is a trust, to the beneficiary of such trust,

(v)

by testate or intestate succession,

(vi)

by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement,

(vii)

pursuant to the Underwriting Agreement, or

(viii)

if acquired by the undersigned in open market transactions after the Offering.

provided, in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Underwriters and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

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The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.

The undersigned, whether or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.  Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

Very truly yours,

Signature: _______________________________

Name (printed):

Title (if applicable):

Entity (if applicable):