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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68373L307
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(CUSIP Number)
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Oliver Schacht, Ph.D., Max-Eyth-Str.42, 71088 Holzgerlingen, Germany, +49 (0)7031 49195-12
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
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April 1, 2020
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(Date of Event Which Requires Filing of This Statement)
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*
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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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CUSIP No.
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68373L307
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13D
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Page
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2 |
of
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6
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Pages
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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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☐
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(b)
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☐
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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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☐
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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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2,028,208*
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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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2,028,208*
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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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2,028,208*
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.8%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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CUSIP No.
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68373L307
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13D
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Page
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3 |
of
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6
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Pages
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of the Transaction.
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CUSIP No.
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68373L307
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13D
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Page
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4 |
of
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6
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Pages
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Item 5.
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Interest in Securities of the Issuer.
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(a) |
– (b) As of April 2, 2020, the Reporting Person had sole voting and dispositive power over 2,028,208 shares of Common Stock,
representing 13.8% of the outstanding Common Stock.
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(c) |
Except as otherwise disclosed in Item 3 and Item 6 of this Schedule 13D, which are 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 this Schedule 13D effected any transactions in the Common Stock during
the past sixty days.
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(d) |
Other than the Reporting Person, no 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 Person’s securities.
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(e) |
Not Applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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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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2
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Assignment of the Agreement for the Issuance of and Subscription to Notes Convertible into Shares, dated February 24, 2020, among OpGen, Inc., YA II PN, LTD, and Curetis N.V. (Incorporated herein by reference to Exhibit 10.1 of the
Issuer’s Current Report on Form 8-K filed with the SEC on February 28, 2020)
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3
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Amended and Restated Stock Option Plan, dated as of April 1, 2020 (Incorporated herein by reference to Exhibit 10.1 of Issuer’s Current Report on Form 8-K filed with the SEC on April 2, 2020)
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CUSIP No.
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68373L307
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13D
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Page
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5 |
of
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6
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Pages
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CURETIS N.V. IN LIQUIDATION
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By:
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/s/ Oliver Schacht | |
Name: Oliver Schacht
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Title: Liquidator
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By:
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/s/ Johannes Bacher | |
Name: Johannes Bacher
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Title: Liquidator
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By:
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/s/ Achim Plum | |
Name: Achim Plum
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Title: Liquidator
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Name
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Business Address
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Citizenship
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Oliver Schacht
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(1)
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German
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Johannes Bacher
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(1)
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German
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Achim Plum
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(1)
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German
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Name
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Business Address
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Citizenship
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Werner Helmut Schäfer
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(1)
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German
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Rudy Aurel DeKeyser
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(1)
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Belgian
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Nils Clausnitzer
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(1)
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German
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(1) |
Max-Eyth-Strasse 42, 71088 Holzgerlingen, Germany
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