| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series E Convertible Preferred Stock(1) | (2) | 04/23/2024 | P | 150,000 | 04/23/2024 | (3) | Common Stock | 3,600,000 | $1 | 550,000(4) | D | ||||
| Explanation of Responses: |
| 1. On March 25, 2024, David E. Lazar (the "Reporting Person") and OpGen, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire an aggregate of 3,000,000 shares of the Company's Series E Convertible Preferred Stock (the "Series E Preferred Stock") at a price of $1.00 per share. Each share of Series E Preferred Stock is convertible into 24 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on March 25, 2024, whereby the Reporting Person acquired 200,000 shares of Series E Preferred Stock for a total purchase price of $200,000. On April 23, 2024, the Reporting Person acquired an additional 150,000 shares of Series E Preferred Stock for a total purchase price of $150,000. The Reporting Person will acquire additional shares of Series E Preferred Stock at subsequent closings, subject to certain conditions being satisfied. |
| 2. The shares of Series E Preferred Stock are convertible at the option of the Reporting Person for no additional consideration. |
| 3. The Series E Preferred Stock is perpetual and therefore has no expiration date. |
| 4. The Reporting Person's Form 4 filed on April 13, 2024 inadvertently included as the number of derivative securities beneficially owned the number of shares of the Company's Common Stock that would be owned following the conversion of the Series E Preferred Stock. The number of derivative securities beneficially owned is correctly reported in this Form 4. |
| /s/ David E. Lazar | 04/25/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||