0000899243-16-020819.txt : 20160524 0000899243-16-020819.hdr.sgml : 20160524 20160524164115 ACCESSION NUMBER: 0000899243-16-020819 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160519 FILED AS OF DATE: 20160524 DATE AS OF CHANGE: 20160524 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OPGEN INC CENTRAL INDEX KEY: 0001293818 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 061614015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 708 QUINCE ORCHARD ROAD STREET 2: SUITE 205 CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 240-813-1260 MAIL ADDRESS: STREET 1: 708 QUINCE ORCHARD ROAD STREET 2: SUITE 205 CITY: GAITHERSBURG STATE: MD ZIP: 20878 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck Global Health Innovation Fund, LLC CENTRAL INDEX KEY: 0001547132 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37367 FILM NUMBER: 161672298 BUSINESS ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck Sharp & Dohme Corp. CENTRAL INDEX KEY: 0000942443 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37367 FILM NUMBER: 161672299 BUSINESS ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: ONE MERCK DRIVE CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889 FORMER NAME: FORMER CONFORMED NAME: SCHERING CORP DATE OF NAME CHANGE: 19950321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merck & Co., Inc. CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37367 FILM NUMBER: 161672300 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 FORMER NAME: FORMER CONFORMED NAME: Merck & Co. Inc. DATE OF NAME CHANGE: 20091103 FORMER NAME: FORMER CONFORMED NAME: SCHERING PLOUGH CORP DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-05-19 0 0001293818 OPGEN INC OPGN 0000310158 Merck & Co., Inc. 2000 GALLOPING HILL ROAD KENILWORTH NJ 07033 0 0 1 0 0000942443 Merck Sharp & Dohme Corp. ONE MERCK DRIVE WHITEHOUSE STATION NJ 08889 0 0 1 0 0001547132 Merck Global Health Innovation Fund, LLC ONE MERCK DRIVE WHITEHOUSE STATION NJ 08889 0 0 1 0 Common Stock 2016-05-19 4 A 0 1200000 A 2679022 I See Footnote Warrants 1.3125 2016-05-19 4 P 0 900000 A 2016-08-17 2021-05-19 Common Stock 900000 900000 I See Footnote Common Stock and Warrants (Obligation to buy Units) 1.1438 2016-05-19 4 P 0 2734427 A Common Stock 4785248 5685248 I See Footnote The reported securities are included within units ("Units") each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit. These shares are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities. Represents future obligation of MGHIF to purchase additional Units for a purchase price of $1.14375 per Unit within 60 days and subject to stockholder consent and notice to stockholders of same (including the filing of Schedule 14C and the twenty day waiting period), pursuant to the Amended and Restated Securities Purchase Agreement entered into on May 18, 2016. * Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated July 23, 2015 granted by each Reporting Person, a copy of which is filed as an exhibit and incorporated herein by reference. /s/Katie Fedosz as Attorney-In-Fact* 2016-05-24