0001140361-15-018051.txt : 20150506 0001140361-15-018051.hdr.sgml : 20150506 20150506204211 ACCESSION NUMBER: 0001140361-15-018051 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150504 FILED AS OF DATE: 20150506 DATE AS OF CHANGE: 20150506 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 CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 301-869-9683 MAIL ADDRESS: STREET 1: 708 QUINCE ORCHARD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JONES EVAN/ FA CENTRAL INDEX KEY: 0001020741 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37367 FILM NUMBER: 15839030 BUSINESS ADDRESS: STREET 1: 9000 VIRGINIA MANOR ROAD STREET 2: SUITE 206 CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3019447001 MAIL ADDRESS: STREET 1: C/O DIGENE CORPORATION STREET 2: 1201 CLOPPER ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 3 1 doc1.xml FORM 3 X0206 3 2015-05-04 0 0001293818 OPGEN INC OPGN,OPGNW 0001020741 JONES EVAN/ FA C/O OPGEN, INC. 708 QUINCE ORCHARD ROAD, SUITE 160 GAITHERSBURG MD 20878 0 1 0 0 Chief Executive Officer Series A Redeemable Convertible Preferred Stock Common Stock 1059213 I See footnote Series A Redeemable Convertible Preferred Stock Common Stock 19011 I See footnote 2014 Convertible Notes Common Stock 749366 I See footnote 2015 Convertible Notes Common Stock 675553 I See footnote 2015 Convertible Notes Common Stock 83050 I See footnote Warrants 7.91 2009-09-30 2019-09-30 Common Stock 267 I See footnote Warrants 7.91 2010-01-12 2020-01-12 Common Stock 267 I See footnote Warrants 7.91 2010-03-23 2020-03-23 Common Stock 52 I See footnote Warrants 7.91 2011-11-08 2021-11-08 Common Stock 967 I See footnote Warrants 7.91 2011-11-08 2021-11-08 Common Stock 50 I See footnote Warrants 6.60 2015-11-08 2025-02-17 Common Stock 81068 I See footnote Warrants 6.60 2015-11-08 2025-03-12 Common Stock 12458 I See footnote Non-qualified Stock Option (right to buy) 79.05 2018-07-23 Common Stock 89 D Non-qualified Stock Option (right to buy) 110.68 2020-09-21 Common Stock 1847 D Stock Option (right to buy) 0.05 2024-04-24 Common Stock 174235 D Stock Option (right to buy) 0.61 2024-10-23 Common Stock 200000 D The securities are directly held by jVen Capital, LLC ("jVen Capital"). Mr. Jones is managing member of jVen Capital and may be deemed to have voting and dispositive power over the shares owned by jVen Capital. The securities are directly held by Cynthia Jones, the wife of Mr. Jones. Each share of Series A Redeemable Convertible Preferred Stock will automatically convert into one share of common stock on May 8, 2015. The 2014 Convertible Notes will automatically convert into shares of Series A Preferred Stock on May 8, 2015 at a conversion rate of one share of Series A Preferred Stock for every $1.00 of principal converted. Each share of Series A Preferred Stock will automatically convert into one share of common stock on May 8, 2015. The 2015 Convertible Notes will convert into Series A Preferred Stock on May 8, 2015 at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal converted. Each share of Series A Preferred stock will automatically convert into one share of common stock on May 8, 2015. The option fully vested on June 19, 2010. The option fully vested on April 15, 2010. The option vested 25% on April 24, 2015, the remainder quarterly thereafter in equal proportions over a three-year period. The option vests 25% on October 23, 2015, the remainder quarterly thereafter in equal proportions over a three-year period. /s/ Evan Jones 2015-05-06 EX-24.1 2 ex24-jones.htm EXHIBIT 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Timothy C. Dec and Fran Shay, the undersigned’s true and lawful attorneys-in-fact to:
(1)
prepare and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of OpGen, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3)
execute for and on behalf of the undersigned, in connection with proposed sales by the undersigned pursuant to Rule 144 under the Securities Act of 1933 of securities issued by the Company, notices on Form 144 in accordance with Rule 144 under the Securities Act of 1933;
(4)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and
(5)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.
The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and Forms 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of May, 2015.


/s/ Evan Jones
 Evan Jones