0001140361-15-018055.txt : 20150506 0001140361-15-018055.hdr.sgml : 20150506 20150506205337 ACCESSION NUMBER: 0001140361-15-018055 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: jVen Capital, LLC CENTRAL INDEX KEY: 0001641611 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37367 FILM NUMBER: 15839059 BUSINESS ADDRESS: STREET 1: P.O. BOX 60207 CITY: POTOMAC STATE: MD ZIP: 20859 BUSINESS PHONE: (310) 299-2088 MAIL ADDRESS: STREET 1: P.O. BOX 60207 CITY: POTOMAC STATE: MD ZIP: 20859 3 1 doc1.xml FORM 3 X0206 3 2015-05-04 0 0001293818 OPGEN INC OPGN,OPGNW 0001641611 jVen Capital, LLC 11013 CRIPPLEGATE ROAD POTOMAC MD 20854 0 0 1 0 Series A Redeemable Convertible Preferred Stock Common Stock 1059213 D 2014 Convertible Notes Common Stock 749366 D 2015 Convertible Notes Common Stock 675553 D Warrants 7.91 2009-09-30 2019-09-30 Common Stock 267 D Warrants 7.91 2010-01-12 2020-01-12 Common Stock 267 D Warrants 7.91 2010-03-23 2020-03-23 Common Stock 52 D Warrants 7.91 2011-11-08 2021-11-08 Common Stock 967 D Warrants 6.60 2015-11-08 2025-02-17 Common Stock 81068 D 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. /s/ Evan Jones, Managing Member 2015-05-06 EX-24.1 2 jven_ex24.htm POWER OF ATTORNEY
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.

JVEN CAPITAL, LLC
/s/ Evan Jones
By: Evan Jones
 Title: Managing Member