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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K/A

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

May 31, 2017
Date of Report (date of earliest event reported)

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OpGen, Inc.

(Exact name of Registrant as specified in its charter)

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708 Quince Orchard Road, Suite 205
Gaithersburg, MD 20878
(Address of principal executive offices)

(240) 813-1260
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐ 

Explanatory Note

On June 6, 2017, OpGen, Inc. (the "Company") filed a Current Report on Form 8-K to disclose that it had entered into a Note Purchase Agreement with jVen Capital, LLC, a Delaware limited liability company ("jVen Capital"), under which jVen Capital agreed to lend bridge financing in an aggregate principal amount of up to $1,500,000 (the "Bridge Financing") to the Company in the form of three $500,000 secured convertible promissory notes (the "Note Purchase Agreement"). Subsequently, the terms of the Bridge Financing promissory notes, the common stock warrants to be issued in connection with the Bridge Financing, and a related amendment and restatement of an existing secured promissory note issued to Merck Global Health Innovation Fund, LLC, a Delaware limited liability company ("MGHIF"), all to be issued in connection with the Note Purchase Agreement have been revised to incorporate certain clauses to comply with applicable NASDAQ requirements.  The purpose of this amended Current Report on Form 8-K is to provide updated disclosure regarding the Bridge Financing transactions.

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth below in Item 3.02 of this amended Current Report on Form 8-K relating to the amended Bridge Financing Notes, A&R MGHIF Note and Warrants is hereby incorporated into this item by reference.

jVen Capital is an affiliate of Evan Jones, the Company's Chairman of the Board and Chief Executive Officer.  The changes to the Bridge Financing Notes and Warrants were approved by the independent members of the Company's Board of Directors.  In addition, David Rubin, Ph.D., a member of the Board of Directors of the Company and affiliated with MGHIF disclosed his affiliation with MGHIF to the independent members of the Board and recused himself from approval of the A&R MGHIF Note.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the Bridge Financing Notes and the A&R MGHIF Note in Section 3.02 of this amended Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

Note Purchase Agreement

On May 31, 2017, the Company entered into a Note Purchase Agreement with jVen Capital, under which jVen Capital agreed to lend Bridge Financing in an aggregate principal amount of up to $1,500,000 to the Company in the form of three $500,000 secured convertible promissory notes (each, a "Bridge Financing Note" and collectively, the "Bridge Financing Notes"). The interest rate on each Bridge Financing Note is ten percent (10%) per annum and the maturity date is September 30, 2017, subject to acceleration or extension.  If, prior to September 30, 2017, the Company closes a "qualified financing" (defined as an offering of debt or equity securities with net proceeds to the Company of $5 million or more), the maturity date of each outstanding Bridge Financing Note will be accelerated to the date that is five business days after the closing of the qualified financing.  If a qualified financing has not occurred by September 30, 2017, but the Company is then actively pursuing a qualified financing, the maturity date of the outstanding Bridge Financing Notes may be extended by jVen Capital to not later than December 31, 2017.

 

 

Pursuant to the terms of the Note Purchase Agreement and the underlying Bridge Financing Notes, if a qualified financing occurs, the Company has the option to repay one $500,000 Bridge Financing Note, plus accrued and unpaid interest, by issuing to jVen Capital securities sold in the qualified financing at a discount of 10% of the offering price in the qualified financing. Further, jVen Capital may elect to tender the principal and accrued interest of any remaining outstanding Bridge Financing Notes to the Company to be repaid through the issuance of securities sold in the qualified financing at a discount of 10% of the offering price in the qualified financing.

If the Bridge Financing Notes are outstanding and an event of default occurs (if the Company does not pay any outstanding Bridge Financing Notes when due, fails to pay any other outstanding indebtedness on a timely basis, seeks to liquidate the Company or enters into a bankruptcy proceeding), the then-outstanding Bridge Financing Notes would become immediately due and payable.  At the time of an event of default, jVen Capital has the right to convert the Bridge Financing Notes to non-voting Series B Convertible Preferred Stock (the "Series B Preferred") at a ratio of one share of Series B Preferred per $1.00 of principal and accrued interest, which Series B Preferred would be convertible into ten (10) shares of voting common stock, otherwise the Series B Preferred has no preferences.  If the outstanding Bridge Financing Notes are not converted by jVen Capital, and jVen Capital continues as a secured creditor of the Company, the Bridge Financing Notes acquire a two times liquidation preference for unpaid principal and interest.

As a condition to the issuance of Bridge Financing Notes, MGHIF was required to extend the maturity date of the July 2015 $1,000,000 secured promissory note (the "MGHIF Note") by one year to July 14, 2018.  As consideration for the agreement to extend the maturity date of the MGHIF Note, the Company issued an amended and restated secured promissory note to MGHIF (the "A&R MGHIF Note") that (1) increased the interest rate to ten percent (10%) per annum and (2) provided for the issuance of common stock warrants, as described below.

Warrants

Pursuant to the Note Purchase Agreement and the underlying transactions, the Company will issue warrants to purchase shares of its common stock (the "Warrants") to jVen Capital in an amount equal to ten percent (10%) of the principal of the Bridge Financing Note (the "jVen Warrants"), and to MGHIF in an amount equal to twenty percent (20%) of the outstanding principal and accrued interest on the date of issuance, in private placement transactions.  The Warrants each have a five year term from issuance, are first exercisable on the date that is six months after the date of issuance and have an exercise price equal to 110% of the closing price of the Company's common stock on the date of issuance.

Blocker Provisions

The Bridge Financing Notes, the jVen Warrants and the Series B Preferred Stock each includes a blocker provision that prevents the repayment of the Bridge Financing Notes at a qualified financing through the issuance of securities, the exercise of the jVen Warrants and/or the conversion of the Series B Preferred Stock to common stock, if such repayment, exercise or conversion, when aggregated with the other issuances contemplated under the Note Purchase Agreement, would violate NASDAQ Listing Rule 5635, unless stockholder approval is first obtained by the Company.

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

3.1	Form of Certificate of Designation of the Series B Convertible Preferred Stock

4.1	Form of Warrant to Purchase Common Stock

10.1	Form of Secured Convertible Promissory Note #1 to be issued by OpGen, Inc. to jVen Capital, LLC under the Note Purchase Agreement

10.2	Form of Secured Convertible Promissory Note #2 and #3 to be issued by OpGen, Inc. to jVen Capital, LLC under the Note Purchase Agreement

10.3	Second Amended and Restated Senior Secured Convertible Promissory Note issued by OpGen, Inc. to Merck Global Health Innovation Fund, LLC on June 28, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OpGen, Inc.
Date:  June 28, 2017	By:	/s/ Timothy C. Dec
		Timothy C. Dec Chief Financial Officer