If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Merck Global Health Innovation Fund, LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole Voting Power
24,597*
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
24,597*
|
|
10.
|
|
Shared Dispositive Power
0
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
24,597*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.44%**
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
*
|
Includes (i) 2,958 shares owned previously owned; (ii) 2,400 shares of common stock and warrants to acquire
1,800 shares of common stock acquired at the First Closing pursuant to that certain Amended and Restated Securities Purchase Agreement (the A&R Purchase Agreement) which occurred on May 19, 2016; (iii) 5,469 shares of common
stock and warrants to acquire 4,102 shares of common stock acquired at a Second Closing which occurred on June 27, 2016; (iv) a warrant to acquire 656 shares of common stock acquired in connection with amendment and restatement of a senior
secured promissory note; and (v) 7,212 shares of common stock issued which represents payment for interest accrued on the Second Amended & Restated Senior Promissory Note through July 14, 2018. Share amounts reflect the Companys
one for twenty reverse stock split on August 28, 2019.
|
**
|
Such percentage was calculated based upon an aggregate of 5,588,826 Issuer shares of common stock outstanding,
consisting of (i) 5,582,268 Issuer shares of common stock outstanding as of November 14, 2019, as represented by the Companys Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2019; and (ii) 6,558 shares of common stock able to be acquired by the Reporting Person upon exercise of warrants.
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Merck Sharp & Dohme Corp.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
WC
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
New
Jersey
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole Voting Power
24,597*
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
24,597*
|
|
10.
|
|
Shared Dispositive Power
0
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
24,597*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.44%**
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Merck & Co., Inc.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
New
Jersey
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole Voting Power
24,597*
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
24,597*
|
|
10.
|
|
Shared Dispositive Power
0
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
24,597*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.44%**
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
Introductory Note
This Amendment No. 6 (Amendment No. 6) amends the statement on Schedule 13D originally filed on July 23, 2015, and amended by prior
amendments 1-5 (the Schedule 13D).
This Amendment No. 6 is being filed to report a decrease in
the Reporting Persons beneficial ownership in the Company due to an increase in the Companys issued and outstanding shares resulting primarily from the Companys consummation of public offerings (i) on March 29, 2019 of 450,000
share of common stock and (ii) on October 28, 2019 of (a) 2,590,170 units (Units), with each Unit being comprised of one share of the Companys common stock, par value $0.01 per share, and one common warrant to purchase
one share of common stock (the Warrants) and (b) 2,109,830 pre-funded units (Pre-Funded Units), with each
Pre-Funded Unit being comprised of one pre-funded warrant (collectively, the Pre-Funded Warrants) to purchase one
share of common stock and one Warrant.
On August 28, 2019, the Company effected a reverse split of their authorized and outstanding
common stock at a ratio of one for twenty. All historical share amounts reflected in this report have been adjusted to reflect the reverse stock split.
Amendment No. 6 represents the final amendment to Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 1. Security and Issuer.
This statement on
Schedule 13D relates to the shares of common stock, $0.01 par value per share (the Common Stock), of OpGen, Inc., a Delaware corporation (the Issuer or Company). The Companys principal executive offices
are located at 708 Quince Orchard Road, Suite 160, Gaithersburg, MD 20878.
Item 2. Identity and Background.
This Schedule 13D is being filed by Merck Global Health Innovation Fund, LLC (MGHIF), Merck Sharp & Dohme Corp. (MSD) and
Merck & Co., Inc. (Merck and, together with MGHIF and MSD, the Reporting Persons).
Attached as Schedule A hereto is
certain information concerning the executive officers and directors of MGHIF, MSD and Merck.
Merck is a global health care company that delivers
innovative health solutions through its prescription medicines, vaccines, biologic therapies, and animal health products, which it markets directly and through its joint ventures. MSD is a wholly owned subsidiary of Merck, and is also a global
health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies and animal health products, which it markets directly and through its joint ventures. MGHIF is a wholly owned
subsidiary of MSD and is principally engaged in the business of investing in healthcare companies outside of its parents core operations.
MGHIF is a Delaware limited liability company. MSD is a New Jersey corporation. Merck is a New Jersey corporation.
The address of the principal executive offices of the MGHIF is One Merck Drive, Whitehouse Station, NJ 08889. The address of the principal offices of MSD is
One Merck Drive, Whitehouse Station, NJ 08889. The address of the principal offices of Merck is 2000 Galloping Hill Road, Kenilworth NJ 07033.
During the
last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a)
The Reporting Persons may be deemed to beneficially own 24,597 shares of Common Stock of which 6,558 of the 24,597 shares of Common Stock represent shares that MGHIF has the right to acquire from the Issuer pursuant to Warrants. The Common
Stock voting rights represent 0.44% of the total number of shares of common stock treated as outstanding for purposes of such vote. The ownership percentages set forth in this Schedule 13D is based on information provided by the Issuer. As
a result of their direct and indirect ownership of MGHIF, each of MSD and Merck may be deemed to share the Common Stock voting rights held in the name of the MGHIF.
(b) Each of the Reporting Persons has the power to vote or direct the vote of the 18,039 votes that may be cast in actions taken by common stockholders as a
result of the shares of Common Stock held in the name of the MGHIF. Each of the Reporting Persons has sole or shared power to direct the disposition of any shares of Common Stock.
(c) To the best knowledge of the Reporting Persons, none of the Reporting Persons nor the individuals named in Schedule A to this Schedule 13D has effected a
transaction in shares of the Issuer during the past 60 days.
(d) Other than the Reporting Persons, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons securities.
(e) The Reporting Persons
have ceased to be the beneficial owners of more than five percent of the Companys Common Stock based on the number of shares of Common Stock outstanding as reported by the Company as of November 14, 2019.
Signatures
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated this 27th day of November, 2019.
|
|
|
MERCK GLOBAL HEALTH INNOVATION FUND, LLC
|
|
|
By:
|
|
/s/ Jon Filderman
|
Name:
Title:
|
|
Jon Filderman
Secretary
|
|
MERCK SHARP & DOHME CORP.
|
|
|
By:
|
|
/s/ Faye C. Brown
|
Name:
Title:
|
|
Faye C. Brown
Assistant Secretary
|
|
MERCK & CO., INC.
|
|
|
By:
|
|
/s/ Faye C. Brown
|
Name:
Title:
|
|
Faye C. Brown
Senior Assistant
Secretary
|
SCHEDULE A
The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such
employment is conducted, of each of the executive officers and directors of each of the Reporting Persons is set forth below.
MERCK GLOBAL HEALTH INNOVATION FUND, LLC
EXECUTIVE OFFICERS AND DIRECTORS
|
|
|
|
|
|
|
Name
|
|
Principal Occupation
|
|
Business Address
|
|
Citizenship
|
Donna Daidone-Yahara
|
|
Assistant Vice President, Finance
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Robert Davis
|
|
Manager / Vice President
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Katie Fedosz
|
|
Assistant Secretary
|
|
2000 Galloping Hill Road
Kenilworth NJ,
07033
|
|
USA
|
|
|
|
|
Jon Filderman
|
|
Manager/ Secretary
|
|
2000 Galloping Hill Road
Kenilworth NJ,
07033
|
|
USA
|
|
|
|
|
Julie Gerberding
|
|
Manager
|
|
2000 Galloping Hill Road
Kenilworth NJ,
07033
|
|
USA
|
|
|
|
|
Aaron Rosenberg
|
|
Manager
|
|
2000 Galloping Hill Road
Kenilworth NJ,
07033
|
|
USA
|
|
|
|
|
Timothy Dillane
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Juanita Lee
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Salvatore Lombardo
|
|
Vice President, Tax
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Caroline Litchfield
|
|
Senior Vice President and Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Faye C. Brown
|
|
Assistant Secretary
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Joseph Miletich
|
|
Manager
|
|
126 E. Lincoln Avenue
Rahway, NJ 07065
|
|
USA
|
|
|
|
|
Joseph Promo
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Frank Clyburn
|
|
Manager
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Michael G. Schwartz
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
William J. Taranto
|
|
Manager / President
|
|
One Merck Drive,
Whitehouse Station, NJ
08889
|
|
USA
|
|
|
|
|
Susan Shiff
|
|
Manager
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Jim Scholefield
|
|
Manager
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Jan Van Acker
|
|
Manager
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
MERCK SHARP & DOHME
CORP.
EXECUTIVE OFFICERS AND DIRECTORS
|
|
|
|
|
|
|
Name
|
|
Principal Occupation
|
|
Business Address
|
|
Citizenship
|
Timothy Dillane
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Katie Fedosz
|
|
Assistant Secretary
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Jon Filderman
|
|
Director / Vice President
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Rita Karachun
|
|
Director / President
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Juanita Lee
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Salvatore Lombardo
|
|
Assistant Secretary, Tax
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Caroline Litchfield
|
|
Director / Senior Vice President and Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Jerome Mychalowych
|
|
Vice President, Tax
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Faye C. Brown
|
|
Assistant Secretary
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Geralyn Ritter
|
|
Secretary
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Michael G. Schwartz
|
|
Assistant Treasurer
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
MERCK & CO., INC.
EXECUTIVE OFFICERS
|
|
|
|
|
|
|
Name
|
|
Principal Occupation
|
|
Business Address
|
|
Citizenship
|
Kenneth C. Frazier
|
|
Chairman, President and Chief Executive Officer / Director, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Sanat Chattopadhyay
|
|
Executive Vice President and President, Merck Manufacturing Division (MMD), Merck & Co., Inc.
|
|
One Merck Drive,
Whitehouse Station, NJ
08889-0100
|
|
USA
|
|
|
|
|
Robert Davis
|
|
Executive Vice President, Chief Financial Officer and Global Services, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Richard R. DeLuca, Jr.
|
|
Executive Vice President and President, Merck Animal Health
|
|
Giralda Farms 2
Madison, NJ 07940
|
|
USA
|
|
|
|
|
Julie Gerberding
|
|
Executive Vice President and Chief Patient Officer, for Strategic Communications, Global Public Policy and Population Health, Merck & Co., Inc.
|
|
351 N. Sumneytown Pike
North Wales, PA
19454
|
|
USA
|
|
|
|
|
Steven C. Mizell
|
|
Executive Vice President, Chief Human Resources Officer, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Roger Perlmutter
|
|
Executive Vice President and President, Merck Research Laboratories
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Frank Clyburn
|
|
Executive Vice President, Chief Commercial Officer, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Jim Scholefield
|
|
Executive Vice President, Chief Information and Digital Officer, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Michael Nally
|
|
Executive Vice President, Chief Marketing Officer, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Jennifer Zachary
|
|
Executive Vice President and General Counsel, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
MERCK & CO., INC.
DIRECTORS
|
|
|
|
|
|
|
Kenneth C. Frazier
|
|
Chairman, President and Chief Executive Officer, Merck & Co., Inc.
|
|
2000 Galloping Hill Road
Kenilworth, NJ
07033
|
|
USA
|
|
|
|
|
Leslie A. Brun
|
|
Chairman and Chief Executive Officer, Sarr Group, LLC
|
|
435 Devon Park Drive,
700 Building,
Wayne, PA 19087
|
|
USA
|
|
|
|
|
Thomas R. Cech
|
|
Investigator, Howard Hughes Medical Institute and Faculty, University of Colorado.
|
|
University of Colorado,
University of Colorado
at Boulder
3415 Colorado Avenue, JSCBB
Boulder, CO
80309-0215
|
|
USA
|
|
|
|
|
Mary Ellen Coe
|
|
President, Google Customer Solutions, Google
|
|
Alphabet Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
|
|
USA
|
|
|
|
|
Thomas H. Glocer
|
|
Retired Chief Executive Officer, Thomson Reuters Corporation
|
|
6 East 43rd Street, 25th Floor
New York, NY 10022
|
|
USA
|
|
|
|
|
Pamela J. Craig
|
|
Former Chief Financial Officer, Accenture, plc
|
|
c/o Merck & Co., Inc.
2000 Galloping
Hill Road
Kenilworth, NJ 07033
|
|
USA
|
|
|
|
|
Rochelle B. Lazarus
|
|
Chairman Emeritus, Ogilvy & Mather
|
|
636 11th Avenue,
New York,
NY 10036-2010
|
|
USA
|
|
|
|
|
Paul B. Rothman, M.D.
|
|
Dean of Medical Faculty and Vice President for Medicine, The Johns Hopkins University, and CEO John Hopkins Medicine
|
|
733 N. Broadway, Suite 100 Baltimore, MD 21205-2196
|
|
USA
|
|
|
|
|
Patricia F. Russo
|
|
Chairman, Hewlett Packard Enterprise Company
|
|
Hewlett Packard Enterprise
300 Hanover Street
Mailstop 1050
Palo Alto, CA 94304
|
|
USA
|
|
|
|
|
Inge G. Thulin
|
|
Former Executive Chairman, President and Chief Executive Officer, 3M Company
|
|
c/o Merck & Co., Inc.
2000 Galloping
Hill Road
Kenilworth, NJ 07033
|
|
USA
|
|
|
|
|
Wendell P. Weeks
|
|
President, Chairman and Chief Executive Officer, Corning Incorporated
|
|
1 Riverfront Plaza,
Corning, NY
14831-0001
|
|
USA
|
|
|
|
|
Peter C. Wendell
|
|
Managing Director, Sierra Ventures
|
|
1400 Fashion Island Blvd.
Suite 1010
San Mateo, CA 94404
|
|
USA
|