Sec Form 3 Filing - AEI Capital Ltd @ OPGEN INC - 2024-07-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AEI Capital Ltd
2. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
PO BOX 4342 ROAD TOWN
3. Date of Earliest Transaction (MM/DD/YY)
07/30/2024
(Street)
TORTOLA, D800000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 6,566,494 I See footnote ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock ( 4 ) 07/30/2024( 4 ) ( 3 ) Common Stock 263,961 I ( 1 ) See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AEI Capital Ltd
PO BOX 4342 ROAD TOWN
TORTOLA, D800000
X
Signatures
AEI Capital Ltd, By: /s/ John Tan Honjian, Director and CEO 08/27/2024
Signature of Reporting Person Date
AEI Capital Group Sdn. Bhd., By: /s/ John Tan Honjian, Director and CEO 08/27/2024
Signature of Reporting Person Date
John Tan Honjian, By:/s/ John Tan Honjian, individual 08/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held of record by AEI Capital Ltd (the "Reporting Person"), a wholly owned subsidiary of AEI Capital Group Sdn. Bhd. John Tan Honjian, a director and CEO of AEI Capital Ltd, owns 80% of AEI Capital Group Sdn. Bhd. Mr. Tan shares beneficial ownership of the securities held of record by AEI Capital Ltd.
( 2 )On July 30, 2024, the "Reporting Person" entered into a securities purchase agreement with David Lazar, a third party, under which the Reporting Person agreed to purchase (i) 550,000 shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock") of OpGen, Inc. (the "Company") and (ii) the rights to acquire an additional 2,450,000 shares of Series E Preferred Stock for $2,550,000 from Mr. Lazar. Between July 31 and August 16, 2024, the Reporting Person exercised its rights and acquired an additional 2,186,039 shares of the Series E Preferred Stock and converted the entire 2,736,039 shares of the Series E Preferred Stock into 6,566,494 shares of Common Stock for an aggregate conversion price of $2,736,039. The Reporting Person remains the owner of 263,961 shares of Series E stock, which can convert into 633,506 shares of common stock.
( 3 )The Series E Preferred Stock is perpetual and has no expiration date.
( 4 )The Series E Preferred Stock shares are convertible at the option of the Reporting Person for no additional consideration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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