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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number 001-37367

OPGEN, INC.

(Exact name of registrant as specified in its charter)

Delaware

06-1614015

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9717 Key West Avenue, Suite 100 Rockville, MD		20850
23219 Stringtown Road, Suite 300 Clarksburg, MD		20871
(Address of principal executive offices)		(Zip Code)

(240) 813-1260

(Registrant’s telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered Common Stock OPGN ~~Nasdaq~~OTC ~~Capital~~Markets ~~Market~~Group, Inc.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☐ NO ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☐☒ NO ☒☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant June 30, ~~2023~~2024, was $~~5,681,755~~3.3 million (based upon the last reported sale price of $82.2058 per share on June 30, ~~2023~~2024), on The Nasdaq Capital Market.

As of ~~May 31~~August 20, ~~2024~~2025, 110,~~343~~071,~~739~~293 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

OPGEN, INC.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, ~~2023~~2024

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	312
Item 1B.	Unresolved Staff Comments	917
Item 1C.	Cybersecurity	917
Item 2.	Properties	1018
Item 3.	Legal Proceedings	1018
Item 4.	Mine Safety Disclosures	1018
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1119
Item 6.	[Reserved]	1119
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1220
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2529
Item 8.	Financial Statements and Supplementary Data	2529
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2530
Item 9A.	Controls and Procedures	2630
Item 9B.	Other Information	2630
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2630
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2731
Item 11.	Executive Compensation	3437
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3941
Item 13.	Certain Relationships and Related Person Transactions, and Director Independence	4647
Item 14.	Principal Accounting Fees and Services	4748
PART IV
Item 15.	Exhibits and Financial Statement Schedules	49
Item 16.	Form 10-K Summary	5658
Signatures		5759
Consolidated Financial Statements		F-1

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K for the year ended December 31, ~~2023~~2024 (the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this Annual Report, we refer to OpGen, Inc. as the “Company,”, “OpGen,”, “we,”, “our” or “us.”. All statements, other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “believe,”, “may,”, “will,”, “estimate,”, “continue,”, “anticipate,”, “design,”, “intend,”, “expect” or the negative version of these words and similar expressions are intended to identify forward-looking statements.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A “Risk Factors.”. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances included herein may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

our liquidity and working capital requirements, including our cash requirements over the next 12 months;

● our ability to maintain compliance with the ongoing listing requirements for the Nasdaq Capital Market;

●

our ability to execute upon and achieve the benefits of the strategic direction under the Company’s new leadership and Board;

●

our ability to identify and realize the benefits of potential strategic transactions;

●

adverse effects on our business condition and results of operations from general economic and market conditions and overall fluctuations in the United States and international markets, including deteriorating market conditions due to investor concerns regarding inflation;

●

the development of a market for our common stock, which is currently quoted on the OTC Expert Market and eligible only for unsolicited quotes, resulting in the absence of market makers for our common stock;

●

if, once we are current in our filings with the U.S. Securities and Exchange Commission, our common stock is traded on a market other than the OTC Expert Market and a market in our common stock develops, actions by third parties to either sell or purchase our common stock in quantities may have a significant effect on our stock price;

●

our use of proceeds from capital financing transactions;

●

compliance with the U.S. regulations applicable to our business; and

●

our expectations regarding future revenue and expenses.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Any forward-looking statement made by us in this Annual Report speaks only as of the date on which it is made. We disclaim any duty to update any of these forward-looking statements after the date of this Annual Report to ~~confirm~~conform these statements to actual results or revised expectations.

These factors should not be construed as exhaustive and should be read in conjunction with our other disclosures, including but not limited to the risk factors described in Part I, Item 1A of this Annual Report. Other risks may be described from time to time in our filings made under the securities laws. New risks may emerge from time to time. It is not possible for our management to predict all risks. All forward-looking statements in this Annual Report speak only as of the date made and are based on our current beliefs and expectations. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

NOTE REGARDING TRADEMARKS

We own various U.S. federal trademark registrations and applications and unregistered trademarks and servicemarks, including but not limited to OpGen® ~~and Acuitas®~~. All other trademarks, servicemarks or trade names referred to in this Annual Report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Annual Report are sometimes referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies, products or services.

iii

PART I

Item 1. Business

Please refer to the Glossary at the end of this Business section for definitions or descriptions of ~~scientific~~industry, ~~diagnostic, healthcare,~~ regulatory, and OpGen-specific terms used in this Annual Report.

Overview

OpGen, Inc. (“OpGen” or the “Company”) was incorporated in Delaware in 2001. OnIn April 1, 2020, OpGen completed its business combination transaction with Curetis N.V., a public company with limited liability under the laws of the Netherlands. As part of the transaction, the Company acquired all the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis”), and certain other assets and liabilities of Curetis GmbH, including all its shares of Ares Genetics GmbH (“Ares Genetics”). From inception through November 2023, the Company operated as a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease. The Company, along with its subsidiaries, Curetis and Ares Genetics, developed and commercialized molecular microbiology solutions helping to guide clinicians with more rapid and actionable information about life -threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs.

~~During~~In ~~the year ended December~~November ~~31,~~ 2023, the Company implemented certain cash management initiatives, including restructuring its U.S. operations by reducing headcount ~~from 24 to 5~~ and ~~has since continued~~ scaling down operations at OpGen’s U.S. headquarters to the core functions of a U.S. Nasdaq listed company ~~with only minimal distribution~~, ~~marketing, and sales support,~~ allowing the Company to conserve cash and focus on the functions needed to pursue potential strategic alternatives. ~~However,~~In on November 6, 2023, Curetis filed a petition for insolvency with the district court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria. The insolvency proceedings of Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively.

The insolvency administrators assumed control over the assets and liabilities of Curetis and Ares Genetics, respectively, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. The loss of control required that the Company no longer include Curetis and Ares Genetics in its consolidated financial statements. ~~Prior~~and toconsequently, the ~~insolvency~~subsidiaries ~~filings,~~were ~~Curetis~~deconsolidated ~~and~~from ~~Ares Genetics had been included in~~ the Company’s consolidated financial statements. ~~Upon~~As ~~deconsolidation~~part of ~~Curetis~~the ~~and~~insolvency ~~Ares Genetics~~proceedings, ~~the~~in ~~Company~~April 2024, ~~recognized~~all ~~gains on deconsolidation~~ of ~~subsidiaries~~Curetis’ atassets ~~the~~were ~~subsidiary~~sold ~~levels~~to ofCamtech ~~$46.6~~Pte ~~million for Curetis and $7~~Ltd.~~7 million for Ares Genetics~~, ~~which was offset by~~ a ~~loss~~Singaporean onfamily ~~deconsolidation~~office ~~of subsidiary for the Company of $67~~(“Camtech”).3 ~~million.~~and ~~The~~all ~~deconsolidation charges to operations represent the excess~~ of ~~the~~Ares ~~carrying value over the fair value of the Company~~Genetics’s ~~interest~~assets inwere ~~and~~sold ~~intercompany payables~~ to ~~and~~bioMerieux ~~receivables from Curetis and Ares Genetics as of the insolvency filing date~~S.A.

~~Since~~In ~~the~~March 2024, ~~insolvency~~as ~~filings~~a ~~and~~result ~~through~~of the ~~three~~Company’s ~~months~~efforts ~~ended~~to ~~March 31,~~explore ~~2024~~a strategic transaction, the Company ~~continues~~entered tointo ~~sell~~a ~~the~~securities ~~Curetis~~purchase ~~Unyvero~~agreement ~~products~~(the to“March 2024 ~~its~~Purchase ~~existing~~Agreement”) ~~customers~~with inDavid ~~the~~E. ~~United~~Lazar, ~~States~~pursuant ~~via~~to ~~drop~~which ~~shipments~~the ~~from~~Company ~~Curetis~~agreed ~~directly~~ to ~~customer~~sell ~~locations.~~3,000,000 ~~The~~shares ~~Unyvero~~of ~~tests~~Series ~~are~~E ~~sold~~Convertible toPreferred ~~hospitals,~~Stock ~~laboratories,~~(“Series ~~and~~E ~~public~~Preferred ~~health~~Stock”) ~~organizations~~to asMr. Lazar ~~products~~at ~~and on~~ a ~~fee-for-service~~price ~~basis~~of $1.00 ~~When~~per ~~hospital~~share ~~and~~for ~~health~~aggregate ~~system~~gross ~~clients~~proceeds ~~purchase~~of ~~our~~$3.0 ~~products,~~million. weIn ~~bill~~connection ~~them~~with ~~directly for~~ the ~~purchase~~transactions ofcontemplated ~~test~~by ~~kits~~the ~~and~~March 2024 ~~consumables.~~Purchase ~~As of December 31~~Agreement, ~~2023,~~the ~~OpGen~~members ~~had~~of anthe ~~installed~~Board ~~base~~ of ~~approximately~~Directors, 28prior ~~Unyvero~~to ~~A50~~the ~~Analyzers~~closing ~~across~~of ~~the~~such ~~United~~transactions, ~~States~~resigned inand ~~different~~a ~~types~~new Board of ~~hospitals~~Directors ~~and~~was ~~laboratories~~appointed, ~~including~~of ~~installations~~which ~~for clinical studies~~Mr. Lazar ~~The~~was ~~sale~~appointed ofChairman. ~~Ares~~Furthermore, ~~Genetics’~~in ~~related~~April 2024, ~~products~~the ~~and~~Company ~~services~~entered ~~was~~into ~~discontinued~~an ~~during~~employment ~~the~~agreement ~~first~~with ~~quarter~~David ofE. ~~2024~~Lazar, ~~due~~pursuant to ~~the~~which ~~sale of~~ the ~~Ares~~Company ~~Genetics~~engaged ~~assets~~Mr. Lazar to aact ~~strategic~~as ~~acquiror by~~ its ~~insolvency~~Chief ~~administrator~~Executive inOfficer ~~Austria~~(“CEO”).

In ~~March~~July 2024, ~~the~~Mr. Lazar ~~Company~~consummated ~~entered into~~ a ~~securities~~transaction ~~purchase~~pursuant ~~agreement~~to ~~(the~~which ~~“March 2024~~he ~~Purchase~~sold ~~Agreement”)~~550,000 ~~with~~shares ~~David~~of Series E. ~~Lazar,~~Preferred ~~pursuant~~Stock totogether ~~which~~with ~~the~~his ~~Company~~rights ~~agreed~~ to ~~sell~~purchase 3the additional 2,~~000~~450,000 shares of Series E ~~Convertible~~ Preferred Stock ~~(“Series~~under Ethe ~~Preferred~~March 2024 ~~Stock”)~~Purchase Agreement to ~~Mr. Lazar~~AEI atCapital Ltd., a ~~price~~private limited company incorporated under the laws of ~~$1.00~~the ~~per~~British ~~share~~Virgin ~~for~~Islands, ~~aggregate~~which ~~gross~~forms ~~proceeds~~part of AEI Capital Group, with groupwide assets under management exceeding $3.0 ~~million~~billion. ~~(the~~In ~~“March 2024~~conjunction ~~Private~~with ~~Placement”)~~the transaction, Mr. Lazar Inresigned ~~connection~~as ~~with~~CEO, ~~the~~Chairman ~~transactions~~and ~~contemplated~~Director byof the ~~March~~Company, effective August 2, 2024, ~~Purchase~~but ~~Agreement~~he currently maintains a role as President. Subsequently, AEI Capital Ltd. paid the ~~members~~Company of$2.45 million in August 2024 in exchange for the ~~Board~~remaining 2,450,000 shares of ~~Directors,~~Series ~~prior~~E toPreferred Stock under the ~~closing~~terms of ~~such~~the ~~transactions,~~March 2024 ~~resigned~~Purchase ~~and~~Agreement. aAll ~~new~~3,000,000 ~~Board~~shares of ~~Directors~~Series ~~was~~E ~~appointed~~Preferred Stock were subsequently converted into 7,200,000 shares of ~~which~~the ~~Mr. Lazar~~Company’s ~~was~~common ~~appointed~~stock ~~Chairman~~in August 2024. ~~The~~As ~~focus~~of September 30, 2024, no shares of ~~OpGen~~Series ~~going~~E ~~forward,~~Preferred ~~under~~Stock ~~new~~remain ~~leadership~~outstanding. ~~and~~Upon aconversion, ~~new~~such ~~Board~~shares of ~~Directors,~~Series ~~will~~E bePreferred onStock resumed the ~~identification~~status of aauthorized ~~privately~~but ~~held~~unissued ~~company~~shares toof ~~complete~~undesignated apreferred ~~reverse~~stock ~~merger~~of orthe ~~similar strategic transaction~~Company.

OnUnder ~~January 5,~~the ~~2023~~direction of AEI Capital Ltd., the Company ~~effected~~further ascaled ~~reverse~~down ~~stock~~legacy ~~split~~operations ofwhile ~~its~~repositioning ~~issued~~itself ~~and~~to ~~outstanding~~operate ~~shares~~in ofthe ~~common~~financial ~~stock~~services atand atechnology ~~ratio~~industry. In furtherance of 1such ~~post-reverse-split~~shift, ~~share~~the ~~for~~Company ~~every~~established 20a ~~pre~~wholly-~~reverse-split~~owned ~~shares.~~subsidiary, ~~The~~CapForce ~~common~~International ~~stock~~Holdings ~~continues~~Ltd. to(“CapForce”), bewhich ~~traded~~launched ona ~~The~~new ~~Nasdaq~~business ~~Capital~~line ~~Market~~offering ~~under~~listing ~~the~~sponsorship ~~symbol “OPGN”~~ and ~~began~~consultancy ~~trading~~services onto ainternational ~~split-adjusted~~companies ~~basis~~seeking onto ~~January 5,~~list ~~2023.~~their ~~All~~securities ~~share~~on ~~amounts~~securities ~~and~~exchanges. ~~per~~Additionally, ~~share~~CapForce ~~prices~~contemplates inentering ~~this~~the ~~Annual~~financial ~~Report~~technology ~~have~~industry ~~been~~supporting ~~adjusted~~digital toinvestment ~~reflect~~banking ~~the~~activities ~~reverse~~and ~~stock~~capital ~~split~~table management.

On January 5, 2023 and May 920, 2024, the Company ~~held~~effected a1-for-20 ~~special~~and ~~meeting~~1-for-10 ofreverse ~~stockholders~~stock tosplits ~~vote on certain matters, including the removal~~ of ~~certain~~its ~~restrictions~~issued ~~applicable~~and tooutstanding ~~the voting of Mr. Lazar’s~~ shares of ~~Series~~common Estock, ~~Preferred Stock~~respectively. ~~Following~~All ~~approval~~share ofamounts ~~the~~and ~~proposals~~per atshare ~~such~~prices ~~special~~in ~~meeting,~~this ~~subject~~Annual toReport ~~limited~~have ~~exceptions,~~been ~~Mr. Lazar~~adjusted ~~may~~to ~~vote~~reflect ~~his~~the ~~shares~~reverse ~~without~~stock ~~restrictions~~splits.

OnNew ~~May 20,~~Business 2024, the Company effected a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 post-reverse-split share for every 10 pre-reverse-split shares. The common stock continues to be traded on The Nasdaq Capital Market under the symbol “OPGN” and began trading on a split-adjusted basis on May 20, 2024. All share amounts and per share prices in this Annual Report have been adjusted to reflect the reverse stock split.Ventures

~~Glossary~~Through its wholly-owned subsidiary CapForce, OpGen offers capital market listing sponsorship services to mid-sized growth-stage private companies around the world targeting public market listings with market capitalization values between $1 billion and $10 billion. OpGen, through CapForce, is also pursuing the launch of a next-generation global digital investment banking platform. This platform is designed to support cross-border securities trading, advanced computational model-enabled investment banking advisory and asset management services, and FinTech-enabled cap table management solutions.

~~The~~Capital ~~following~~Market ~~scientific,~~Listing ~~healthcare,~~Sponsorship ~~regulatory and OpGen-specific terms are used throughout this Annual Report:~~Services

~~“Annual~~As ~~Report”~~part ~~means~~of ~~this~~its ~~Annual~~strategic ~~Report~~focus on ~~Form~~capital 10markets advisory, CapForce offers specialized listing sponsorship and listing consultancy services to mid-Ksized, growth-stage private companies, with a particular emphasis on issuers based in Asia. These services are designed to support companies pursuing public listings on leading global exchanges, including the New York Stock Exchange (NYSE), NASDAQ, and major Asian securities markets. CapForce’s offerings are particularly tailored for private companies targeting initial public offerings (IPOs) or direct listings with anticipated market capitalizations between $1 billion and $10 billion. CapForce is actively providing listing sponsorship and listing consultancy services to a single client, with the intent to grow this business line.

~~“ATM~~The ~~offering”~~listing ~~means~~sponsorship anservices ~~at-~~provided by CapForce are structured to guide client companies through the~~-market~~ full lifecycle of the public ~~offering~~listing process. Acting as a strategic sponsor, CapForce supports clients in preparing regulatory and financial disclosures, engaging with underwriters and legal advisors, and meeting the corporate governance and compliance standards required by the target exchange. These services are especially critical for Asian-based issuers seeking to access U.S. or international capital markets, where alignment with cross-jurisdictional regulatory expectations and investor standards is essential for a successful listing.

~~“EIB”~~In ~~means~~parallel, ~~European~~CapForce ~~Investment~~offers ~~Bank~~comprehensive listing consultancy services focused on enhancing a company’s internal readiness and strategic positioning for entry into public markets. This includes IPO- and listing-readiness assessments, optimization of capital and governance structures, evaluation of internal controls, development of investor relations strategies, and assistance in crafting a compelling equity story. By drawing on its deep understanding of regional market dynamics and global investor expectations, CapForce, with the knowledge and guidance from OpGen’s controlling shareholder, AEI Capital Ltd., helps high-growth companies in Asia and beyond effectively prepare for the operational and reputational demands of being a publicly traded company.

~~“NOL”~~Together, ~~means~~these ~~net~~listing ~~operating~~sponsorships ~~loss~~and listing consultancy services represent an integrated capital markets advisory solution for private companies seeking to achieve scale and liquidity through public listings. With a strong emphasis on cross-border market access, particularly for Asian issuers targeting listings on the NYSE, NASDAQ, and major Asian exchanges, CapForce is well-positioned to help clients manage listing complexity, mitigate execution risk, and unlock long-term shareholder value. Through its multidisciplinary expertise and global capital markets reach, CapForce, with the knowledge and guidance from OpGen’s controlling shareholder, AEI Capital Ltd., aims to serve as a trusted partner to the next generation of publicly listed market leaders.

~~“SEC” means the U.S. Securities and Exchange Commission.~~2

~~“Securities~~Next ~~Act”~~Generation ~~means~~Global ~~the~~Digital ~~Securities~~Investment ~~Act~~Banking ~~of 1933, as amended.~~Platform

~~Corporate~~Cross-Border ~~Information~~Securities Trading

~~OpGen~~As part of its expanding suite of capital markets services, ~~Inc.~~CapForce ~~was~~is ~~incorporated~~developing inand ~~Delaware~~plans into ~~2001~~offer next-generation cross-border securities trading capabilities through its global digital investment banking platform. ~~The~~This ~~Company’s~~service ~~headquarters~~is ~~are~~designed ~~located~~to atprovide ~~9717~~institutional ~~Key~~and ~~West~~qualified ~~Avenue,~~investors ~~Suite~~with ~~100,~~seamless inaccess ~~Rockville~~to a wide range of global markets including North America, ~~Maryland~~Asia, ~~through~~and other major international financial centers via a unified, fully digital interface. The platform will support the ~~end~~trading of ~~the~~traditional ~~second~~securities ~~quarter~~such ofas ~~2024~~equities, as well as select regulated digital assets, enabling a comprehensive and modernized approach to global investing. ~~The~~CapForce ~~Company~~will ~~operates~~ensure full compliance with all applicable regulatory licensing requirements in ~~one~~each ~~business~~jurisdiction, ~~segment~~where required.

~~Available~~The ~~Information~~cross-border trading solution offered by CapForce is particularly tailored to meet the needs of market participants in Asia seeking exposure to public markets in the U.S. and other global jurisdictions. By leveraging advanced technology infrastructure, integrated regulatory compliance tools, and secure settlement systems, the platform will reduce friction commonly associated with international trading such as currency conversion, time zone disparities, and fragmented data access. In addition, the platform will support trading and custody of compliant digital asset securities, providing investors with diversified access to emerging blockchain-based financial instruments within a regulated framework. Through this next-generation solution, CapForce aims to democratize capital markets access, bridge traditional and digital asset ecosystems, and empower global investors with efficient, borderless trading capabilities backed by institutional-grade infrastructure.

~~The~~Advanced ~~Company~~Computational ~~maintains a website at www.opgen.com. Our Code of Conduct is available on our website. We are not incorporating our website into this Annual Report. Our annual reports on Form 10~~Model-K,Enabled ~~quarterly~~Investment ~~reports~~Banking onAdvisory ~~Form 10-Q~~ and ~~current~~Asset ~~reports~~Management on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on our website as soon as practicable after electronic filing of such material with, or furnishing it to, the SEC. This information may be read at the SEC website at http://www.sec.gov.Services

2As a key component of its next-generation global digital investment banking platform, CapForce has finished developing and will offer advanced computational model-enabled investment banking advisory services for both investment banking and asset management. This innovative offering is designed to provide institutional, corporate, and high-net-worth clients with intelligent, algorithmically powered financial guidance spanning capital markets strategy, portfolio construction, risk management, and personalized asset allocation delivered through a fully digital and user-centric interface. By leveraging advanced machine learning models and real-time data analytics, this platform will deliver tailored insights and recommendations aligned with client-specific objectives, market conditions, and risk profiles.

~~Item~~The 1Aadvanced computational model-enabled investment banking advisory platform is intended to meet the growing demand for accessible, data-informed financial advisory solutions across global markets, particularly among emerging companies and investors in Asia seeking sophisticated financial planning tools at scale. ~~Risk~~Through ~~Factors~~the integration of deep-learning algorithms, predictive modeling, and natural language interfaces, CapForce aims to automate and optimize a range of traditionally manual functions within investment banking and asset management such as deal screening, capital structure optimization, scenario analysis, and portfolio rebalancing. In addition to traditional asset classes, the platform will support advisory for digital assets, enabling clients to incorporate regulated crypto-assets and tokenized instruments into their strategies. This advanced computational model-enabled approach aims to enhance decision-making, reduce advisory costs, and increase scalability.

The following are significant factors known to us that could materially harm our business, financial condition or operating results or could cause our actual results to differ materially from our anticipated results or other expectations, including those expressed in any forwardFinTech-~~looking~~enabled ~~statement~~Capital ~~made~~Table inManagement this Annual Report. The risks described are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also adversely affect our business, financial condition and operating results. If any of these risks actually occur, our business, financial condition, and operating results could suffer significantly.Solutions

~~Risks~~As ~~Related~~part of its integrated global digital investment banking platform, CapForce will offer FinTech-enabled capital table management solutions tailored specifically for private, growth-stage companies. This service is designed to ~~Our~~provide ~~Business~~founders, executives, and corporate finance teams with a secure, scalable, and intelligent platform to manage equity ownership, investor records, employee stock option and incentive plans, convertible securities, and other capitalization instruments. With an intuitive user experience and real-time data capabilities, the platform is expected to enhance transparency, accuracy, and governance across all stages of a company’s growth.

~~We have only a modest amount of cash, which is not sufficient to support our plan of operations for the long-term.~~3

WeThe ~~have~~capital ~~obtained~~table ~~short-term~~management ~~financing~~solution serves as a ~~result~~key ofentry ~~the~~point ~~March 2024~~into ~~Private~~the ~~Placement;~~broader ~~however~~CapForce ecosystem, ~~such~~offering ~~financing~~strategic ~~provided~~value ~~the~~beyond ~~Company~~operational ~~limited~~efficiency. ~~capital~~By ~~and~~engaging ~~there~~with ~~can~~private becompanies noearly ~~assurance~~in ~~that~~their ~~additional~~lifecycle, ~~financing~~particularly ~~will~~across beAsia ~~available~~and toother ~~us,~~high-growth ~~or if available~~regions, ~~will~~CapForce beplans onto ~~terms~~build ~~satisfactory~~long-term torelationships uswith infuture ~~the~~public ~~longer-term~~market participants. IfAs wethese ~~are~~companies ~~unable~~scale toand ~~obtain~~consider ~~funds~~liquidity ~~when~~events wesuch ~~need~~as ~~them~~IPOs or ifdirect welistings, ~~cannot~~they ~~obtain~~will ~~funds~~benefit onfrom ~~terms~~seamless ~~favorable~~access to usCapForce’s ~~within~~listing ~~the~~sponsorship ~~longer-term,~~and welisting ~~may~~consultancy ~~not~~services. beThis ~~able~~integrated approach allows CapForce to ~~maintain~~support ~~our~~clients ~~operations~~from early capitalization through to public market readiness, reinforcing its role as a ~~going~~long-term ~~concern~~strategic partner in capital formation and market access.

WeMarket ~~scaled down operations, will not generate significant revenues unless we complete a business combination with an operating company, and need additional capital to fund our activities.~~Overview

WeAsia ~~continue~~has toemerged ~~implement~~as ~~cash~~a ~~management~~dynamic ~~initiatives,~~region ~~included~~for ~~scaled~~private ~~down~~company ~~operations~~growth, tounderpinned ~~the~~by ~~core functions of~~ a ~~U.S.~~robust ~~Nasdaq~~pipeline ~~listed~~of ~~company with only minimal distribution~~mid-sized, ~~marketing,~~innovation-driven ~~and~~enterprises ~~sales~~poised ~~support, allowing the Company~~ to ~~conserve~~access ~~cash~~public ~~and~~capital ~~focus~~markets. onAccording ~~the functions needed~~ to ~~pursue~~Crunchbase, ~~potential~~companies ~~strategic~~in ~~alternatives.~~high-growth Assectors wesuch ~~have~~as ~~transitioned~~technology, ~~our~~fintech, ~~business model~~healthcare, ~~unless we complete a business combination with an operating company~~e-commerce, ~~we will not generate significant new revenues in the future~~ and weadvanced ~~will~~manufacturing ~~continue~~are toincreasingly ~~incur~~reaching ~~expenses~~scale ~~related to identifying and acquiring an operating company and compliance~~ with ~~our~~valuations ~~reporting~~above ~~obligations~~$1 ~~under~~billion. ~~applicable~~As ~~federal~~these ~~securities~~issuers ~~laws.~~mature, Wemany ~~will~~are ~~need~~leveraging toinitial ~~raise~~public ~~additional~~offerings ~~funds,~~(IPOs) and ~~such~~direct ~~funds~~listings ~~may~~to ~~not~~capitalize ~~be available~~ on ~~commercially~~global ~~acceptable~~investor ~~terms~~demand, ifenhance atbrand ~~all. If we cannot raise funds on acceptable terms~~visibility, ~~we may not be able to continue to execute our plan to acquire an operating company~~ and insupport ~~the~~regional ~~extreme~~or ~~case,~~international ~~we may need to liquidate the Company~~expansion.

WeFor ~~have~~the asix ~~history~~months ofended ~~losses~~June 30, ~~and~~2025, wethe ~~expect~~Asia-Pacific region accounted for 74% of global international listings, according to ~~incur~~EY ~~losses~~Global ~~for~~IPO ~~the~~Trends ~~next~~Q2 ~~several~~2025 ~~years~~(Chan, 2025). ~~The~~Issuers ~~report~~from ofChina, ~~our~~India, ~~independent~~Southeast ~~registered~~Asia, ~~public~~and ~~accounting~~South ~~firm~~Korea onare ~~our~~increasingly ~~financial~~targeting ~~statements~~major ~~for~~global exchanges, including the ~~years~~NYSE, ~~ended~~NASDAQ, ~~December 31~~the Hong Kong Stock Exchange (HKEX), ~~2023~~Singapore Exchange (SGX), and ~~2022~~Tokyo ~~contains~~Stock ~~explanatory~~Exchange ~~language~~(TSE) ~~that~~to ~~substantial~~align ~~doubt~~capital ~~exists~~needs ~~about~~with ~~our~~diverse ~~ability~~investor tobases ~~continue~~seeking asexposure ato ~~going~~high-growth ~~concern~~opportunities.

WeThe ~~have~~strategic ~~incurred~~rationale ~~substantial~~for ~~losses~~companies ~~since~~pursuing ~~our~~listings ~~inception,~~on U.S. and weleading ~~expect~~Asian toexchanges ~~continue~~is tomultifaceted, ~~incur~~supported ~~additional~~by ~~losses~~deep ~~for~~liquidity, ~~the~~broad ~~next~~investor ~~several~~participation, ~~years.~~and ~~For~~tailored ~~the~~regulatory ~~years~~frameworks. ~~ended~~U.S. ~~December 31,~~markets ~~2023~~(NYSE and ~~2022,~~NASDAQ) weremain ~~had~~highly ~~net~~attractive ~~losses~~due ofto ~~$32.7~~the ~~million~~depth ~~and~~of ~~$37.3~~capital ~~million,~~pools ~~respectively.~~and ~~From~~premium ~~our~~valuations ~~inception~~afforded ~~through~~to ~~December 31,~~high-growth ~~2023,~~sectors wesuch ~~had~~as antechnology ~~accumulated~~and ~~deficit~~life ~~of $305~~sciences.5 ~~million.~~Notably, ~~The~~foreign ~~reports~~private ofissuers ~~our~~represented ~~independent~~62% ~~registered~~of ~~public~~all ~~accounting~~IPOs ~~firm~~ on ~~our~~U.S. ~~financial~~exchanges ~~statements~~in ~~for~~ the ~~years~~first ~~ended~~six ~~December 31,~~months ~~2023~~of ~~and~~2025, ~~2022~~according ~~each~~to ~~contain~~EY ~~explanatory~~Global ~~language~~IPO ~~that~~Trends ~~substantial~~Q2 ~~doubt~~2025 ~~exists~~(Chan, ~~about~~2025). ~~our~~Cross-border ~~ability~~activity tohas ~~continue~~accelerated; asfor athe ~~going~~three ~~concern.~~months Weended ~~completed~~March 31, a2025, ~~number~~Asia-Pacific ofoverseas ~~financings~~listings inmore ~~2022~~than ~~and~~doubled ~~2023. We completed an at~~year-~~the~~over-~~market~~year ~~offering~~to ~~which~~30 ~~raised~~deals. ~~net~~According ~~proceeds~~to ofthe ~~approximately $0~~U.99S.-China ~~million~~Economic inand ~~2022,~~Security aReview ~~registered~~Commission, ~~direct~~from ~~financing~~January 1, in2024 ~~October~~through March ~~2022~~31, ~~which~~2025, ~~raised~~48 ~~net~~Chinese ~~proceeds~~issuers oflisted ~~approximately~~on $3U.04S. ~~million~~exchanges, araising ~~registered direct financing in January 2023, which raised net proceeds of approximately~~ $62.91 ~~million~~billion, aand ~~best-efforts~~as ~~public~~of ~~offering in May~~March ~~2023~~31, ~~which raised net proceeds of approximately $3.0 million~~2025, a286 ~~preferred~~Chinese ~~stock~~companies ~~purchase~~listed ~~agreement~~ in ~~October 2023~~the ~~for~~United upStates tocollectively represented $1.01 ~~million~~trillion in ~~proceeds,~~market ~~and~~capitalization. aConcurrently, ~~warrant~~Asian ~~inducement~~exchanges ~~agreement~~are inenhancing ~~October 2023,~~competitiveness ~~which~~via ~~raised~~proximity ~~net~~to ~~proceeds~~domestic ofinvestor ~~$2.057 million. Additionally~~bases, weacceptance ~~entered into a securities purchase agreement for the sale~~ of ~~preferred~~dual-class ~~stock~~share ~~in March 2024~~structures, ~~which~~and isregulatory ~~expected~~reforms toaimed ~~raise~~at ~~proceeds~~attracting oftechnology-focused ~~approximately $3~~issuers.0 ~~million.~~Dual Weand ~~cannot~~cross-border ~~assure~~listings ~~you~~are ~~that~~increasingly weused ~~can continue~~ to ~~raise~~mitigate ~~the~~geopolitical ~~capital~~and ~~necessary~~regulatory torisk ~~fund~~while ~~our~~optimizing ~~business.~~access ~~Failure~~ to ~~achieve~~global ~~profitable~~capital, ~~operations~~fostering ~~may~~a ~~require~~broader usecosystem toof ~~seek~~legal ~~additional~~advisors, ~~financing~~underwriters, ~~when~~fintech ~~none~~platforms, isand ~~available~~governance ~~or is only available on unfavorable terms~~consultants.

3This momentum is reinforced by growing demand for institutional-grade infrastructure and advisory services that connect local private markets with global public exchanges amid rising complexity in cross-border compliance, investor relations, environmental, social, and governance (ESG) disclosures, and post-listing reporting obligations. According to the Financial Advisory Services Market Report for August 2025, the global market for financial advisory services is expected to be approximately $135 billion in 2025 and is projected to grow at a compound annual rate of roughly 8.7% through 2030, reaching $204 billion by 2030. In parallel, foundational tools cap table management, enhanced equity transparency, and efficient connectivity to international trading venues have become essential for private companies preparing for and executing listings. These structural shifts, combined with supportive macroeconomic conditions (including accommodative monetary policies) and the rapid digitalization of financial services, suggest sustained momentum in public listing activity among Asia-based growth companies, positioning the region as a key driver of global capital-market integration and long-term value creation for issuers and investors alike.

~~We have substantial amount of debt which must be liquidated prior to entering an acquisition of an operating company.~~4

We have made significant progress in negotiating our debt with our creditors. As part of the March 2024 Purchase Agreement, the Company entered into settlement agreements (the “Settlement Agreements”) with each of the European Investment Bank (“EIB”) and Curetis GmbH, the Company’s subsidiary (“Curetis”), and Curetis’ trustee in insolvency, pursuant to which the parties agreed to settle outstanding liabilities amongst the parties. Pursuant to the settlement agreements and March 2024 Purchase Agreement, following the final closing of the transactions contemplated by the March 2024 Purchase Agreement, the Company will pay $2.0 million of the proceeds to settle all outstanding debt of the Company to each of EIB and Curetis. The settlement agreement with EIB also terminated that certain Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between the EIB and the Company, pursuant to which the Company had guaranteed all of Curetis’ debt to EIB. If we are unable to pay and settle such outstanding liabilities in accordance with the terms of the settlement agreements, the Company will continue to have substantial debt to the EIB, and we will not have capital to pay such debt in accordance with its terms, which would have a material adverse effect and, if the EIB exercises its rights and remedies under our guarantee agreement, would likely force us to seek bankruptcy protection.Competition

WeThe ~~may~~competitive ~~not~~landscape befor ~~able~~capital tomarkets ~~acquire~~services antargeting ~~operating~~private ~~company~~companies in Asia is becoming increasingly sophisticated and iffragmented. weA ~~complete~~growing number of global and regional players are positioning themselves to serve the evolving needs of high-growth Asian enterprises pursuing listings on major public exchanges such anas ~~acquisition~~the NYSE, weNASDAQ, ~~expect~~HKEX, ~~that~~SGX, weand ~~will~~TSE. ~~need~~These toinclude ~~raise~~traditional ~~additional~~investment banks, boutique advisory firms, regional financial institutions, and an emerging class of digital platforms that offer capital raising, equity management, and advisory services in a modular or tech-driven format.

~~Assuming~~Major weglobal ~~transition~~investment ~~our~~banks ~~business~~continue ~~model~~to asdominate ~~expected~~high-profile IPOs and large-cap listings, ~~our~~leveraging ~~sole~~established ~~business~~regulatory ~~objective~~relationships, ~~following~~institutional ~~liquidation~~investor ofnetworks, ~~our~~and ~~debts~~full-service capital markets infrastructure. However, ~~will~~we bebelieve tothat ~~seek~~their tohigh ~~identify~~fee ~~strategic~~structures, selective deal criteria, and focus on later-stage or high-visibility issuers create opportunities. Asfor newer entrants to capture underserved segments of the ~~date~~market, ofparticularly ~~this~~mid-sized ~~report~~private companies in Asia that are earlier in their listing journey or require more flexible, wetechnology-enabled ~~have~~support. ~~commenced~~Regional ~~the~~financial ~~process~~institutions ofand ~~identifying~~law ~~strategic~~firms ~~opportunities~~in Hong Kong, ~~but~~Singapore, ~~there~~and ~~can~~India beare noalso ~~assurance~~intensifying ~~that~~their wefocus ~~will~~on bepre-listing ~~able~~advisory toand ~~complete~~dual ~~such~~listings, aoften ~~transaction~~combining regulatory insight with deep local market knowledge.

InAt the ~~event~~same wetime, ~~complete~~fintech-enabled ~~such~~platforms aare ~~transaction,~~reshaping wecompetitive ~~expect~~dynamics ~~that~~by weoffering ~~will~~niche ~~need~~services tosuch ~~raise~~as ~~substantial~~digital ~~additional~~equity ~~capital.~~management, Weautomated ~~intend~~investor toonboarding, ~~rely~~and onadvanced ~~external~~computational ~~sources~~model-enabled offinancial ~~financing~~planning. toSeveral ~~meet~~well-capitalized ~~any~~startups ~~capital~~in ~~requirements~~Asia and tothe ~~obtain~~United ~~such~~States ~~funding~~now ~~through~~provide ~~the~~digital ~~debt~~cap ~~and~~table ~~equity~~solutions, ~~markets.~~cross-border Webrokerage ~~cannot~~access, ~~provide~~or ~~any~~model-enabled ~~assurances~~advisory ~~that~~tools wefor ~~will~~founders beand ~~able~~CFOs topreparing ~~obtain~~for ~~additional~~capital ~~funding~~events. ~~when~~While itmany isof ~~required~~these orplatforms ~~that~~operate itin ~~will~~silos, bea ~~available~~few toare usbeginning onto ~~commercially~~expand ~~acceptable~~into ~~terms,~~integrated ifservice atmodels ~~all.~~similar Ifto wethose ~~fail~~traditionally toprovided ~~obtain~~by ~~such~~investment ~~necessary funding~~banks, ~~any~~introducing ~~such~~a ~~transaction~~new ~~may~~class ~~not~~of beagile, ~~successful~~lower-cost competitors.

~~Our~~To ~~Board~~compete ofeffectively ~~Directors~~in ~~has~~this ~~sole~~landscape, ~~discretion~~we believe any company seeking to ~~identify~~grow ~~and~~its ~~evaluate~~client ~~transaction~~base ~~candidates~~must overcome several key challenges: (i) building trust with private company founders and ~~complete~~boards ~~transactions~~in ~~without~~a relationship-driven culture; (ii) navigating jurisdiction-specific regulatory environments across multiple Asian markets; and (iii) demonstrating the ~~approval~~institutional credibility, technological robustness, and cross-border execution capabilities expected of ~~our~~advisors ~~stockholders~~involved in public listings. Establishing brand recognition, maintaining strong compliance standards, and differentiating through bundled, tech-enabled services will be critical to overcoming these barriers and capturing market share in Asia’s increasingly competitive capital markets ecosystem.

WeSales ~~have not developed any specific transaction guidelines~~ and we are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential transactions or business combinations. We will target companies that we believe will provide the best potential long-term financial return for our stockholders and we will determine the purchase price and other terms and conditions of such transactions without review or approval of our stockholders. Accordingly, our stockholders will not have the opportunity to evaluate the relevant economic, financial, and other information that our Board will use and consider in deciding whether or not to enter into a particular transaction.Marketing

WeCapForce’s ~~will~~sales ~~not~~and ~~generate~~marketing ~~any~~strategy ~~significant~~is ~~revenue~~designed orto ~~earnings~~attract inand engage mid-sized, growth-stage private companies across Asia, with a particular emphasis on those preparing for public listings on leading global exchanges such as the ~~near~~NYSE, ~~future~~NASDAQ, ~~unless~~HKEX, SGX, TSE, and ~~until~~Euronext. weHeadquartered ~~merge~~in Labuan, Malaysia, CapForce operates at a nexus of Southeast Asia’s dynamic financial and innovation hubs, granting it a competitive advantage in sourcing and engaging with orhigh-growth ~~acquire~~private anenterprises ~~operating~~in ~~business~~markets such as Malaysia, Singapore, Indonesia, Thailand, Vietnam, India, and Greater China.

~~Upon~~Through ~~settlement~~its ofnext-generation ~~our~~digital ~~debts~~investment tobanking ~~EIB~~platform, ifCapForce ~~such~~plans anto ~~event~~offer ~~occurs,~~a wefull ~~will~~suite ~~have~~of ~~limited~~services ~~assets~~including listing sponsorship and ~~operations.~~consultancy, Ascross-border asecurities ~~result~~trading, weadvanced docomputational ~~not~~model-enabled investment banking advisory, and FinTech-enabled capital table management solutions. We expect that CapForce will provide a compelling value proposition to ~~generate~~emerging ~~any~~market ~~significant~~leaders ~~revenue~~seeking orscalable, ~~realize~~cross-border ~~significant~~capital ~~revenue~~market ~~unless~~access. The marketing and ~~until~~sales westrategy ~~successfully~~will ~~complete~~focus on early engagement, positioning CapForce as a ~~strategic~~long-term ~~transaction~~partner from pre-listing planning to post-listing support.

~~There is competition for those private companies suitable for a merger transaction of the type being contemplated by management.~~5

~~There~~The ~~is currently a very competitive market for business opportunities, which could reduce the likelihood of consummating a successful business combination. We expect~~ go-to ~~be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of small private and public entities. A large number of established and well~~-~~financed~~market ~~entities,~~approach ~~including~~will ~~small public companies, venture capital firms, and special purpose acquisition companies, or “SPACs”, are active in mergers and acquisitions of companies that may~~ be ~~desirable~~anchored ~~target~~on ~~candidates~~three ~~for~~strategic us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. As a result, we may be unable to effectively compete with such entities in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of us identifying and consummating a successful business combination.pillars:

41. Leveraging the Pre-Existing Network of AEI Capital Ltd.: CapForce plans to actively utilize the regional and global relationship networks of AEI Capital Ltd., the Company’s controlling stockholder, to identify high-quality prospective clients. This includes deal referrals from investment partners, corporate advisory firms, legal and accounting networks, and board-level executives. AEI Capital Ltd.’s footprint in Asia and its track record in facilitating cross-border financial transactions provide valuable entry points into private company ecosystems across Malaysia and beyond. By focusing on high-value introductions from established financial intermediaries, CapForce minimizes outreach risks and accelerates engagement with listing-ready enterprises.

~~Security~~2. ~~breaches~~Strategic Partnerships Across Southeast and East Asia: CapForce will develop and strengthen partnerships with regional venture capital and private equity firms, ~~loss~~corporate oflaw ~~data~~firms, accounting and ~~other~~compliance ~~disruptions~~specialists, ~~could~~accelerators, ~~compromise~~and ~~sensitive~~startup ~~information~~platforms ~~related~~across toASEAN, ~~our~~India, ~~business~~and orNorth ~~prevent~~Asia. usThese ~~from~~partnerships ~~accessing~~will ~~critical~~act ~~information~~as trusted distribution and ~~expose~~origination uschannels, toparticularly ~~liability~~for capital table management and listing-readiness services. Such partnerships will enhance market intelligence, ~~which~~regulatory ~~could~~alignment, ~~adversely~~and ~~affect~~geographic ~~our~~coverage-important ~~business~~factors in maintaining a competitive edge in fragmented emerging markets. Co-branded education initiatives, investor roundtables, and ~~our~~exclusive ~~reputation~~advisory engagements will reinforce CapForce’s credibility as a full-cycle capital markets partner.

In3. ~~the~~Localized ~~ordinary~~Digital ~~course~~Marketing ~~of our business, we collect~~ and ~~store~~Thought ~~sensitive~~Leadership: ~~data,~~CapForce ~~which~~will ~~may~~deploy ~~include~~a ~~legally~~regionally ~~protected~~localized ~~health~~digital ~~information~~marketing ~~and~~strategy. ~~personally~~This ~~identifiable~~will ~~information~~involve ~~about~~publishing ~~our~~white ~~customers~~papers ~~and~~on ~~their~~IPO ~~patients. We also store sensitive intellectual property~~ and ~~other~~listing ~~proprietary business information~~trends, ~~including~~hosting ~~that~~webinars ofwith ~~our~~exchange ~~customers.~~representatives ~~We manage~~ and ~~maintain~~advisors, ~~our applications~~ and ~~data~~targeted ~~utilizing~~digital acampaigns ~~combination~~via ofLinkedIn, ~~on-site~~email, ~~systems~~ and ~~cloud-based~~professional ~~data center systems~~platforms. ~~These~~CapForce’s ~~applications~~presence ~~and~~within ~~data~~the ~~encompass~~growing aAsian ~~wide~~fintech ~~variety~~innovation ofregion ~~business-critical~~will ~~information,~~also ~~including~~support ~~research~~its ~~and~~visibility ~~development~~through ~~information,~~its ~~commercial~~participation ~~information~~in ~~and~~capital ~~business~~markets ~~and financial information. We face four primary risks relative to protecting this critical information: loss of access risk~~events, ~~inappropriate~~fintech ~~disclosure risk~~summits, ~~inappropriate modification risk~~ and ~~the~~regulatory ~~risk of our being unable to identify and audit our controls over the first three risks~~forums.

~~We are highly dependent on information technology networks and systems~~Additionally, ~~including~~CapForce ~~the~~will ~~Internet,~~actively tobuild ~~securely~~brand ~~process,~~presence ~~transmit~~ and ~~store~~educational ~~this~~leadership ~~critical~~by ~~information.~~sponsoring ~~Security~~or ~~breaches~~speaking ofat ~~this~~key ~~infrastructure,~~industry ~~including~~events ~~physical~~across ~~or electronic break-ins~~Malaysia, ~~computer viruses~~Singapore, ~~phishing attempts~~Jakarta, ~~ransomware attacks or other attacks by hackers and similar breaches~~Mumbai, ~~can~~Hong ~~create system disruptions~~Kong, ~~shutdowns~~and ~~or unauthorized disclosure or modification of confidential information~~Seoul. ~~The~~These ~~secure~~events ~~processing,~~will ~~storage,~~help ~~maintenance,~~raise ~~and~~awareness ~~transmission~~ of ~~this~~evolving ~~critical~~cross-border ~~information~~listing isopportunities ~~vital to our operations~~ and ~~business~~the ~~strategy,~~role ~~and~~of wedigital ~~devote~~infrastructure ~~significant~~in ~~resources~~modern toinvestment ~~protecting~~banking, ~~such~~while ~~information.~~promoting ~~Although~~investor weconfidence ~~take~~in ~~measures~~CapForce’s todomain ~~protect~~expertise ~~sensitive information from unauthorized access or disclosure, our information technology~~ and ~~infrastructure~~regulatory ~~may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions~~familiarity.

ABy ~~security~~combining ~~breach~~its orKuala ~~privacy~~Lumpur-based ~~violation~~operational ~~that~~hub, ~~leads~~the torelationship ~~disclosure~~strength ~~or modification~~ of orAEI ~~prevents~~Capital ~~access to consumer information (including personally identifiable information or protected health information) could harm our reputation~~Ltd., ~~compel~~and usdeep tointegration ~~comply~~ with ~~disparate~~regional ~~state~~capital ~~breach~~markets ~~notification laws~~ecosystems, ~~require~~CapForce usis towell-positioned ~~verify the correctness of database contents and otherwise subject us~~ to ~~liability~~attract under laws that protect personal data, resulting in increased costs or loss of revenue. If we are unable to prevent such security breaches or privacy violations or implement satisfactory remedial measures, our operations could be disrupted, and weretain ~~may~~a ~~suffer~~robust ~~loss~~client ofbase ~~reputation, financial loss and other regulatory penalties because~~ of ~~lost~~high-growth orAsian ~~misappropriated~~private ~~information,~~companies ~~including~~as ~~sensitive~~they ~~consumer~~prepare ~~data. In addition, these breaches and other inappropriate access can be difficult~~ to ~~detect,~~enter ~~and~~global ~~any~~public ~~delay in identifying them may lead to increased harm, as described above~~markets.

~~Any~~Sales such breach or interruption could compromise our networks, and the information stored there could be inaccessible or could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such interruption in access, improper access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, such as the federal Health Insurance Portability and Accountability Act, or HIPAA, and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt our operations, including our ability to collect, process, and prepare Company financial information as well as manage the administrative aspects of our business, all of which could adversely affect our business.Process

InCapForce’s ~~addition,~~sales ~~the~~process ~~interpretation~~is ~~and~~structured ~~application~~to ofalign ~~consumer,~~with ~~health-related,~~its ~~privacy~~core ~~and~~service ~~data~~offerings ~~protection~~and ~~laws~~its instrategic ~~the~~focus ~~United~~on ~~States~~engaging ~~and elsewhere are often uncertain~~mid-sized, ~~contradictory~~growth-stage ~~and~~private incompanies ~~flux.~~across ItAsia isthat ~~possible~~are ~~that~~actively ~~these~~preparing ~~laws~~for ~~may~~listings beon ~~interpreted~~major U.S. and ~~applied~~Asian instock aexchanges. ~~manner~~The ~~that~~process is ~~inconsistent~~structured ~~with~~around ~~our~~a ~~practices.~~consultative Ifengagement somodel, ~~this~~enabling ~~could~~CapForce ~~result~~to indeliver ~~government~~tailored, multi-~~imposed~~phase ~~fines~~solutions ~~or orders requiring~~ that weadapt ~~change our practices, which could adversely affect our business. Complying with these various laws could cause us~~ to ~~incur~~each ~~substantial~~client’s ~~costs~~unique orstage ~~require~~of usmaturity, toregulatory ~~change~~environment, ~~our business practices~~ and ~~compliance~~strategic ~~procedures in a manner adverse to our business~~objectives.

WeFor ~~are~~its ~~subject~~listing tosponsorship ~~risks~~and ~~with~~consultancy ~~respect~~services, toCapForce ~~counterparties~~will be identifying and qualifying prospective clients, typically companies with valuations between $1 billion and ~~failure~~$10 billion through its network of ~~such~~venture ~~counterparties~~capital tofirms, ~~meet~~legal ~~their~~advisors, ~~obligations~~and ~~could~~financial ~~cause~~intermediaries. usThe process begins with discovery sessions to ~~suffer~~assess ~~losses~~listing orreadiness, ~~negatively~~followed ~~impact~~by ~~our~~customized ~~results~~proposals outlining advisory support for exchange selection, regulatory compliance, and governance preparation. Engagements are formalized through defined scopes of ~~operations~~work and ~~cash~~executed ~~flows~~in alignment with clients’ listing timelines. Clients will receive bespoke advisory scopes that integrate cross-border regulatory strategy, market positioning, and operational preparation for listing. This front-loaded, strategic approach helps differentiate CapForce from transactional advisors by fostering deeper alignment with long-term client outcomes and de-risking the public market transition.

We have entered into various contracts that are material to the operation of our business that subject us to counterparty risks. The ability and willingness of our counterparties to perform their obligations under any contract will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of such counterparty’s industry and the overall financial condition of the counterparty. A prolonged period of difficult industry conditions could lead to changes in a counterparty’s liquidity and increase our exposure to counterparty risk. If our counterparties are unable or unwilling to perform, it could negatively impact our results of operations and cash flows.6

5In its cross-border securities trading services, CapForce will target institutional investors, qualified high-net-worth individuals, and listed issuers seeking seamless access to global public markets. Clients are acquired through direct outreach, digital campaigns, and referrals from regional partners. Following onboarding and regulatory compliance (including KYC/AML protocols), clients will be provided access to a secure, multilingual trading platform offering real-time access to U.S. and Asian exchanges. Relationship management continues post-onboarding to support ongoing trading needs. By integrating compliance, execution, and custody into a single interface, CapForce expects to reduce operational friction and enhance client retention through superior user experience and trading efficiency. The global and digital nature of CapForce’s platform will support scalable customer acquisition with high operating leverage, contributing to margin expansion as user volume increases.

~~Risks~~The ~~Related~~sales process for the advanced computational model-enabled investment banking advisory and asset management services will focus on engaging corporate executives and investors interested in data-driven, automated financial guidance. Prospective clients will be introduced to ~~Our~~the ~~Securities~~platform through digital content, live demonstrations, and ~~Public~~trial ~~Company~~access. ~~Status~~Upon onboarding, the AI modules offer personalized financial modeling, portfolio construction, and scenario analysis tailored to pre-listing planning and post-listing strategy. Paid subscriptions or advisory retainers follow successful trials, with opportunities for cross-selling additional services as client needs evolve.

IfFor weCapForce’s ~~are~~FinTech-enabled ~~unable~~capital totable ~~maintain~~management ~~effective~~solutions, ~~internal~~the ~~control~~sales ~~over~~process ~~financial~~will ~~reporting~~emphasize early engagement with private companies navigating complex equity structures. Leads will be sourced through partnerships with accelerators, law firms, and venture investors. ~~may~~After ~~lose~~a ~~confidence~~gap inassessment and product demonstration, clients will be onboarded to the ~~accuracy~~digital platform with customized setup support and ~~completeness~~training. ofThis ~~our~~service ~~reported~~is ~~financial~~anticipated ~~information~~to ~~and~~serve ~~the~~as ~~market~~a ~~price~~key entry point into CapForce’s broader ecosystem, positioning clients for future use of ~~our~~listing ~~common~~consultancy ~~stock~~and ~~may~~advisory besolutions ~~negatively~~as ~~affected~~they progress toward a public listing.

AsAcross aall ~~public company~~verticals, weCapForce ~~are~~will ~~required to~~ maintain ~~internal~~a ~~control~~centralized ~~over~~relationship ~~financial~~management ~~reporting~~infrastructure ~~and~~ to ~~report~~support ~~any~~client ~~material~~engagement, ~~weaknesses in such internal control. Section 404 of the Sarbanes~~post-~~Oxley~~onboarding ~~Act~~support, ~~of 2002 requires that we evaluate~~ and ~~determine~~cross-sale ~~the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting~~initiatives. IfThis wefull-lifecycle ~~have~~model awill ~~material~~enable ~~weakness~~CapForce into ~~our~~convert ~~internal~~one-time ~~control~~advisory ~~over~~engagements ~~financial~~into ~~reporting~~sustained, wemulti-product ~~may~~relationships, ~~not~~enhancing ~~detect~~both ~~errors~~client onvalue ~~a timely basis~~ and ~~our~~revenue ~~financial statements may be materially misstated~~predictability.

~~When~~Intellectual we are no longer a smaller reporting company, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed.Property

~~When~~The wedevelopment ~~are~~and noongoing ~~longer~~operation aof ~~smaller~~CapForce’s ~~reporting~~next-generation ~~company,~~global ifdigital ~~our~~investment ~~auditors~~banking ~~were~~platform toand ~~express~~community-focused ancross-border ~~adverse~~stock ~~opinion~~trading onplatform ~~the~~are ~~effectiveness~~fundamentally ofunderpinned ~~our~~by ~~internal~~a ~~control~~robust ~~over~~portfolio ~~financial~~of ~~reporting~~proprietary ~~because~~intellectual weproperty ~~had~~(IP). ~~one~~This orIP ~~more~~includes ~~material~~internally ~~weaknesses~~developed software code, ~~investors~~advanced ~~could~~computational ~~lose~~model-enabled ~~confidence~~investment inbanking ~~the~~advisory ~~accuracy~~tools, data processing algorithms, user interface frameworks, and ~~completeness~~integrated ofcompliance ~~our~~and ~~financial~~security ~~disclosures~~protocols, all of which ~~could~~collectively ~~cause~~support ~~the~~a ~~price~~secure, ofscalable, ~~our~~and ~~common~~regulatory-compliant ~~stock~~digital toinfrastructure ~~decline.~~deployed ~~Internal~~across ~~control~~Asia ~~deficiencies~~and ~~could~~other ~~also~~international ~~result~~markets, inproviding awhat ~~restatement~~the ofCompany ~~our~~believes ~~financial~~is ~~results~~a significant competitive advantage in the ~~future~~rapidly evolving FinTech landscape.

WeCapForce’s ~~cannot~~platform ~~assure~~ecosystem ~~you~~comprises ~~that~~three wedistinct ~~will~~yet beinterconnected able to continue to comply with the Nasdaq Minimum Bid Price Rule, the Periodic Filing Rule, or other continued listing standards of the Nasdaq Capital Market. If we are unable to maintain compliance with such standards, we could be subject to delisting or other adverse action, which could negatively impact the trading of our common stock.components:

As1. ~~previously disclosed, we requested~~ a hearing by the Nasdaq Hearings Panel of The Nasdaq Stock Market LLC to appeal the Nasdaq listing staff’s determination to delist the Company’s securities as a result of the failure of the Company’s common stock to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). In response to the Company’s request, on February 9, 2024, the Company received written notification from Nasdaq notifying the Company that the Panel had granted the Company’s request for an additional period, during which the Company will remain listed on Nasdaq, to regain compliance with the Bid Price Rule. Pursuant to the Notice, the Panel granted the Company an additional period until June 3, 2024 to regain compliance. The extension is subject to certain conditions specified by the Panel in the Notice. Thereafter, Nasdaq notified the Company that it failed to comply with Nasdaq Listing Rule 5250(c)(1) for failing to timely file this Annual Report and the Company’s Quarterly Report on Form 10community-Qfocused ~~for the three~~cross-~~month~~border ~~period~~stock ~~ended~~trading March 31, 2024. The Panel again granted the Company’s request for additional time to cure such delinquencies, provided that the Company file this Annual Report by June 3, 2024 and the Quarterly Report on Form 10-Q by July 8, 2024.platform;

While the Company intends to comply with such conditions and rules, there can be no assurance that the Company will be able to regain or remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis or that the Panel will afford the Company additional time to achieve compliance2. ~~If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have~~ a ~~negative~~FinTech-enabled ~~effect~~capital ontable ~~the~~management ~~price~~solution; ~~of our common stock~~ and ~~would impair your ability to sell or purchase our common stock when you wish to do so.~~

~~The~~3. ~~2024~~an ~~Reverse~~advanced ~~Stock~~computational ~~Split~~model-enabled ~~may~~investment ~~decrease~~banking ~~the~~advisory ~~liquidity~~and ofwealth ~~the~~management ~~shares~~platform, ofwhich ~~our~~also ~~common~~supports ~~stock~~public listing sponsorship.

~~The~~Each ~~liquidity~~ of ~~the~~these ~~shares~~platforms ofinvolves ~~our~~distinct ~~common~~intellectual ~~stock~~property ~~may~~elements. beThe ~~affected~~cross-border ~~adversely~~trading byplatform ~~the~~incorporates ~~2024~~proprietary ~~Reverse~~matching ~~Stock~~engines, ~~Split~~sophisticated ~~given~~order-routing ~~the~~algorithms, ~~reduced~~robust ~~number~~multi-currency oftransaction ~~shares~~processing ~~outstanding after the 2024 Reverse Stock Split~~modules, ~~especially~~and ifadvanced ~~the~~regulatory ~~market~~compliance ~~price~~engines ofthat ~~our~~integrate ~~common~~with ~~stock~~regional ~~does~~financial ~~not~~market ~~increase~~infrastructures, asensuring ahigh-speed ~~result~~execution, ofoptimized ~~the 2024 Reverse Stock Split. In addition~~liquidity, ~~the~~and ~~2024~~strict ~~Reverse~~adherence ~~Stock~~to ~~Split~~varied ~~may~~international ~~increase~~trading ~~the~~regulations. ~~number~~Our ofcustom-developed ~~stockholders~~APIs ~~who~~enable ~~own~~secure ~~odd~~connectivity ~~lots~~with ~~(less~~global ~~than~~broker-dealers, ~~100 shares) of our common stock~~custodians, ~~creating~~and ~~the~~clearing ~~potential~~systems ~~for~~while ~~such~~maintaining ~~stockholders~~full toauditability ~~experience an increase in the cost of selling their shares~~ and ~~greater~~data ~~difficulty~~sovereignty ~~effecting such sales~~compliance.

~~Following~~The ~~the~~cap ~~2024~~table ~~Reverse~~management ~~Stock~~platform ~~Split~~relies on purpose-built software engineered to securely model and manage complex ownership structures, ~~the~~equity ~~resulting~~issuances, ~~market~~vesting ~~price~~schedules, shareholder permissions, and comprehensive investor dashboards. The inherently sensitive nature of ~~our~~financial ~~common~~ownership ~~stock~~data ~~may~~necessitates ~~not~~rigorous ~~attract~~IP ~~new~~protection ~~investors~~around these systems, ~~including~~ensuring ~~institutional~~unwavering ~~investors~~data integrity, confidentiality, and ~~may~~compliance. ~~not~~This ~~satisfy~~component ~~the~~requires ~~investing~~IP ~~requirements~~related ofto ~~those~~advanced ~~investors~~role-based access control systems, dynamic scenario modeling (e.g., ~~Consequently~~dilution, ~~the~~conversion ~~trading~~events), ~~liquidity~~and ofsophisticated ~~our~~localization ~~common~~frameworks ~~stock~~to ~~may~~accommodate ~~not~~jurisdiction-specific ~~improve~~legal and regulatory nuances across various Asian markets.

~~There~~The ~~can~~advanced becomputational nomodel-enabled ~~assurance~~investment ~~that~~banking ~~the~~advisory ~~2024~~platform ~~Reverse~~will ~~Stock~~be ~~Split~~integrating ~~will~~advanced ~~result~~machine inlearning aand ~~share~~rule-based ~~price~~logic ~~that~~engines ~~will~~to ~~attract~~automate ~~new~~financial ~~investors~~forecasting, ~~including~~portfolio ~~institutional~~optimization, ~~investors~~valuation benchmarking, and listing-readiness analysis. InProprietary ~~addition,~~AI ~~there~~models ~~can~~trained beon nohistorical ~~assurance~~IPO ~~that~~and ~~the~~listing data, regional financial disclosures, and real-time market ~~price~~signals ofenable ~~our~~personalized ~~common~~investment ~~stock~~banking ~~will~~and ~~satisfy~~asset ~~the~~management ~~investing~~recommendations ~~requirements~~for ofboth ~~those~~issuers and investors. AsThe aIP ~~result,~~is embedded in the ~~trading~~natural ~~liquidity~~language ofprocessing ~~our~~(NLP) ~~common~~engines, ~~stock~~data ~~may~~aggregation ~~not~~frameworks, ~~necessarily~~AI ~~improve~~explainability modules, and risk modeling techniques used to power the advisory workflows.

~~The~~To ~~market~~effectively ~~price~~protect ofthese innovations and maintain our ~~common~~competitive ~~stock~~position, ~~and~~CapForce ~~the~~employs ~~trading~~a ~~volume~~comprehensive intellectual property strategy. This strategy leverages a combination of copyrights for our ~~common~~proprietary ~~stock~~software ~~has~~code, ~~been~~user interface frameworks, and ~~may~~content; ~~continue~~and trade secrets to besafeguard our core algorithms, ~~highly~~AI ~~volatile~~models, and ~~such~~confidential ~~volatility~~operational ~~could~~methodologies. ~~cause~~In addition, the ~~market~~Company ~~price~~will evaluate strategic opportunities to pursue patent protection for its IP. Meanwhile, CapForce is in the process of ~~our~~establishing ~~common~~strong ~~stock~~data governance, cybersecurity, and infrastructure control policies to ~~decrease~~safeguard intellectual property and ensure continuity across its multi-jurisdictional platform operations. Furthermore, the Company plans to implement stringent internal controls, including confidentiality and intellectual property assignment agreements with employees and third-party partners, and intends to actively monitor for unauthorized use or infringement of our valuable IP assets.

During 2023, the market price of our common stock fluctuated from a low of $1.70 per share to a high of $34.60 per share, and our stock price continues to fluctuate. The market price and trading volume of our common stock may continue to fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:Regulation

●As ~~our~~CapForce ~~ability~~expands toits ~~consummate~~digital investment banking and cross-border trading services across Asia and other global markets, it is subject to a ~~strategic~~broad ~~transaction;~~range of regulatory frameworks. These cover securities laws, financial advisory standards, data protection, anti-money laundering, technology governance, and tax reporting. CapForce has implemented compliance practices and internal controls to ensure adherence to all applicable laws in the jurisdictions in which it operates or serves clients.

●Securities ~~the~~and ~~trading~~Capital ~~volume~~Markets ~~of our common stock;~~Regulation

●CapForce’s ~~variations~~listing sponsorship, cross-border trading, and advisory activities are subject to securities regulations in ~~our~~key markets, including the United States (SEC and ~~our~~FINRA), ~~competitors’~~Hong ~~results~~Kong of(SFC), ~~operations;~~Singapore (MAS), and Malaysia (SC and Bursa Malaysia). Where licensing is required, CapForce either partners with licensed entities or limits its activities to unregulated functions, such as underwriting or market-making. With regard to public listing advisory services, CapForce must comply with any exchange-specific requirements.

●Investment ~~changes~~Advisory inand ~~earnings~~Model-Enabled ~~estimates~~Advisory ~~or recommendations by securities analysts, if our common stock is covered by analysts;~~Regulation

●The ~~successes~~advanced orcomputational ~~challenges~~model-enabled investment banking advisory platform offered by CapForce may be subject to investment advisory regulations in ~~our~~markets ~~collaborative~~such ~~arrangements~~as the U.S., Singapore, and Hong Kong. Jurisdictions like the United States (under the Investment Advisers Act of 1940), Singapore (under the Securities and Futures Act), and Hong Kong (under Type 4/9 activities) define advisory services broadly, particularly when personalized or ~~alternative~~automated ~~funding~~investment ~~sources;~~recommendations are involved. To remain compliant, CapForce evaluates the legal treatment of its model-enabled advisory features within each jurisdiction. Where licensing is required, it will collaborate with licensed partners or restrict its services to educational or general guidance functions that fall outside regulated advice. CapForce’s model-enabled advisory modules are designed with transparency and explainability to support investor education, and appropriate disclosures are provided to users to clarify the scope of any non-licensed activities.

● adverse effects on our business condition and results of operations from general economic and market conditions and overall fluctuations in the United States and international markets, including deteriorating market conditions due to investor concerns regarding inflation;8

●Data ~~adverse~~Privacy ~~developments~~and ~~affecting the financial services industry, including events or concerns involving liquidity, defaults or non~~Cross-~~performance~~Border byData ~~financial institutions that could adversely affect our business, financial condition or results of operations;~~Transfers

●CapForce ~~future~~processes ~~issuances~~user, ofinvestor, ~~common~~and ~~stock~~issuer data across multiple jurisdictions and is therefore subject to data privacy laws such as the EU’s General Data Protection Regulation (GDPR), Malaysia’s Personal Data Protection Act (PDPA), Singapore’s PDPA, India’s Digital Personal Data Protection Act, and China’s Personal Information Protection Law (PIPL). To comply with these requirements, CapForce implements data protection measures including data encryption, role-based access controls, user consent protocols, and secure storage. Where data transfers cross jurisdictional borders, CapForce relies on legal mechanisms such as Standard Contractual Clauses (SCCs) or ~~other~~ASEAN ~~securities;~~Model Contractual Clauses (MCCs) to ensure compliance with local data residency requirements, where applicable. CapForce’s data handling and governance policies are continuously reviewed and updated to remain compliant with evolving regional requirements.

●Anti-Money ~~the~~Laundering ~~addition~~(AML) orand ~~departure~~Know ofYour ~~key~~Customer ~~personnel;~~(KYC)

●AML ~~announcements~~and KYC obligations are central to CapForce’s trading platform and client onboarding processes, especially given its cross-border focus. CapForce adheres to standards outlined by usthe orFinancial ~~our~~Action ~~competitors~~Task Force (FATF), and where applicable, the jurisdiction-specific AML/KYC requirements enforced in Malaysia by Bank Negara Malaysia, FinCEN in the U.S., MAS in Singapore, and HKMA in Hong Kong. To meet these obligations, CapForce has implemented a combination of ~~acquisitions~~automated and manual due diligence procedures. These include identity verification through KYC systems, ~~investments~~ongoing ormonitoring ~~strategic~~of ~~alliances;~~transactional behavior, sanctions screening, and risk profiling. CapForce’s compliance program is designed to detect and report suspicious activities and to support safe and transparent financial operations across jurisdictions.

●Cybersecurity ~~general market conditions~~ and ~~other~~Operational ~~factors, including factors unrelated to our operating performance.~~Resilience

~~Further~~CapForce’s platforms are subject to regulatory expectations for cybersecurity and operational risk management, ~~the~~including ~~stock~~guidelines ~~market~~from inMAS ~~general~~(Technology Risk Management Guidelines), HKMA (Cybersecurity Fortification Initiative), and ~~the~~comparable ~~market~~frameworks ~~for~~in ~~health~~the ~~care~~U.S. and ~~life~~other ~~sciences~~Asian ~~companies~~markets. inIn ~~particular~~response, ~~has~~CapForce ~~recently~~outsourced ~~experienced~~the ~~extreme~~development ~~price~~of a comprehensive cybersecurity and ~~volume~~IT ~~fluctuations~~governance program. ~~The~~This ~~volatility~~includes ofmulti-layered ~~our~~security ~~common~~architecture, ~~stock~~encryption isof ~~further~~sensitive ~~exacerbated~~data, ~~due~~multi-factor toauthentication, ~~its~~intrusion ~~low~~detection ~~trading~~systems, ~~volume.~~disaster ~~Continued~~recovery ~~market~~protocols, ~~fluctuations~~and ~~could~~periodic ~~result~~penetration intesting. ~~extreme~~CapForce ~~volatility~~maintains inoperational ~~the~~continuity ~~price~~and ofincident ~~our~~response ~~common stock~~plans, which ~~could~~are ~~cause~~regularly atested ~~decline~~to inensure ~~the~~resilience. ~~value~~These ofpolicies ~~our~~are ~~common~~aligned ~~stock~~with industry best practices and ~~the~~are ~~loss~~regularly ofreviewed ~~some~~to orremain ~~all~~current ofwith ~~your~~evolving ~~investment~~regulatory expectations.

7Intellectual Property and Software Licensing Compliance

~~Trading~~CapForce’s ofplatforms ~~our~~rely ~~common~~on ~~stock~~proprietary issoftware ~~limited~~code, AI models, and ~~trading~~integration ~~restrictions~~with ~~imposed~~select onthird-party ustools, byrequiring ~~applicable~~adherence ~~regulations~~to ~~may~~intellectual ~~further~~property ~~reduce~~laws ~~trading~~and software licensing terms. All software and algorithms developed in-house ~~our~~are ~~common~~protected ~~stock~~through internal controls, ~~making~~and itany ~~difficult~~use ~~for~~of ~~our~~third-party ~~stockholders~~components, whether commercial or open-source, is subject to ~~sell~~legal ~~their~~review. ~~shares;~~Intellectual ~~and~~property ~~future~~governance ~~sales~~also ofincludes ~~common~~version ~~stock~~control, ~~could~~restricted ~~reduce~~access ~~our~~to ~~stock~~source ~~price~~code, and IP ownership tracking across development cycles.

~~Trading~~Taxation ~~of our common stock is currently conducted on the NASDAQ Capital Market. The liquidity of our common stock is limited, including in terms of the number of shares that can be bought~~ and ~~sold~~Regulatory at a given price and reduction in security analysts’ and the media’s coverage of us, if any. These factors may result in different prices for our common stock than might otherwise be obtained in a more liquid market and could also result in a larger spread between the bid and ask prices for our common stock. In addition, in the absence of a large market capitalization, our common stock is less liquid than the stock of companies with broader public ownership, and, as a result, the trading prices of our common stock may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate his or her investment in our common stock. Trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock. We cannot predict the prices at which our common stock will trade in the future, if at all.Reporting

~~The~~CapForce’s ~~exercise~~cross-border ofoperations ~~outstanding~~give ~~common~~rise ~~stock~~to ~~purchase~~taxation ~~warrants~~and financial reporting obligations in multiple jurisdictions. These include corporate income tax, indirect taxes (such as VAT or GST), and ~~stock~~international ~~options~~reporting ~~will~~requirements ~~have~~under athe ~~dilutive~~OECD’s ~~effect~~Base onErosion and Profit Shifting (BEPS) framework, the ~~percentage~~Foreign ~~ownership~~Account ofTax ~~our~~Compliance ~~capital~~Act ~~stock~~(FATCA), byand ~~existing~~the ~~stockholders~~Common Reporting Standard (CRS). To ensure compliance, CapForce works with international tax consultants and legal advisors to maintain accurate reporting, appropriate transfer pricing documentation, and timely tax filings in all relevant jurisdictions. Internal finance systems are designed to capture and categorize transactions efficiently, enabling accurate reporting to tax authorities and regulators.

~~As of December 31, 2023, we had outstanding warrants to acquire 1,095,517 shares of our common stock, and stock options to purchase~~ 9,624 shares of our common stock. A significant number of such warrants have exercise prices above our common stock’s recent trading prices, but the holders have the right to effect a cashless exercise of such warrants. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

WeHuman ~~have~~Capital ~~never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.~~Resources

WeAs ~~have never paid dividends on any~~ of ~~our~~December 31, ~~capital~~2024, ~~stock~~we ~~and~~employed ~~currently~~1 ~~intend~~full-time toemployee, ~~retain~~located ~~any~~in ~~future~~the ~~earnings~~United toStates, ~~fund~~and ~~the~~3 ~~growth~~fractional ofconsultants ~~our~~in ~~business~~Malaysia. WeOur ~~may~~U.S.-based ~~also~~employee ~~enter~~works ~~into~~remotely ~~credit~~and ~~agreements~~primarily orsupports ~~other borrowing arrangements in~~ the ~~future~~Company’s ~~that~~accounting, ~~will~~finance, ~~restrict~~and ~~our~~corporate ~~ability~~administration tofunctions, ~~declare~~while ~~or pay cash dividends on~~ our ~~common~~Malaysia-based ~~stock.~~team ~~Any~~supports ~~determination~~a tobroader ~~pay~~range ~~dividends in the future will be at the discretion~~ of ~~our~~core ~~Board of Directors and will depend on our financial condition~~activities, ~~operating~~including ~~results,~~business ~~capital requirements~~development, ~~general~~technology ~~business conditions~~ and ~~other~~platform ~~factors that our Board of Directors may deem relevant. As a result~~development, ~~capital~~client ~~appreciation~~engagement, ~~if any~~legal, ~~of our common stock will be the sole source of gain~~operations, ifand ~~any,~~IT ~~for the foreseeable future~~infrastructure.

~~Unstable~~Our ~~market~~ability to deliver digital investment banking and ~~economic~~cross-border ~~conditions~~capital ~~may~~market ~~have~~solutions ~~serious~~at ~~adverse~~scale ~~consequences~~depends on ~~our~~attracting, ~~business~~developing, and retaining skilled professionals across multiple disciplines, including financial ~~condition~~technology, software engineering, investment advisory, regulatory compliance, and ~~stock~~strategic ~~price~~consulting. In a competitive global talent market, particularly within financial services and technology, we recognize that the strength of our human capital is fundamental to executing our strategy and achieving long-term growth. To that end, we continue to invest in comprehensive human capital management practices designed to promote performance, innovation, and employee wellbeing.

The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, instability in inflation in U.S. and foreign markets, increases in unemployment rates and uncertainty about economic stability. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the conflicts between Russia and Ukraine and Israel and Hamas, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts may also adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market and economic instability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions, including instability in inflation. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and stock price.Culture

We ~~may~~are becommitted ~~subject~~to building and sustaining a high-performance, mission-driven culture characterized by accountability, agility, and innovation. We aim to ~~litigation~~operate orin ~~government~~a ~~investigations~~collaborative ~~for~~and entrepreneurial environment, with shared values centered around client success, technological excellence, and market integrity. We actively foster a ~~variety~~workplace culture that supports diversity of ~~claims~~thought, ~~which~~inclusivity, ~~could~~and ~~adversely~~international ~~affect~~collaboration between our ~~operating~~U.S. ~~results,~~and ~~harm~~Malaysian ~~our~~teams. ~~reputation~~We promote open communication, ormutual ~~otherwise~~respect, ~~negatively~~and ~~impact~~continuous ~~our~~improvement across all areas of the business.

WeCompensation ~~may be subject to litigation or government investigations. These may include claims, lawsuits,~~ and ~~proceedings~~Equity involving securities laws, fraud and abuse, healthcare compliance, product liability, labor and employment, wage and hour, commercial and other matters. Any such litigation or investigations could result in substantial costs and a diversion of management’s resources and attention. In addition, any adverse determination could expose us to significant liabilities, which could have a material adverse effect on our business, financial condition, and results of operations.Incentives

8To attract and retain top-tier talent, we offer market-competitive base salaries and a range of performance-linked incentives. These include annual bonuses aligned with individual and company objectives, as well as long-term equity compensation in the form of restricted stock units (RSUs) and stock options. We believe equity ownership aligns the interests of our employees with those of our shareholders and reinforces a long-term ownership mindset.

~~Item~~Training, ~~1B.~~Development, ~~Unresolved~~and ~~Staff~~Career ~~Comments~~Growth

~~None~~We aim to invest in our employees’ growth and development through a combination of formal training programs, mentorship initiatives, and on-the-job learning opportunities. This includes internal knowledge-sharing sessions, access to professional development resources, and cross-border collaboration between our offices. We also provide support for continuing education and professional certifications relevant to our sector, including finance, technology, and compliance domains.

~~Item~~Workplace ~~1C.~~Culture ~~Cybersecurity~~and Inclusion

~~Risk~~We ~~Management~~are proud of the diverse backgrounds and ~~Strategy~~perspectives represented across our team. As a cross-border organization with employees in both the U.S. and Malaysia, we actively promote inclusion, equal opportunity, and multicultural engagement. Our hiring and development practices are designed to be merit-based, free from discrimination, and supportive of a diverse workforce reflective of the global markets we serve.

~~Following the March 2024 Private Placement~~Health, ~~our focus has been on the identification of a privately held company to complete a reverse merger or similar strategic transaction. While we continue to maintain minimal distribution~~Wellness, ~~marketing,~~ and sales support, we have scaled down operations to the core functions of a U.S. Nasdaq listed company to conserve cash and focus on the functions needed to pursue potential strategic alternatives. We have implemented risk management processes to manage the risks associated with reliance on vendors, critical service providers, and other thirdWork-~~parties~~Life that may lead to a service disruption or an adverse cybersecurity incident. This includes an assessment of vendors during the selection/onboarding process and a review of SOC 1 reports on an annual basis.Balance

InWe ~~addition,~~recognize wethat ~~maintain~~employee ~~policies~~wellbeing ~~over~~is ~~areas~~essential ~~such as information security, access on/offboarding, and access and account management,~~ to ~~help~~long-term ~~govern~~organizational ~~the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities~~success. We ~~partner~~support ~~with industry recognized IT providers leveraging third-party technology and expertise. These third-party service providers are a key part of~~ our ~~current~~team’s ~~cybersecurity~~physical ~~risk management and provide services including~~health, ~~maintenance~~mental ~~of an IT assets inventory~~wellness, ~~periodic~~and ~~vulnerability scanning, identity access management controls including restricted access of privileged accounts, network integrity safeguarded by employing web~~work-~~based~~life ~~software,~~balance ~~including~~through ~~endpoint~~flexible ~~protection,~~remote ~~endpoint~~work ~~detection and response~~arrangements, ~~and~~comprehensive ~~remote~~paid ~~monitoring~~time ~~management~~off ~~on all devices~~policies, ~~industry-standard encryption protocols~~ and ~~critical~~regular ~~data~~wellbeing ~~backups~~check-ins. ~~Our~~In ~~outsourced~~addition, ~~information~~we ~~technology~~benchmark ~~consultant~~our ~~conducts~~healthcare ~~proactive~~offerings ~~patching~~annually ~~and~~to ~~monitoring~~ensure ofthey ~~all~~remain ofcompetitive ~~our existing systems~~ and ~~has~~responsive ~~implemented systems and procedures~~ to ~~mitigate~~employee ~~cybersecurity~~needs. ~~risks~~We ~~that~~continue weto ~~believe~~prioritize ~~are~~mental ~~appropriate~~health ~~for~~awareness ~~a company of our size, stage of growth~~ and ~~financial~~wellness ~~condition.~~communication Inthrough ~~addition,~~internal ~~we carry insurance with coverage for cyber events that we believe is suitable for a company of our size, stage of growth and financial condition~~channels.

~~Governance~~Employee Engagement and Communication

~~Management~~We ismaintain ~~responsible~~frequent ~~for~~communication ~~the~~with ~~day-to-day~~our ~~management~~employees ofthrough ~~the~~team ~~risks~~meetings, weperformance ~~face~~reviews, ~~while our Board of Directors~~ and ~~Audit~~internal ~~Committee has responsibility for the oversight of risk management, including risks from cybersecurity threats~~updates. InEmployee ~~its~~feedback ~~risk~~is ~~oversight~~encouraged ~~role,~~and ~~our~~incorporated ~~Board~~into ofdecision-making ~~Directors has the responsibility to satisfy itself that the risk management~~ processes ~~designed~~where ~~and implemented by management are~~ appropriate ~~and functioning as designed~~. ~~The~~Regular ~~Board~~engagement ~~of Directors has delegated to the Audit Committee of the Board of Directors the responsibility for the oversight of information technology~~initiatives, ~~including~~both ~~cybersecurity~~virtual ~~risks. Member(s) of management assigned with cybersecurity oversight responsibility~~ and~~/or~~ ~~third~~in-~~party consultants providing cyber risk services brief the Audit Committee on cyber vulnerabilities identified through the risk management process~~person, ~~emerging~~help ~~threat~~strengthen ~~landscape~~team ~~and~~cohesion ~~new cyber risks,~~ and ~~provide~~alignment ~~updates~~with onthe ~~our~~Company’s ~~processes~~mission ~~to prevent, detect,~~ and ~~mitigate cybersecurity incidents~~goals.

We face risks from cybersecurity threats that could have a material adverse effect on its business, financial condition, results of operations, cash flows or reputation. We acknowledge that the risk of cyber incident is prevalent in the current threat landscape and that a future cyber incident may occur in the normal course of its business. We proactively seek to detect and investigate unauthorized attempts and attacks against our IT assets, data, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to service delivery; however, potential vulnerabilities to known or unknown threats will remain.10

As of the date of this Annual Report, we are not aware of any cybersecurity threats, and have not experienced any cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition.Glossary

~~For~~The ~~additional~~following ~~information concerning risks related to cybersecurity~~industry, ~~see~~regulatory ~~Item 1A. Risk Factors: Security breaches, loss of data~~ and ~~other~~OpGen-specific ~~disruptions~~terms ~~could~~are ~~compromise~~used ~~sensitive~~throughout ~~information~~this ~~related~~Annual ~~to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.~~Report:

9“AML” means anti-money laundering.

~~Item~~“Annual 2.Report” ~~Properties~~means this Annual Report on Form 10-K.

~~The~~“EIB” ~~Company~~means ~~leased~~European ~~10,100~~Investment ~~square feet of office and laboratory space at our headquarters in Rockville, Maryland~~Bank. The original lease term expires in February 2032. Effective April 1, 2024, the Company entered into a lease assignment agreement where the Company assigned the lease to a third party. The Company’s security deposit will remain with the landlord and be repaid over time as agreed upon with the assignee of the lease. The Company previously leased 12,770 square feet of space at its facility in Woburn, Massachusetts, under an operating lease that expired in January 2022, which the Company had sublet to a third party from February 2021 to January 2022.

~~Rent~~“FATCA” ~~expenses~~means ~~under~~Foreign ~~the~~Account ~~Company’s~~Tax facility operating leases for the years ended December 31, 2023 and 2022 were $618,764 and $594,569, respectively, which for 2023 includes the rent expenses of Curetis and Ares Genetics through the insolvency filing dateCompliance.

~~Item~~“FATF” 3.means ~~Legal~~Financial ~~Proceedings~~Action Task Force.

~~From~~“FINRA” ~~time~~means ~~to time, we may be a party to litigation or subject to claims incident to~~ the ~~ordinary course of business~~U. Although the results of litigation and claims cannot be predicted with certainty, we do not believe we are party to any claim or litigation; the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our businessS. ~~Regardless~~Financial ofIndustry ~~the~~Regulatory ~~outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources and other factors~~Authority.

On“GDPR” ~~November 6,~~means ~~2023, Curetis filed a petition for insolvency with~~ the ~~district~~European court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria. The insolvency proceedings of Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively. The insolvency administrator for each entity assumed control over the assets and liabilities of Curetis and Ares Genetics, respectively, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. As part of the insolvency proceedings, in April 2024, the insolvency administrator for Curetis sold all of CuretisUnion’s ~~assets~~General toData ~~Camtech~~Protection ~~Pte Ltd~~Regulation.~~, a Singaporean family office. In April 2024, the insolvency administrator for Ares Genetics sold all of Ares Genetics’ assets to bioMerieux S.A.~~

~~Item~~“HKEX” 4.means ~~Mine~~Hong ~~Safety~~Kong ~~Disclosures~~Stock Exchange.

~~Not~~“IPO” ~~applicable~~means initial public offering.

10“KYC” means Know Your Customer.

~~PART~~“MAS” IImeans Monetary Authority of Singapore.

~~Item~~“NOL” 5.means ~~Market~~net ~~for~~operating ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~loss.

~~Market~~“NYSE” ~~Information~~means New York Stock Exchange.

~~Our common stock has traded on The Nasdaq Capital Market under the symbol~~ “~~OPGN~~PDPA” ~~since~~means ~~May 5,~~Malaysia’s ~~2015.~~Personal ~~Prior~~Data toProtection ~~such time, there was no public market for our common stock~~Act.

~~Stockholder~~“PIPL” means China’s Personal Information Protection Law.

~~As of December 31, 2023, there were approximately 18 stockholders of record of our common stock, which does not include stockholders that beneficially own shares held in a~~ “~~nominee~~SC” ormeans inSecurities ~~“street”~~Commission ~~name~~Malaysia.

~~Sales~~“SEC” ofmeans ~~Unregistered~~the U.S. Securities and Exchange Commission.

~~None~~“Securities ~~other~~Act” ~~than~~means ~~as disclosed in~~ the ~~Company’s~~Securities ~~Current~~Act ~~Reports~~of on1933, ~~Form~~as ~~8-K~~amended.

~~Issuer~~“SFC” ~~Purchases~~means ofthe ~~Equity~~Hong Kong Securities and Futures Commission.

~~None~~“SGX” means Singapore Exchange.

~~Item~~“TSE” 6.means ~~[Reserved]~~Tokyo Stock Exchange.

11Available Information

~~Item~~We 7maintain a website at www.opgen.com. ~~Management’s~~Our ~~Discussion~~Code of Conduct is available on our website. We are not incorporating our website into this Annual Report. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and ~~Analysis~~current ofreports ~~Financial~~on ~~Condition~~Form 8-K, and ~~Results~~amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of ~~Operations~~the Exchange Act, are available free of charge on our website as soon as practicable after electronic filing of such material with, or furnishing it to, the SEC. This information may be read at the SEC website at http://www.sec.gov.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report. This discussion contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, including those set forth in the section titled “Risk Factors” included under Part I, Item 1A of this Annual Report.11

~~Overview~~Item 1A. Risk Factors

~~OpGen,~~The ~~Inc.~~following ~~(“OpGen”~~are orsignificant ~~the~~factors ~~“Company”)~~known ~~was~~to ~~incorporated~~us inthat ~~Delaware~~could inmaterially ~~2001.~~harm Onour ~~April 1~~business, ~~2020,~~financial ~~OpGen~~condition ~~completed~~or ~~its~~operating ~~business~~results ~~combination~~or ~~transaction~~could ~~with~~cause ~~Curetis~~our ~~N.V.,~~actual aresults ~~public~~to ~~company~~differ ~~with~~materially ~~limited~~from ~~liability~~our ~~under~~anticipated ~~the~~results ~~laws~~or ofother ~~the Netherlands. As part of the transaction~~expectations, ~~the~~including ~~Company~~those ~~acquired~~expressed ~~all~~in ~~the~~any ~~shares~~forward-looking ofstatement ~~Curetis~~made ~~GmbH,~~in athis ~~private~~Annual ~~limited~~Report. ~~liability~~The ~~company~~risks ~~organized~~described ~~under~~are ~~the~~not ~~laws of~~ the ~~Federal~~only ~~Republic~~risks ofwe ~~Germany~~face. ~~(“Curetis”),~~Additional ~~and~~risks ~~certain other assets~~ and ~~liabilities~~uncertainties ofnot ~~Curetis~~currently ~~GmbH~~known ~~including~~to ~~all~~us, ~~its~~or ~~shares~~that ofwe ~~Ares~~currently ~~Genetics~~deem ~~GmbH~~to ~~(“Ares~~be ~~Genetics”). From inception through November 2023~~immaterial, ~~the~~may ~~Company~~also ~~operated~~adversely asaffect aour ~~precision~~business, ~~medicine~~financial ~~company~~condition ~~harnessing the power of molecular diagnostics~~ and ~~informatics~~operating toresults. ~~help~~If ~~combat~~any ~~infectious~~of ~~disease.~~these ~~The~~risks ~~Company~~actually occur, ~~along~~our ~~with its subsidiaries~~business, ~~Curetis~~financial ~~and Ares Genetics~~condition, ~~developed~~ and ~~commercialized~~operating ~~molecular~~results ~~microbiology~~could ~~solutions~~suffer helping to guide clinicians with more rapid and actionable information about life threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROssignificantly.

~~During~~Risks ~~the~~Related ~~year ended December 31, 2023, the Company implemented certain cash management initiatives, including restructuring its U.S. operations by reducing headcount from 24~~ to 5Our and has since continued scaling down operations at OpGen’s U.S. headquarters to the core functions of a U.S. Nasdaq listed company with only minimal distribution, marketing, and sales support, allowing the Company to conserve cash and focus on the functions needed to pursue potential strategic alternatives. However, on November 6, 2023, Curetis filed a petition for insolvency with the district court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria. The insolvency proceedings of Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively.Business

~~The~~We ~~insolvency~~are ~~administrators~~a ~~assumed~~new ~~control~~entrant over the assets and liabilities of Curetis and Ares Genetics, respectively, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. The loss of control required that the Company no longer include Curetis and Ares Genetics in ~~its~~our ~~consolidated~~industry ~~financial statements. Prior to the insolvency filings, Curetis~~ and ~~Ares~~have ~~Genetics~~limited ~~had~~operating ~~been included in the Company’s consolidated financial statements. Upon deconsolidation of Curetis and Ares Genetics~~experience, ~~the Company recognized gains on deconsolidation of subsidiaries at the subsidiary levels of $46.6 million for Curetis and $7.7 million for Ares Genetics,~~ which ~~was~~may ~~offset~~limit byour aability ~~loss on deconsolidation of subsidiary for the Company of $67.3 million. The deconsolidation charges~~ to ~~operations~~execute represent the excess of the carrying value over the fair value of the Company’s interest in and intercompany payables to and receivables from Curetis and Ares Genetics as of the insolvency filing dateeffectively.

~~Since~~We ~~the~~are ~~insolvency~~repositioning ~~filings~~our business and ~~through~~are ~~the~~still ~~three~~in ~~months ended March 31, 2024,~~ the ~~Company~~early ~~continues~~stages toof ~~sell~~developing ~~the~~our ~~Curetis~~operations ~~Unyvero products to its existing customers~~ in ~~the~~this ~~United States via drop shipments from Curetis directly to customer locations~~sector. ~~The~~Our ~~Unyvero~~limited ~~tests~~operating ~~are~~history ~~sold~~can tomake ~~hospitals,~~it ~~laboratories,~~difficult ~~and public health organizations as products and on a fee-~~for~~-service~~ ~~basis.~~investors ~~When~~to ~~hospital~~assess ~~and health system clients purchase~~ our ~~products, we bill them directly for the purchase of test kits and consumables~~prospects. AsWe ofmay ~~December 31,~~face ~~2023,~~unforeseen ~~OpGen~~challenges ~~had an installed base of approximately 28 Unyvero A50 Analyzers across the United States~~ in ~~different~~adapting ~~types~~to ofmarket ~~hospitals and laboratories~~dynamics, ~~including~~executing ~~installations~~our ~~for~~business ~~clinical~~model, ~~studies. The sale of Ares Genetics’ related products~~ and ~~services~~establishing ~~was~~our ~~discontinued~~presence, ~~during~~which ~~the~~could ~~first~~adversely ~~quarter~~affect ofour ~~2024~~results ~~due to the sale~~ of ~~the~~operations ~~Ares~~and ~~Genetics~~financial ~~assets to a strategic acquiror by its insolvency administrator in Austria~~condition.

12If we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.

InWe ~~March 2024,~~are ~~the~~repositioning ~~Company entered~~ into a ~~securities~~new ~~purchase~~industry ~~agreement~~and (working to grow our business. This repositioning and expansion increase the ~~“March 2024~~complexity ~~Purchase~~of ~~Agreement”)~~our ~~with~~business ~~David~~and E.has ~~Lazar~~placed, ~~pursuant~~and towill ~~which~~continue ~~the~~to ~~Company~~place, ~~agreed~~strain toon ~~sell~~our 3management,~~000~~ personnel,~~000~~ ~~shares~~operations, ofsystems, ~~Series~~technical Eperformance, ~~Convertible~~financial ~~Preferred~~resources ~~Stock~~and ~~(“Series~~internal Efinancial ~~Preferred~~control ~~Stock”)~~and toreporting Mrfunctions. ~~Lazar~~ atOur aability ~~price~~to ofmanage ~~$1.00~~our ~~per~~transition ~~share~~and ~~for~~growth ~~aggregate~~effectively ~~gross~~including ~~proceeds~~navigating ofunfamiliar ~~$3.0~~market ~~million.~~dynamics Inand ~~connection~~competitive ~~with~~pressures in the ~~transactions~~new ~~contemplated~~industry byand ~~the~~integrating ~~March 2024~~new ~~Purchase~~employees, ~~Agreement~~technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, ~~the~~attract, ~~members~~train, ofmotivate ~~the~~and ~~Board~~manage ofemployees. ~~Directors~~Our ability to manage our growth effectively will require us to implement and improve our operational, ~~prior~~financial, and management systems and to expand, train, manage, and motivate our employees. These demands will require the ~~closing~~hiring of ~~such~~additional ~~transactions~~management and operational personnel. Continued growth could strain our ability to develop and improve our operational, ~~resigned~~financial and amanagement ~~new~~controls, ~~Board~~enhance ofour ~~Directors~~reporting ~~was~~systems ~~appointed~~and procedures, ofrecruit, ~~which~~train ~~Mr. Lazar~~and ~~was~~retain ~~appointed~~highly ~~Chairman~~skilled personnel and maintain user satisfaction. ~~The~~Additionally, ~~focus~~if we do not effectively manage the transition or growth of ~~OpGen~~our ~~going~~business ~~forward~~and ~~under~~operations, ~~new~~the ~~leadership~~quality of our offerings could suffer, which could negatively affect our reputation and abrand, ~~new~~business, ~~Board~~financial condition and results of ~~Directors~~operations. ~~will~~Failure beto onsuccessfully adapt to the ~~identification~~demands of athe ~~privately~~new ~~held~~industry ~~company~~and toeffectively ~~complete~~scale aour ~~reverse~~operations ~~merger~~could orjeopardize ~~similar~~our ~~strategic~~market ~~transaction~~position and long-term viability.

OnWe ~~May 9,~~have ~~2024, the Company held~~ a ~~special~~history ~~meeting~~ of ~~stockholders~~losses toand ~~vote~~uncertain onfuture ~~certain~~profitability ~~matters,~~due ~~including the removal of certain restrictions applicable~~ to ~~the~~business ~~voting of Mr~~repositioning. ~~Lazar’s shares of Series E Preferred Stock. Following approval of the proposals at such special meeting, subject to limited exceptions, Mr. Lazar may vote his shares without restrictions.~~

~~Following~~We ~~receipt~~have ofincurred ~~approval~~significant ~~from~~net ~~stockholders~~losses atsince aour ~~special~~inception ~~meeting~~and, ofalthough ~~stockholders~~we ~~held~~generated onrevenue ~~November 30,~~during ~~2022~~the current reporting period, we cannot assure you that we will achieve or sustain profitability in the ~~Company~~future. ~~filed~~We anare ~~amendment~~currently toundergoing ~~its~~a ~~Amended~~strategic repositioning of our business, and ~~Restated~~our ~~Certificate~~long-term ofsuccess ~~Incorporation~~depends on our ability to ~~effect~~effectively aimplement ~~one-for-twenty~~and ~~reverse~~adapt ~~stock~~this ~~split~~evolving ofstrategy ~~the~~in ~~issued~~a dynamic and ~~outstanding~~competitive ~~shares~~market. ofThis ~~common~~repositioning ~~stock~~involves onuncertainties ~~January 5~~related to operational changes, ~~2023.~~market ~~All~~adoption, ~~share~~and ~~amounts~~execution risks, and ~~per~~we ~~share~~may ~~prices~~not inrealize ~~this~~the ~~Annual~~intended ~~Report~~benefits ~~have~~or ~~been~~efficiencies. ~~adjusted~~As a result, we may continue to ~~reflect~~experience ~~the~~operating ~~reverse~~losses, ~~stock~~and ~~split~~we cannot guarantee that our business model will succeed or that we will achieve positive financial results.

~~Following~~We ~~receipt~~depend ofon ~~approval~~our ~~from~~key ~~stockholders~~personnel atand aother ~~special~~highly ~~meeting~~skilled ~~of stockholders held on May 9~~personnel, ~~2024, the Company filed an amendment to its Amended~~ and ~~Restated~~if ~~Certificate~~we offail ~~Incorporation~~ to ~~effect~~attract, aretain, ~~one-for-ten~~motivate ~~reverse~~or ~~stock~~integrate ~~split~~our ofpersonnel, ~~the~~our ~~issued and outstanding shares of common stock on May 20~~business, ~~2024.~~financial ~~All~~condition ~~share amounts~~ and ~~per~~results ~~share~~of ~~prices~~operations incould ~~this~~be ~~Annual~~adversely ~~Report have been adjusted to reflect the reverse stock split~~affected.

~~The~~Our ~~Company’s~~success ~~headquarters~~depends ~~are~~in ~~located~~part aton ~~9717~~the ~~Key~~service ~~West~~of ~~Avenue~~our senior management team as well as key technical employees and other highly skilled personnel, ~~Suite~~and ~~100~~on our ability to identify, inhire, ~~Rockville~~develop, ~~Maryland~~motivate, ~~through~~retain ~~the~~and ~~end~~integrate highly qualified personnel for all areas of our organization. In order to effectively execute our strategy, we will need to hire employees for various roles in the ~~second~~development, ~~quarter~~operations, sales, and compliance parts of ~~2024~~our business. ~~The~~We ~~Company~~may ~~operates~~not be successful in ~~one~~attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, ~~segment~~we may not achieve our strategic goals.

~~Financing Transactions~~12

~~Since~~Our ~~inception,~~concentration ~~the~~of ~~Company~~revenues ~~has incurred, and continues to incur, significant losses~~ from ~~operations.~~one ~~The~~client ~~Company~~contract ~~has~~may ~~funded~~have ~~its~~a ~~operations~~material ~~primarily~~adverse ~~through~~effect ~~external~~on ~~investor~~our ~~financing~~financial ~~arrangements.~~condition ~~The~~and ~~following~~results ~~financing~~of ~~transactions took place during 2022 and 2023:~~operations.

●We Oncurrently ~~June~~derive ~~24,~~a ~~2022,~~substantial ~~the~~amount ~~Company~~of ~~entered~~our ~~into~~total anrevenue ~~At-the-Market,~~through orone ~~ATM,~~client ~~Offering Agreement (the “2022 ATM Agreement”) with H~~contract.C. ~~Wainwright~~If &we ~~Co.,~~are ~~LLC~~unable ~~(“Wainwright”),~~to asidentify aadditional ~~sales agent~~clients, ~~pursuant~~or toif ~~which~~our ~~the~~client ~~Company~~fails ~~may offer and sell from time~~ to ~~time~~fulfill ~~in an “at the market offering”, at~~ its ~~option,~~obligations up to anus, ~~aggregate~~it ofcould ~~$10.65~~have ~~million~~a ofmaterial ~~shares~~adverse ofeffect ~~the~~on ~~Company’s~~our ~~common stock through Wainwright. As of December 31~~business, ~~2022,~~financial ~~the Company sold 8~~condition,~~574~~ ~~shares~~results ~~under~~of ~~the~~operations ~~2022 ATM Agreement totaling $1.03 million in gross proceeds~~ and ~~$0.99~~cash ~~million in net proceeds~~flows. ~~The Company did not sell any shares under the 2022 ATM Agreement in 2023.~~

●There Onis ~~October 3, 2022, the Company closed~~ a ~~registered~~concentration ~~direct offering~~ of ~~shares~~ownership of ~~common~~our stock and Series C Mirroring Preferred Stock pursuant to a securities purchase agreement entered into with a certain institutional investor. In the offering, the Company agreed to issue and sell to the investor (i) 26,800 shares of the Company’s common stock, ~~par~~by ~~value~~AEI ~~$0.01~~Capital ~~per share, (ii) 33,810 shares of the Company’s Series C Mirroring Preferred Stock, par value $0~~Ltd.~~01 per share and stated value of $0.01 per share~~, ~~and~~or ~~(iii) pre-funded warrants to purchase an aggregate of 21~~AEI,~~500~~ ~~shares of common stock. Each share of common stock was sold at a price of $70.00 per share, each share of preferred stock was sold at a price of $0.01 per share,~~ and ~~each~~AEI ~~pre-funded~~may ~~warrant~~exert ~~was~~substantial ~~sold~~influence atover ~~an offering price of $68.00 per share underlying such pre-funded warrants, for aggregate gross proceeds of $3.34 million before deducting~~ the ~~placement agent’s fees and the offering expenses, and net proceeds of $3.04 million. Under the purchase agreement, the~~ Company also agreed to issue and sell to the investor, in a concurrent private placement, warrants to purchase an aggregate of 48,300 shares of common stock. In connection with the offering, the Company also entered into a warrant amendment agreement with the investor pursuant to which the Company agreed to amend certain existing warrants to purchase up to 74,150 shares of common stock that were previously issued to the investor in 2018 and 2021, with exercise prices ranging from $410.00 to $13,000.00 per share as a condition to their purchase of the securities in the offering, as follows: (i) lower the exercise price of the investor’s ~~existing warrants to $75.40 per share~~business, ~~(ii) provide that the existing warrants, as amended, will not be exercisable until six months following the closing date of the offering,~~ and ~~(iii) extend~~ the ~~original~~interest ~~expiration date~~ of ~~the~~AEI ~~existing~~may ~~warrants~~conflict by five and one-half years following the close of the offering. The increase in fair value resulting from the warrant modifications is accounted for as an equity issuance cost, resulting in a debit and credit to additional paid in capital for approximately $1.8 million. As of December 31, 2022, all 21,500 pre-funded warrants were exercised and all 33,810 shares of the Company’s Series C Mirroring Preferred Stock were automatically cancelled and ceased to be outstanding following receipt of stockholder approval for the Company’s reverse stock split on November 30, 2022. In connection with ~~the~~those ~~Company’s~~interests ~~best-efforts public offering consummated in May 2023, the Company amended the exercise price~~ of ~~the~~other ~~existing warrants to $7~~stockholders.~~785 per share.~~

13AEI and its affiliates own approximately 75.9% of our outstanding common stock. AEI has appointed 5 directors to the board. Based on AEI’s representation on the board and ownership position, AEI is able to exert substantial influence over the Company’s business. Additionally, the interests of AEI may be different from or conflict with the interests of the other stockholders. This concentration of voting power with AEI could delay, defer, or prevent a change of control, entrench management and the board, or delay or prevent a merger, consolidation, takeover, or other business combination involving the Company on terms that other stockholders may desire. In addition, conflicts of interest could arise in the future between the Company, on the one hand, and AEI, on the other hand, concerning potential competitive business activities, business opportunities, the issuance of additional securities and other matters.

●Security ~~On January 11~~breaches, ~~2023,~~loss ~~the Company closed a best-efforts public offering pursuant to a securities purchase agreement with a certain institutional investor for the purchase~~ of ~~(i)~~data ~~32,121~~and ~~shares~~other ofdisruptions ~~the~~could ~~Company’s~~compromise ~~common~~sensitive ~~stock,~~information ~~par~~related ~~value $0.01 per share, (ii) pre-funded warrants~~ to ~~purchase~~our upbusiness toor anprevent ~~aggregate~~us offrom ~~226,500~~accessing ~~shares~~critical ofinformation ~~common stock (the “Pre-funded Warrants”), (iii) Series A-1 common warrants to purchase an aggregate of 258,621 shares of common stock (the “Series A-1 Warrants”),~~ and ~~(iv)~~expose ~~Series~~us ~~A-2 common warrants~~ to ~~purchase an aggregate of 258~~liability,~~621~~ ~~shares~~which ofcould ~~common~~adversely ~~stock~~affect ~~(the~~our ~~“Series~~business ~~A-2 Warrants,”~~ and ~~together~~our ~~with the Series A-1 Warrants, the “Common Warrants”)~~reputation. Each share of common stock and accompanying Common Warrants were sold at a price of $29.00 per share and accompanying Common Warrants, and each Pre-funded Warrant and accompanying Common Warrants were sold at an offering price of $28.90 per share underlying such Pre-funded Warrants and accompanying Common Warrants, for aggregate gross proceeds of approximately $7.5 million before deducting the placement agent’s fees and the offering expenses, and net proceeds of approximately $6.9 million. The Common Warrants have an exercise price of $26.50 per share. The Series A-1 Warrants were immediately exercisable upon issuance and will expire five years following the issuance date. The Series A-2 Warrants were immediately exercisable upon issuance and will expire eighteen months following the issuance date. Subject to certain ownership limitations described in the Pre-funded Warrants, the Pre-funded Warrants were immediately exercisable and could be exercised at a nominal consideration of $0.10 per share of common stock any time until all the Pre-funded Warrants are exercised in full. All Pre-funded Warrants were exercised by February 15, 2023. In connection with the Company’s best-efforts public offering consummated in May 2023, the Company amended the exercise price of the Common Warrants to $7.785 per share.

●In ~~On May 4, 2023,~~ the ~~Company~~ordinary ~~closed~~course ~~a best-efforts public offering pursuant to a securities purchase agreement with a certain institutional investor, pursuant to which the Company issued and sold to the Investor (i) 60,500 shares~~ of ~~the~~our ~~Company’s common stock~~business, ~~par~~we ~~value~~collect ~~$0.01 per share, (ii) pre-funded warrants to purchase up to an aggregate of 389,083 shares of common stock,~~ and ~~(iii)~~store ~~common~~sensitive ~~warrants to purchase up to an aggregate of 449,583 shares of common stock~~data. ~~Each~~We ~~share~~also ofstore ~~common~~sensitive ~~stock~~intellectual ~~and~~property ~~accompanying common warrant was sold at a price of $7.785 per share~~ and ~~accompanying~~other ~~common~~proprietary ~~warrant,~~business ~~and each pre-funded warrant and accompanying common warrant was sold at an offering price of $7.685 per share underlying such pre-funded warrant and accompanying common warrant~~information, ~~for~~including ~~aggregate~~that ~~gross proceeds~~ of ~~approximately~~our $3customers.5 ~~million~~We ~~and net proceeds of approximately $3.0 million. The common warrants have an exercise price of $7.785 per share and~~ will bemanage exercisable beginning on the date of stockholder approval of the exercisability of the warrants under Nasdaq rules or may be exercised through October 26, 2023, pursuant to the Warrant Inducement Agreement entered into on October 12, 2023. Pursuant to amendment agreements entered into by the Company and ~~Holder~~maintain onour ~~October~~applications ~~26, 2023~~ and ~~February~~data 7,utilizing ~~2024,~~a ~~the~~combination ~~Company agreed to initially extend the offer period until December 31, 2023, and subsequently extend the offer period until April 30, 2024. In order to permit the exercise~~ of the Existing Warrants pursuant to the rules of the Nasdaq Capital Market, the Holder agreed to pay as additional consideration $0.25 per share of common stock issued upon exercise of the Existing Warrants. The common warrants not exercised as part of the Inducement Agreement will expire on ~~the five~~-~~year~~site ~~anniversary~~systems ofand ~~the date of such stockholder approval. Each pre~~cloud-~~funded~~based ~~warrant~~data ~~has~~center ~~an exercise price per share of common stock equal to $0~~systems.10 ~~per~~These ~~share~~applications and ~~may~~data beencompass ~~exercised~~a atwide ~~any~~variety ~~time~~of ~~until the pre~~business-~~funded~~critical ~~warrants are exercised in full. In connection with the offering~~information, ~~the~~including ~~Company~~commercial ~~also~~information ~~entered~~and ~~into~~business a warrant amendment agreement with the investor pursuant to which the Company amended certain existing warrants to purchase up to 639,691 shares of common stock that were previously issued in 2018, 2021, 2022 and ~~2023~~financial ~~to the investor, with exercise prices ranging from $26~~information.50 toWe ~~$75.40~~face ~~per~~four ~~share,~~primary inrisks ~~consideration for their purchase of the securities~~ in ~~the~~relation ~~offering, as follows: (i) lower the exercise price of the existing warrants~~ to ~~$7.785~~protecting ~~per~~this ~~share,~~critical ~~(ii)~~information: ~~provide~~loss ~~that the existing warrants, as amended, will not be exercisable until the receipt~~ of ~~stockholder~~access ~~approval for the exercisability of the common warrants in the offering~~risk, ~~and~~unauthorized ~~(iii)~~disclosure extend the original expiration date of the existing warrants by five years following the receipt of such stockholder approval. The increase in fair value resulting from the warrant modifications is accounted for as an equity issuance costrisk, ~~resulting~~unauthorized inmodification arisk ~~debit~~ and ~~credit to additional paid in capital of approximately $0.3 million. As of December 31, 2023,~~ the ~~Holder~~risk ~~exercised 200,000 shares~~ of ~~Common~~our ~~Stock~~being ~~under~~unable ~~the Existing Warrants pursuant~~ to ~~the~~identify ~~Inducement Agreement for aggregate gross proceeds to the Company of $2.057 million before deducting financial advisory fees~~ and ~~other~~audit ~~expenses~~our ~~payable~~controls byover the ~~Company.~~first ~~Pursuant~~three to the Amendment on February 7, 2024, the Company and the Holder agreed to extend the offer period until April 30, 2024; however, no additional warrants were exercised during the extended warrant inducement offer periodrisks. Since the warrant inducement period was not extended beyond April 30, 2024, the Company is required to hold a stockholders’ meeting to obtain approval for the exercisability of the existing common warrants within 70 days of the end of the extension period.

14We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store this critical information. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, phishing attempts, ransomware attacks or other attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure or modification of confidential information. The secure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy, and we will devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. Any such incident could result in substantial remediation costs, reputational damage, loss of competitive advantage, adverse regulatory actions, significant fines, litigation, and ultimately, a material adverse effect on company’s business, financial condition, and results of operations.

●A Onsecurity ~~June~~breach ~~26,~~or ~~2023,~~privacy ~~the~~violation ~~Company announced~~ that ~~its~~leads ~~subsidiary Curetis and the European Investment Bank (“EIB”) agreed in principle~~ to ~~certain~~disclosure ~~terms~~or ~~relating~~modification ~~to the repayment~~ of ~~the~~or ~~second~~prevents ~~tranche~~access ~~of Curetis’ loan from the EIB pursuant~~ to ~~that~~consumer ~~certain~~information ~~Finance~~could ~~Contract,~~harm ~~dated~~our ~~December 12~~reputation, ~~2016,~~compel asus amended, by and between Curetis and the EIB (the “Finance Contract”). The second tranche had a principal balance of €3 million plus accumulated and deferred interest. The second tranche was drawn down in June 2018 and matured on June 22, 2023. On July 4, 2023, the EIB and Curetis entered into a Standstill Agreement (the “Standstill Agreement”) pursuant to ~~which~~comply ~~the EIB agreed that,~~ with ~~respect~~disparate tostate ~~each~~breach ~~default~~notification orlaws, ~~event~~require ofus ~~default relating~~ to ~~such~~verify ~~second tranche,~~ the ~~EIB~~correctness ~~would not take any action or exercise any right under the Finance Contract until the earlier~~ of adatabase ~~restructuring~~contents ~~of the second tranche~~ and ~~November~~otherwise ~~30,~~subject ~~2023.~~us Asto aliability ~~condition~~under tolaws ~~entering~~that ~~into~~protect ~~the~~personal ~~Standstill Agreement~~data, ~~Curetis~~resulting ~~paid~~in ~~the~~increased ~~EIB~~costs aor ~~partial~~loss ~~payment~~ of ~~interest on the second tranche of €1 million on June 22, 2023~~revenue. InIf ~~addition,~~we ~~Curetis~~are ~~agreed~~unable to ~~certain~~prevent ~~undertakings~~such ~~during~~security ~~the~~breaches ~~standstill~~or ~~period,~~privacy ~~including~~violations ~~the~~or ~~delivery~~implement ofsatisfactory aremedial ~~rolling cash flow forecast and to cause a third-party restructuring expert to prepare and deliver a restructuring opinion to the EIB. On November 20~~measures, ~~2023,~~our ~~Curetis~~operations ~~received~~could abe ~~termination notice from the EIB terminating the Standstill Agreement effective as of November 20~~disrupted, ~~2023. The EIB’s termination notice stated that the termination of the Standstill Agreement was as a result of~~ and inwe ~~connection~~may ~~with~~suffer ~~certain~~loss ~~defaults~~ of ~~the Standstill Agreement arising from~~reputation, ~~among~~financial ~~other~~loss ~~related reasons, Curetis’~~ and ~~Ares’~~other ~~entry~~regulatory ~~into~~penalties ~~insolvency~~because ~~proceedings. On December 4, 2023, the Company received a notice from the EIB stating that Curetis is in default~~ of ~~the~~lost ~~Finance~~or ~~Contract~~misappropriated ~~as a result of~~information, ~~among~~including ~~other~~sensitive ~~things,~~consumer ~~Curetis’ failure to repay when due certain outstanding indebtedness under the Finance Contract~~data. In ~~its notice~~addition, ~~the~~these ~~EIB~~breaches ~~stated that, as of November 16, 2023, the aggregate amount of principal, accrued interest~~ and ~~all~~ other ~~amounts~~inappropriate ~~owed~~access bycan ~~Curetis~~be todifficult ~~the EIB under the Finance Contract was approximately 9.66 million euro and that interest will continue~~ to ~~accrue in accordance with the Finance Contract until all amounts owed are paid in full. Pursuant to that certain Guarantee and Indemnity Agreement~~detect, ~~dated July 9, 2020 (the “Guaranty”), between the EIB~~ and ~~the~~any ~~Company,~~delay ~~the EIB demanded that the Company, as guarantor, immediately repay the EIB all amounts owed to the EIB under the Finance Contract and reserved all of its other rights and remedies~~ in ~~connection~~identifying ~~with~~them ~~the~~may ~~Finance~~lead Contract. As of the year ended December 31, 2023, the Guaranty remained unpaid and outstanding, with the liability reflected on the Company’s financial statements, which was previously on Curetis’ balance sheet. In connection with the Company’s entry into the March 2024 Purchase Agreement with David E. Lazar on March 25, 2024, the Company entered into settlement agreements with each of the EIB and Curetis and Curetis’ trustee in insolvency, pursuant to ~~which~~increased ~~the parties agreed to settle outstanding liabilities amongst the parties. Pursuant to the settlement agreements~~harm, ~~following~~as ~~the~~described ~~final closing of the transactions contemplated by the March 2024 Purchase Agreement, the Company will pay $2~~above.~~0 million of the proceeds to settle all outstanding debt of the Company to each of EIB and Curetis. The settlement agreement with EIB also terminated the Guaranty.~~

1513

●Any Onsuch ~~October~~breach ~~11,~~or ~~2023,~~interruption ~~the~~could ~~Company~~compromise ~~entered~~our ~~into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) with a single investor (the “Investor”)~~networks, ~~pursuant to which the Company agreed to issue~~ and ~~sell to~~ the ~~Investor~~information instored athere ~~private~~could ~~placement~~be ~~(the~~inaccessible ~~“Private~~or ~~Placement”)~~could ~~1,000~~be ~~shares~~accessed ofby ~~the~~unauthorized ~~Company’s Series D Preferred Stock~~parties, ~~par~~publicly ~~value $0.01 per share (the “Preferred Stock”). Each share of preferred stock was agreed to sell at a price of $1~~disclosed,~~000~~ ~~per~~lost ~~share~~or ~~for expected aggregate gross proceeds of $1~~stolen.0 ~~million~~Any ~~before~~such ~~deducting~~interruption ~~offering expenses. The Private Placement was conducted~~ in connection with the negotiation of a potential strategic transaction involving the Company and the Investor. The Company intended to use the proceeds of the Private Placement to fund the Company’s operations while it pursued a potential strategic transaction with the Investor. Pursuant to the Purchase Agreementaccess, ~~the~~improper ~~Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating the rights~~access, ~~preferences~~disclosure ~~and~~or ~~limitations~~other ofloss ~~the shares~~ of ~~preferred~~information ~~stock~~could onresult October 11, 2023. The Certificate of Designation provides that the shares of preferred stock have a stated value of $1,000 per share and are convertible into shares of common stock, par value $0.01 per share of the Company at a price of $4.09 per share, subject to adjustment in ~~the~~legal ~~event~~claims ~~of certain stock dividends and distributions, stock splits, stock combinations, reclassifications,~~ or ~~similar events affecting the common stock. The preferred stock may be converted at any time at the option of the holder. Notwithstanding the foregoing~~proceedings, ~~the~~liability ~~Certificate~~under oflaws ~~Designation provides~~ that inprotect ~~no event will~~ the ~~preferred~~privacy ~~stock~~of bepersonal ~~convertible into common stock in a manner that would result in the holder~~information, ~~its permitted transferees~~ and ~~affiliates~~regulatory ~~holding more than 19~~penalties.~~99%~~ ~~(together~~Unauthorized ~~with any shares of common stock otherwise held by the Investor~~access, ~~its~~loss ~~permitted~~or ~~transferees~~dissemination ~~and~~could ~~their~~also ~~affiliates)~~disrupt ofour ~~the then issued and outstanding common stock (the “Ownership Limitation”)~~operations, ~~prior~~including toour ~~the~~ability ~~date that the Company’s stockholders approve the issuance of shares of common stock~~ to ~~the holder upon conversion of the preferred stock (the “stockholder approval”). Upon receipt of stockholder approval~~collect, ~~the shares of preferred stock will automatically be converted into shares of common stock without further action of the holder thereof. The Investor funded $250~~process,~~000~~ ofand ~~the~~prepare ~~expected aggregate gross proceeds of $1.0 million before deducting offering expenses on November 14, 2023. On December 13, 2023, in coordination with the Investor, the~~ Company ~~issued~~financial toinformation ~~the~~as ~~Investor~~well ~~250~~as ~~shares~~manage ~~of Series D Preferred Stock in consideration for~~ the ~~partial~~administrative ~~payment.~~aspects As of ~~December~~our 31business, ~~2023,~~ all ~~250 Series D Preferred Shares remain outstanding and the remaining $750,000~~ of ~~the~~which ~~purchase~~could ~~price~~adversely ~~remains~~affect ~~unpaid.~~our The Company reserves all rights and remedies arising from the Investor’s failure to close the transaction and the Investor will continue to be in breach of the Purchase Agreement until the remaining amount is paid in fullbusiness.

●In ~~On October 12~~addition, ~~2023,~~ the ~~Company~~interpretation ~~entered~~and ~~into~~application ~~a warrant inducement agreement (the “Inducement Agreement”) with a holder (the “Holder”)~~ of ~~certain existing warrants (the “Existing Warrants”) to purchase shares of common stock~~consumer, ~~par~~privacy ~~value~~and ~~$0.01~~data ~~per~~protection ~~share,~~laws ofin the ~~Company.~~United ~~Pursuant~~States to the Inducement Agreement, the Holder agreed to exercise for cash their Existing Warrants to purchase up to 1,089,274 shares of the Company’s common stock at an exercise price of $7.785 per share, the exercise price per share of the Existing Warrants, during the period from the date of the Inducement Agreement until 7:30 a.m., Eastern Time, on October 26, 2023. Pursuant to amendment agreements entered into by the Company and ~~Holder~~elsewhere onare ~~October~~often 26uncertain, ~~2023~~contradictory and ~~February~~in 7,flux. ~~2024,~~It ~~the~~is ~~Company~~possible ~~agreed~~that tothese ~~initially~~laws ~~extend~~may ~~the~~be ~~offer~~interpreted ~~period until December 31, 2023,~~ and ~~subsequently~~applied ~~extend~~in ~~the~~a ~~offer~~manner ~~period~~that ~~until~~is ~~April~~inconsistent ~~30,~~with ~~2024~~our practices. InIf ~~order to permit the exercise of the Existing Warrants pursuant to the rules of the Nasdaq Capital Market~~so, ~~the~~this ~~Holder~~could ~~agreed~~result ~~to pay as additional consideration $0.25 per share of common stock issued upon exercise of the Existing Warrants. In consideration of the Holder’s agreement to exercise the Existing Warrants~~ in accordance with the Inducement Agreement, the Company agreed to issue new warrants (the “Inducement Warrants”) to purchase shares of common stock equal to 100% of the number of shares of common stock issued upon exercise of the Existing Warrants (the “Inducement Warrant Shares”). The Inducement Warrants will have an exercise price of $3.36 per share and will be exercisable on the sixgovernment-~~month~~imposed ~~anniversary~~fines ofor ~~the~~orders ~~date~~requiring ofthat ~~issuance~~we ~~and~~change ~~expire~~our onpractices, ~~the~~which ~~five-year~~could ~~anniversary~~adversely ofaffect ~~the~~our ~~Inducement Warrant’s first becoming exercisable~~business. AsComplying ofwith ~~December~~these ~~31,~~various ~~2023,~~laws ~~the~~could ~~Holder~~cause ~~exercised~~us ~~200,000 shares of Common Stock under the Existing Warrants pursuant~~ to ~~the~~incur ~~Inducement~~substantial ~~Agreement~~costs ~~for~~or ~~aggregate~~require ~~gross~~us ~~proceeds~~ to ~~the~~change ~~Company~~our ofbusiness ~~$2.057~~practices ~~million before deducting financial advisory fees~~ and ~~other~~compliance ~~expenses~~procedures ~~payable~~in by the Company. The Holder did not exercise any additional Existing Warrants after December 31, 2023. Since the warrant inducement period was not extended beyond April 30, 2024, the Company is required to hold a ~~stockholders’~~manner ~~meeting~~adverse to ~~obtain~~our ~~approval for the exercisability of the existing common warrants within 70 days of the end of the extension period~~business.

16Systems failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results of operations.

InOur ~~addition~~systems, ~~subsequent~~or tothose ~~December 31,~~of ~~2023,~~third onparties ~~March 25,~~upon ~~2024~~which we rely, ~~the~~may ~~Company~~experience ~~entered~~service ~~into~~interruptions ~~the~~or ~~March 2024~~degradation ~~Purchase~~because ~~Agreement~~of ~~with~~hardware ~~David~~and E.software ~~Lazar,~~defects ~~pursuant~~or tomalfunctions, ~~which~~distributed ~~the~~denial-of-service ~~Company~~and ~~agreed~~other tocyberattacks, ~~sell~~human 3error,~~000~~ earthquakes,~~000~~ ~~shares~~hurricanes, offloods, ~~Series~~fires, Enatural ~~Convertible~~disasters, ~~Preferred~~power ~~Stock~~losses, ~~(“Series~~disruptions Ein ~~Preferred~~telecommunications ~~Stock”)~~services, tofraud, ~~Mr. Lazar~~military ator apolitical ~~price~~conflicts, ofterrorist ~~$1.00~~attacks, ~~per~~computer ~~share~~viruses, ~~for~~ransomware, ~~aggregate~~malware ~~gross~~or ~~proceeds~~other ~~of $3~~events.0 ~~million.~~Our ~~The~~systems ~~proceeds~~also ofmay ~~the transaction will~~ be ~~used~~subject to ~~repay and settle outstanding indebtedness and liabilities of the Company and for other general corporate and operating purposes. On March 25~~break-ins, ~~2024~~sabotage, ~~Mr. Lazar~~theft ~~paid~~and ~~$200,000~~intentional atacts ~~the initial closing~~ of ~~the~~vandalism, ~~transactions~~including ~~under~~by ~~the~~our ~~March 2024~~own ~~Purchase~~employees. ~~Agreement~~Some ~~in exchange for 200,000 shares~~ of ~~Series~~our Esystems ~~Preferred~~are ~~Stock.~~not ~~Mr. Lazar~~fully ~~subsequently~~redundant ~~paid $200,000~~ and ~~$150,000~~our ondisaster ~~April 5,~~recovery ~~2024~~planning ~~and~~may ~~April 23,~~not ~~2024,~~be ~~respectively,~~sufficient ~~in exchange~~ for anall ~~additional~~eventualities. ~~350,000~~Our ~~shares~~business ofinterruption ~~Series~~insurance Emay ~~Preferred~~not ~~Stock.~~be ~~Mr. Lazar~~sufficient ~~is expected~~ to ~~fund~~cover ~~the~~all ~~remaining~~our ~~$2.45~~losses ~~million~~that inmay ~~early~~result ~~June 2024,~~from atinterruptions ~~which~~in ~~time~~our heservice ~~will~~as ~~receive~~a ~~the~~result ~~remaining 2.45 million shares~~ of ~~Series~~systems Efailures ~~Preferred~~and ~~Stock~~similar events.

~~Financial~~We ~~Overview~~have not experienced any system failures or other events or conditions that have interrupted the availability or reduced or effected the speed or functionality of our offerings. These events, were they to occur in the future, could adversely affect our business, reputation, results of operations and financial condition.

~~Revenue~~The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control.

~~During~~Our business depends on the ~~years~~performance ~~ended~~and ~~December 31~~reliability of Internet, ~~2023~~mobile and ~~2022,~~other weinfrastructures ~~recognized~~that ~~three~~are ~~types~~not ofunder ~~revenues:~~our ~~product~~control. ~~sales,~~Disruptions ~~laboratory~~in ~~services~~Internet ~~and~~infrastructure ~~collaboration~~or ~~revenue.~~the Wefailure ~~generated~~of ~~product~~telecommunications ~~revenues~~network ~~from~~operators ~~sales~~to ofprovide ~~our~~us ~~products,~~with ~~including~~the ~~through~~bandwidth we need to provide our ~~distribution~~services ~~partners,~~and ~~such~~offerings ascould ~~our~~interfere ~~Unyvero~~with ~~instruments~~the speed and ~~consumables~~availability of our platform. WeIf ~~also~~our ~~generated~~platform ~~revenue~~is ~~from~~unavailable ~~sales~~when byplatform ~~OpGen’s~~users ~~subsidiary,~~attempt ~~Ares~~to ~~Genetics~~access it, ofor ~~its~~if ~~AI-powered~~our ~~prediction~~platform ~~models~~does ~~and~~not ~~solutions.~~load ~~Revenues~~as ~~generated~~quickly ~~from~~as ~~our~~platform ~~laboratory~~users ~~services~~expect, ~~relate~~platform users may not return to ~~services~~our ~~that~~platform weas often in the future, or at all, and may use our ~~subsidiaries~~competitors’ ~~provide~~products toor ~~customers~~offerings more often. ~~Lastly~~In addition, ~~our~~we ~~collaboration~~have ~~revenues~~no ~~consist~~control over the costs of ~~revenue~~the ~~received~~services ~~from~~provided ~~research~~by ~~and~~national ~~development~~telecommunications ~~collaborations~~operators. ~~that~~If wemobile ~~have~~Internet ~~entered~~access ~~into~~fees ~~with~~or ~~third~~other ~~parties~~charges to Internet users increase, ~~such~~consumer astraffic may decrease, which may in turn cause our ~~collaboration~~revenue ~~agreement~~to ~~with~~significantly ~~FIND~~decrease.

~~Cost~~We ofare ~~Products~~subject to risks with respect to counterparties, ~~Cost~~and failure of ~~Services,~~such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and ~~Operating~~cash ~~Expenses~~flows.

~~Our~~We ~~cost~~enter ofinto ~~products~~various ~~consists~~contracts that are material to the operation of ~~product~~our ~~and~~business ~~inventory~~that ~~costs,~~subject ~~including~~us ~~materials~~to ~~costs~~counterparty ~~and~~risks. ~~overhead,~~The ability and ~~other~~willingness ~~costs~~of ~~related~~our counterparties to ~~the~~perform ~~recognition~~their ofobligations ~~revenue.~~under ~~Cost~~any contract will depend on a number of ~~services~~factors ~~relate~~that toare ~~the~~beyond ~~material~~our control and ~~labor~~may ~~costs~~include, ~~associated~~among ~~with~~other ~~providing~~things, ~~our~~general ~~services.~~economic ~~Research~~conditions, the condition of such counterparty’s industry and ~~development~~the ~~expenses~~overall ~~consist~~financial ~~primarily~~condition of ~~expenses~~the ~~incurred~~counterparty. inA ~~connection~~prolonged ~~with~~period ~~our~~of ~~clinical~~difficult ~~and~~industry ~~pre-clinical~~conditions ~~research~~could ~~activities.~~lead ~~Selling,~~to ~~general~~changes in a counterparty’s liquidity and ~~administrative~~increase ~~expenses~~our ~~consist~~exposure ofto ~~public~~counterparty ~~company~~risk. ~~costs,~~If ~~salaries,~~our ~~and~~counterparties ~~related~~are ~~costs~~unable ~~for~~or ~~administrative,~~unwilling ~~sales~~to perform, ~~and~~it ~~business~~could ~~development~~negatively ~~personnel~~impact our results of operations and cash flows.

~~Results of Operations for the Years Ended December 31, 2023 and 2022~~14

~~Revenues~~Risks Related to Our Securities and Public Company Status

	Years Ended December 31,
	2023		2022
Revenue
Product sales	$	2,400,053	$	1,893,862
Laboratory services		153,719		172,633
Collaboration revenue		864,548		540,798
Total revenue	$	3,418,320	$	2,607,293

If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.

~~The~~As ~~Company’s~~a ~~total~~public ~~revenue~~company, ~~for~~we ~~the~~are ~~year~~required ~~ended~~to ~~December 31,~~maintain ~~2023~~internal ~~increased~~control ~~31%,~~over ~~from~~financial ~~$2.6~~reporting ~~million~~and to $3report any material weaknesses in such internal control.4 ~~million,~~Section 404 ~~when~~of ~~compared~~the toSarbanes-Oxley Act of 2002 requires that we evaluate and determine the ~~same~~effectiveness ~~period~~of our internal control over financial reporting and provide a management report on internal control over financial reporting. If we have a material weakness in ~~2022~~our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. ~~This~~While ~~increase~~no ismaterial ~~primarily~~weaknesses ~~attributable~~in ~~to:~~our internal control over financial reporting as of the date of this filing have been identified, we cannot assure you that material weaknesses will not be identified in the future.

●When ~~Product~~we ~~Sales:~~are ~~the~~no ~~increase~~longer ina ~~revenue~~smaller ofreporting ~~approximately~~company, ~~27%~~our inindependent ~~2023~~registered ~~compared~~public toaccounting ~~2022~~firm iswill ~~primarily~~be ~~attributable~~required to ~~the~~issue ~~Company~~an ~~completing~~attestation areport ~~one-time~~on ~~sale~~the effectiveness of 25our ~~sets~~internal ofcontrol ~~Unyvero~~over ~~instruments~~financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to aour ~~strategic~~internal ~~partner~~controls inor Q4the ~~2023;~~level at which our internal controls are documented, designed, implemented, or reviewed.

17When we are no longer a smaller reporting company, if our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies could also result in a restatement of our financial results in the future.

●The ~~Laboratory~~market ~~Services:~~price ~~the decrease in revenue~~ of ~~approximately~~our ~~11%~~common instock ~~2023~~and ~~compared~~the totrading ~~2022~~volume isof ~~primarily~~our ~~attributable~~common tostock ~~the~~has ~~insolvency~~been, ~~filings of Curetis~~ and ~~Ares~~may ~~Genetics~~continue into ~~early~~be, ~~November~~highly ~~2023~~volatile, ~~resulting~~and insuch ~~just~~volatility ~~over~~could 10cause ~~months~~the ofmarket ~~revenue~~price ~~activity~~of inour ~~2023~~common ~~compared~~stock to ~~12 months in 2022; and~~decrease.

●During ~~Collaboration~~2024, ~~Revenue:~~ the ~~increase~~market inprice ~~revenue~~ of ~~approximately~~our ~~60%~~common instock ~~2023~~fluctuated ~~compared~~from a low of $0.60 per share to ~~2022~~a ishigh ~~primarily~~of ~~attributable~~$7.80 per share, and our stock price continues to ~~extensions~~fluctuate. The market price and ~~expansions~~trading volume of ~~the~~our ~~Company’s~~common ~~collaboration~~stock ~~with~~may ~~FIND~~continue to fluctuate significantly in ~~2023.~~response to numerous factors, some of which are beyond our control, such as:

~~Operating~~● ~~expenses~~the trading volume of our common stock;

	Years Ended December 31,
	2023		2022
Cost of products sold	$	3,084,075	$	3,319,586
Cost of services		424,939		104,405
Research and development		4,732,851		8,173,435
General and administrative		8,081,664		8,884,084
Sales and marketing		2,783,268		4,344,656
Loss on deconsolidation of subsidiaries		12,979,061		-
Impairment of right-of-use asset		849,243		-
Impairment of property and equipment		1,231,874		-
Impairment of intangible assets		-		5,407,699
Goodwill impairment charge		-		6,940,549
Total operating expenses	$	34,166,975	$	37,174,414

●

variations in our and our competitors’ results of operations;

~~The~~● ~~Company’s~~changes ~~total~~in ~~operating~~earnings ~~expenses~~estimates ~~for~~or ~~the~~recommendations ~~year~~by ~~ended~~securities ~~December 31~~analysts, ~~2023~~if ~~decreased~~our ~~8%,~~common ~~from~~stock ~~$37.2 million to $34.2 million, when compared to the same period in 2022. This decrease~~ is ~~primarily~~covered ~~attributable~~by ~~to:~~analysts;

● ~~Costs~~successes ofor ~~products~~challenges ~~sold: expenses for the year ended December 31, 2023 decreased approximately 7% when compared to the same period~~ in ~~2022.~~our ~~The~~collaborative ~~decrease~~arrangements inor ~~cost~~alternative offunding ~~products sold is primarily attributable to increases of only $1.3 million in inventory reserves for obsolescence, expirations, and slow-moving inventory in 2023 compared to $1.7 million in 2022~~sources;

● ~~Costs~~adverse ofeffects ~~services:~~on ~~expenses~~our ~~for~~business ~~the~~condition ~~year~~and ~~ended~~results ~~December~~of ~~31,~~operations ~~2023~~from ~~increased~~general ~~approximately~~economic ~~307%~~and ~~when~~market ~~compared~~conditions toand ~~the~~overall ~~same~~fluctuations ~~period~~ in ~~2022.~~the ~~The~~United ~~increase~~States inand ~~cost~~international ofmarkets, ~~services~~including isdeteriorating ~~primarily~~market ~~attributable~~conditions due to ~~additional~~investor ~~expenses~~concerns ~~from~~regarding ~~the Company’s collaboration with FIND in 2023~~inflation;

● ~~Research~~adverse ~~and~~developments ~~development:~~affecting ~~expenses for~~ the ~~year~~financial ~~ended~~services ~~December 31~~industry, ~~2023~~including ~~decreased~~events ~~approximately~~or ~~42%~~concerns ~~when~~involving ~~compared~~liquidity, todefaults ~~the~~or ~~same~~non-performance ~~period~~by infinancial ~~2022.~~institutions ~~The~~that ~~decrease~~could inadversely ~~research~~affect ~~and~~our ~~development~~business, ~~expenses~~financial iscondition ~~primarily~~or ~~attributable~~results ~~to the completion~~ of clinical trials for Unyvero UTI in 2022, slower than anticipated project developments in 2023, understaffing across the Company, and the shortened operating period for Curetis and Ares Genetics due to the insolvency filings in November 2023operations;

● ~~General~~future ~~and~~issuances ~~administrative:~~of ~~expenses~~common ~~for~~stock ~~the~~or ~~year~~other ended December 31, 2023 decreased approximately 9% when compared to the same period in 2022, primarily due to a reduction in payroll related costs resulting from the Company’s cash management activitiessecurities;

● ~~Sales and marketing: expenses for~~ the ~~year~~addition ~~ended~~or ~~December~~departure ~~31,~~of ~~2023~~key decreased approximately 36% when compared to the same period in 2022, primarily due to the Company’s reduction in force at its Rockville, MD office and the shortened operating period for Curetis and Ares Genetics due to the insolvency filings in November 2023personnel;

1815

● ~~Loss~~announcements onby ~~deconsolidation~~us ofor ~~subsidiaries:~~our ~~loss~~competitors ~~on deconsolidation~~ of ~~subsidiaries for the year ended December 31~~acquisitions, ~~2023~~investments ~~represents~~or ~~the~~strategic ~~loss~~alliances; ~~incurred by the Company associated with the insolvency filings of Curetis~~ and ~~Ares Genetics in November 2023;~~

● ~~Impairment~~general ofmarket ~~right-of-use~~conditions ~~asset:~~and ~~impairment~~other ~~of right-of-use asset for the year ended December 31~~factors, ~~2023~~including ~~represents~~factors ~~the~~unrelated ~~impairment~~to ofour ~~the~~operating ~~Company’s right-of-use lease asset at its Rockville, MD office;~~performance.

●Further, ~~Impairment~~the ofstock ~~property~~market in general has recently experienced extreme price and ~~equipment:~~volume ~~impairment~~fluctuations. The volatility of ~~property~~our ~~and~~common ~~equipment~~stock ~~for~~is further exacerbated due to its low trading volume. Continued market fluctuations could result in extreme volatility in the ~~year~~price ~~ended~~of ~~December~~our 31common stock, ~~2023~~which ~~represents~~could cause a decline in the ~~impairment~~value of ~~the~~our ~~Company’s~~common ~~property~~stock and ~~equipment~~the atloss ~~its~~of ~~Rockville,~~some MDor ~~office;~~all of your investment.

●There ~~Impairment~~is ofpresently ~~intangible~~no ~~assets:~~active ~~impairment~~market ~~of intangible assets~~ for ~~the~~our ~~year~~common ~~ended December 31~~stock, ~~2022~~which ~~represents~~is ~~the~~currently ~~impairment~~on of the ~~Company’s~~OTC ~~infinite-lived~~Expert ~~intangible asset~~Market, which ~~was~~may ~~deemed~~make ~~necessary~~it ~~since~~difficult ~~the~~for ~~contracted~~investors ~~and~~to ~~expected~~buy ~~future~~or ~~cash~~sell ~~flows~~our ~~associated with these assets did not support the carrying amount; and~~stock.

●Our ~~Goodwill~~common ~~impairment~~stock ~~charge:~~is ~~goodwill~~currently ~~impairment~~on ~~charge~~the OTC Markets Group Expert Market. As such, our common stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Such stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Quotations in Expert Market securities are restricted from public viewing. As a result of our stock being on the ~~year~~Expert ~~ended~~Market, ~~December~~there 31are no market makers in our common stock and, ~~2022~~unless ~~represents~~you are a broker or are an expert, you will not be able to obtain a quote for our common stock. Accordingly, there is no trading market for our common stock. Even if a market for our common stock develops, as to which we can give no assurance, there can be no assurance as to the ~~impairment~~liquidity of our common stock, the ~~Company’s~~ability ~~goodwill~~of ~~primarily~~holders ~~due~~of our common stock to ~~decreases~~sell inour common stock, or the ~~Company’s~~prices at which holders may be able to sell our common stock. ~~price~~Further, ~~and~~if a market ~~capitalization~~develops, it is likely that there will not be any significant float, with the result that the reported bid and ask prices may have little relationship to the price you would pay if you wanted to buy shares or the price you would receive if you wanted to sell shares. We expect that our common stock will remain on the Expert Market as long as we are delinquent in our SEC filings, although we can give no assurance that we will cease to be on the Expert Market once we are current in our filings.

~~Other~~The ~~income~~market ~~(expense)~~price of our Common Stock is likely to be highly volatile and you could lose all or part of your investment in our securities.

	Years Ended December 31,
	2023			2022
Interest expense	$	(1,838,933	)	$	(3,256,410	)
Foreign currency transaction (losses) gains		(289,306	)		379,622
Change in fair value of derivative financial instruments		65,876			113,741
Interest and other income		142,488			46,935
Total other expense	$	(1,919,875	)	$	(2,716,112	)

There is limited trading activity for our Common Stock in the OTC market. An investment in our securities is risky, and stockholders could lose their investment in our securities or suffer significant losses and wide fluctuations in the market value of their investment. Even with the commencement of trading of our Common Stock on the OTC market, the market price of our Common Stock is likely to be highly volatile. Given the continued uncertainty surrounding many variables that may affect our business, and the industry in which we operate, our ability to foresee results for future periods is limited. This variability could affect our operating results and thereby adversely affect our stock price. Many factors that contribute to this volatility are beyond our control and may cause the market price of our Common Stock to change, regardless of our operating performance.

~~Other~~Financial ~~expense~~Industry ~~for~~Regulatory ~~the~~Authority ~~year~~(“FINRA”) ~~ended~~sales ~~December 31,~~practice ~~2023~~requirements ~~decreased~~may toalso limit a ~~net~~stockholder’s ~~expense~~ability ofto ~~$1.9~~buy ~~million~~and ~~from~~sell aour ~~net~~shares ~~expense~~ of ~~$2.7~~common ~~million~~stock, inwhich ~~the~~could ~~same~~depress ~~period in 2022. The decrease was primarily due to a reduction in interest expense as~~ the ~~Company~~price ~~repaid~~of aour ~~portion~~shares of ~~the~~common ~~outstanding debt~~stock.

~~Liquidity~~FINRA rules require broker-dealers to have reasonable grounds for believing that the investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and ~~Capital~~other ~~Resources~~information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, if our shares of common stock become speculative low-priced securities, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.

AtThe ~~December 31,~~exercise ~~2023, the Company had cash and cash equivalents~~ of ~~$1.2~~outstanding ~~million,~~common ~~compared~~stock topurchase ~~$7.4~~warrants ~~million~~and atstock ~~December 31,~~options ~~2022.~~will ~~The~~have ~~Company~~a ~~has~~dilutive ~~funded~~effect ~~its~~on ~~operations~~the ~~primarily~~percentage ~~through~~ownership ~~external~~of ~~investor~~our ~~financing~~capital ~~arrangements~~stock ~~and~~by ~~has~~existing ~~raised significant funds in 2023 and 2022, including:~~stockholders.

OnAs ~~June~~of December 2431, ~~2022~~2024, we ~~entered~~had ~~into~~outstanding ~~the~~warrants ~~2022~~to ~~ATM~~acquire ~~Agreement~~a ~~with~~total ~~H.C.~~of ~~Wainwright~~1,092,572 asshares aof ~~sales~~our ~~agent~~common stock, ~~pursuant~~and tostock ~~which~~options ~~the~~to ~~Company~~purchase ~~may~~138 ~~offer~~shares ~~and~~of ~~sell~~our ~~from~~common ~~time~~stock. toA ~~time~~significant innumber anof atsuch ~~the~~warrants ~~market~~have ~~offering,~~exercise atprices ~~its~~above ~~option,~~our upcommon tostock’s anrecent ~~aggregate~~trading ofprices; ~~$10.65~~however, ~~million~~the ofholders ~~shares~~have of the ~~Company’s~~right ~~common~~to ~~stock~~effect ~~through~~a ~~the~~cashless ~~sales~~exercise ~~agent. As~~ of ~~December 31,~~such ~~2022,~~warrants. ~~the~~If ~~Company~~a ~~sold~~significant ~~8,574~~number ~~shares~~of ~~under~~such ~~the~~warrants ~~2022~~and ~~ATM~~stock ~~Offering~~options ~~totaling~~are ~~$1.03~~exercised ~~million~~by inthe ~~gross~~holders, ~~proceeds~~whether ~~and~~through ~~$0.99~~cash ~~million~~or incashless ~~net~~exercises, ~~proceeds.~~the ~~The~~percentage ~~Company~~of ~~did~~our ~~not~~common ~~sell~~stock ~~any~~owned ~~shares~~by ~~under~~our ~~the~~existing ~~2022~~stockholders ~~ATM~~will ~~Agreement~~be ~~in 2023~~diluted.

On October 3, 2022, we closed a registered direct offering for the purchase of 26,800 shares of the Company’s common stock, 33,810 shares of the Company’s Series C Mirroring Preferred Stock, and pre-funded warrants to purchase an aggregate of 21,500 shares of common stock. The offering raised aggregate gross proceeds of $3.34 million before deducting the placement agent’s fees and the offering expenses, and net proceeds of $3.04 million.16

19We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

OnWe ~~January 11,~~have ~~2023,~~never wepaid ~~closed~~dividends aon ~~best-efforts~~any ~~public~~of ~~offering~~our ~~for~~capital stock and currently intend to retain any future earnings to fund the ~~purchase~~growth of ~~(i)~~our ~~32,121~~business. ~~shares~~We ofmay ~~common~~also ~~stock,~~enter ~~(ii)~~into ~~pre-funded~~credit ~~warrants~~agreements toor ~~purchase~~other upborrowing arrangements in the future that will restrict our ability to andeclare ~~aggregate~~or ofpay ~~226,500~~cash ~~shares~~dividends ofon our common stock,. ~~(iii)~~Any ~~Series~~determination ~~A-1~~to ~~common~~pay ~~warrants~~dividends toin ~~purchase~~the anfuture ~~aggregate~~will be at the discretion of ~~258,621~~our ~~shares~~Board of ~~common~~Directors ~~stock~~and will depend on our financial condition, ~~and~~operating ~~(iv)~~results, ~~Series~~capital ~~A-2~~requirements, ~~common~~general ~~warrants~~business toconditions ~~purchase~~and another ~~aggregate~~factors ofthat ~~258,621~~our ~~shares~~Board of ~~common~~Directors ~~stock~~may deem relevant. ~~The~~As ~~offering~~a ~~raised~~result, ~~aggregate~~capital ~~gross~~appreciation, ~~proceeds~~if any, of ~~approximately~~our ~~$7.5~~common ~~million~~stock ~~before~~will ~~deducting~~be the ~~placement~~sole ~~agent’s~~source ~~fees~~of ~~and~~gain, ~~the~~if ~~offering expenses~~any, ~~and~~for ~~net~~the ~~proceeds~~foreseeable ~~of approximately $6~~future.~~9 million.~~

OnUnstable ~~May 4,~~market ~~2023,~~and weeconomic ~~closed~~conditions amay ~~best-efforts~~have ~~public~~serious ~~offering~~adverse ~~for~~consequences ~~the~~on ~~purchase~~our ~~of (i) 60~~business,~~500~~ ~~shares~~financial ofcondition ~~the Company’s common stock, par value $0.01 per share, (ii) pre-funded warrants to purchase up to an aggregate of 389,083 shares of common stock,~~ and ~~(iii) common warrants to purchase up to an aggregate of 449,583 shares of common~~ stock. ~~The offering raised aggregate gross proceeds of approximately $3~~price.~~5 million and net proceeds of approximately $3.0 million.~~

OnThe global ~~October 6~~credit and financial markets have recently experienced extreme volatility and disruptions, ~~2023~~including severely diminished liquidity and credit availability, ~~Curetis~~declines ~~received~~in aconsumer ~~payment~~confidence, ofdeclines €0in economic growth, instability in inflation in U.75S. and ~~million~~foreign ~~related~~markets, toincreases in unemployment rates and uncertainty about economic stability. The financial markets and the ~~sale~~global economy may also be adversely affected by the current or anticipated impact of ~~certain~~military ~~Unyvero~~conflict, ~~A50~~including ~~systems~~the conflicts between (i) Russia and Ukraine and (ii) Israel and Hamas, terrorism or other geopolitical events. Sanctions imposed by ~~Curetis~~the United States and other countries in response to asuch ~~strategic~~conflicts ~~partner~~may also adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market and economic instability. ~~Such~~There ~~purchase~~can ofbe ~~systems~~no assurance that further deterioration in credit and ~~payment~~financial ~~was~~markets ~~made~~and confidence in ~~connection~~economic ~~with~~conditions ~~the~~will ~~negotiation~~not ofoccur. aOur general ~~potential~~business ~~strategic~~strategy ~~transaction~~may ~~involving~~be ~~Curetis~~adversely affected by any such economic downturn, volatile business environment or continued unpredictable and ~~the~~unstable ~~Company’s~~market ~~subsidiary~~conditions, ~~Ares~~including ~~Genetics~~instability in inflation. If the current equity and credit markets deteriorate, ~~with~~it ~~such~~may ~~strategic~~make ~~partner;~~any ~~however~~necessary debt or equity financing more difficult, ~~the~~more ~~potential~~costly ~~strategic~~and ~~transaction~~more ~~was~~dilutive. ~~unsuccessful~~Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and stock price.

OnWe ~~October 11,~~may ~~2023,~~be wesubject ~~entered~~to ~~into~~litigation aor ~~Preferred~~government ~~Stock~~investigations ~~Purchase Agreement with a single investor~~ for ~~1,000 shares of the Company’s Series D Preferred Stock, par value $0.01 per share, where each share of preferred stock was agreed to sell at~~ a ~~price~~variety of $1claims,~~000~~ ~~per~~which ~~share~~could ~~for~~adversely ~~aggregate~~affect ~~gross~~our ~~proceeds~~operating ~~of $1.0 million before deducting offering expenses. The investor funded $250~~results,~~000~~ ofharm ~~the~~our ~~expected aggregate gross proceeds of $1.0 million before deducting offering expenses on November 14~~reputation, ~~2023.~~or Onotherwise ~~December 13,~~negatively ~~2023,~~impact inour ~~coordination with the investor, the Company issued to the investor 250 shares of Series D Preferred Stock in consideration for the partial payment~~business. As of December 31, 2023, all 250 Series D Preferred Shares remain outstanding and the remaining $750,000 of the purchase price remains unpaid. The private placement was conducted in connection with the negotiation of a potential strategic transaction involving the Company and the investor. The Company’s discussions with this investor have ceased.

OnWe ~~October 12,~~may ~~2023,~~be wesubject ~~entered into a warrant inducement agreement with a holder of certain existing warrants~~ to ~~purchase~~litigation ~~shares~~or ofgovernment ~~common stock, par value $0~~investigations.01 ~~per~~These ~~share,~~may ofinclude ~~the Company. Pursuant to the Inducement Agreement~~claims, ~~the holder agreed to exercise for cash their existing warrants to purchase up to 1~~lawsuits,~~089,274~~ ~~shares~~and ofproceedings ~~the~~involving ~~Company’s~~securities ~~common stock at an exercise price of $7.785 per share~~laws, ~~the~~fraud ~~exercise~~and ~~price per share of the existing warrants~~abuse, ~~during~~product ~~the period from the date of the Inducement Agreement until 7:30 a.m.~~liability, ~~Eastern~~labor ~~Time,~~and ~~on October 26~~employment, ~~2023;~~wage ~~however, on October 26, 2023,~~ and ~~subsequently on February 7~~hour, ~~2024,~~commercial ~~the Company~~ and ~~the~~other ~~holder~~matters. ~~agreed~~Any tosuch ~~initially~~litigation ~~extend~~or ~~the~~investigations ~~offer~~could ~~period~~result ~~through~~in ~~December 31,~~substantial ~~2023,~~costs and ~~later~~a ~~through~~diversion ~~April 30, 2024. As~~ of ~~December 31,~~management’s ~~2023,~~resources ~~the~~and ~~holder~~attention. ~~exercised~~In ~~200~~addition,~~000~~ ~~shares~~any ofadverse ~~Common~~determination ~~Stock~~could ~~under~~expose ~~the~~us ~~existing warrants pursuant~~ to ~~the~~significant ~~Inducement~~liabilities, ~~Agreement~~which ~~for~~could ~~aggregate~~have ~~gross~~a ~~proceeds~~material toadverse ~~the~~effect ~~Company~~on ofour ~~$2.057~~business, ~~million before deducting~~ financial ~~advisory~~condition, ~~fees~~ and ~~other~~results ~~expenses~~of ~~payable by the Company~~operations. ~~The Holder did not exercise any additional Existing Warrants after December 31, 2023.~~

OnItem November 6, 2023, Curetis filed a petition for insolvency with the district court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria, Reference Number 38 S 175/23x1B. ~~The~~Unresolved ~~insolvency~~Staff proceedings of Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively. The insolvency administrators assumed control over the assets and liabilities of Curetis and Ares Genetics, respectively, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. The German and Austrian insolvency administrators both successfully completed asset sales of the assets of Curetis and Ares Genetics, but the Company does not anticipate receiving any proceeds from such sales as the proceeds will be allocated amongst each entity’s creditors.Comments

20None.

ToItem ~~meet its capital needs, the Company entered into a securities purchase agreement (the “March 2024 Purchase Agreement”) with David E~~1C. Lazar, pursuant to which the Company agreed to sell 3,000,000 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) to Mr. Lazar at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. Although Mr. Lazar is expected to provide the Company with $3.0 million in total funding, the Company believes that current cash will only be sufficient to fund operations into the third quarter of 2024. This has led management to conclude that there is substantial doubt about the Company’s ability to continue as a going concern. In the event the Company does not receive additional funding from the individual investor or other investors or find a reverse merger partner or other strategic transaction partner before or during the third quarter of 2024, the Company will not have sufficient cash flows and liquidity to finance its business operations. Accordingly, in such circumstances, the Company would be compelled to immediately reduce general and administrative expenses until it is able to obtain sufficient financing. If such sufficient financing is not received on a timely basis, the Company would then need to pursue a plan to seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. There can be no assurance that the Company will be able to identify or execute on any of these alternatives on acceptable terms or that any of these alternatives will be successful.Cybersecurity

OnRisk ~~March 10,~~Management ~~2023, the Company learned that Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection~~ and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver, due to the sudden and massive financial collapse of the bank. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC’s resolution of the SVB receivership (the “Statement”). The Statement provided that “[d]epositors will have access to all of their money starting Monday, March 13.” At the time, the Company had most of its cash and cash equivalents held in deposit accounts at SVB, which the Statement said the Company would have access to starting on March 13, 2023. While we regained access to our accounts at Silicon Valley Bank (now a division of First Citizens Bank) and created additional banking relationships to diversify our holdings, future disruptions of financial institutions where we bank or have credit arrangements, or disruptions of the financial services industry in general, could adversely affect our ability to access our cash and cash equivalents. If we are unable to access our cash and cash equivalents as needed, our financial position and ability to operate our business will be adversely affected.Strategy

~~Sources~~Under the direction of AEI Capital Ltd., the Company has strategically repositioned itself and ~~uses~~established a wholly-owned subsidiary, CapForce, which has launched a new business offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges. Additionally, CapForce contemplates entering the financial technology industry with a focus on developing and supporting advanced digital investment banking activities, cross-border securities trading, advanced computational model-enabled investment banking advisory, asset management services, and FinTech-enabled capital table management. As part of ~~cash~~this plan, risk management processes have been implemented to manage the risks associated with reliance on vendors, critical service providers, and other third-parties that may lead to a service disruption or an adverse cybersecurity incident. This includes an assessment of vendors during the selection/onboarding process and a review of SOC 1 reports on an annual basis and other relevant security attestations, where applicable.

~~The following table summarizes the net cash provided by (used in) operating activities, investing activities and financing activities for the periods indicated:~~17

	Years Ended December 31,
	2023			2022
Net cash used in operating activities	$	(14,319,542	)	$	(20,449,698	)
Net cash used in investing activities		(800,412	)		(590,772	)
Net cash provided by (used in) financing activities		8,373,314			(6,735,681	)

In addition, CapForce will be maintaining policies over areas such as information security, access on/offboarding, and access and account management, to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. CapForce partners with industry recognized IT providers, leveraging third-party technology and expertise. These third-party service providers are a key part of CapForce’s current cybersecurity risk management and provide services including, maintenance of an IT assets inventory, periodic vulnerability scanning, identity access management controls including restricted access of privileged accounts, network integrity safeguarded by employing web-based software, including endpoint protection, endpoint detection and response, and remote monitoring management on all devices, industry-standard encryption protocols and critical data backups. Our outsourced information technology consultants conduct proactive patching and monitoring of all of our existing systems and have implemented systems and procedures to mitigate cybersecurity risks that we believe are appropriate for a company of our size, stage of growth and financial condition. In addition, we carry insurance with coverage for cyber events that we believe is suitable for a company of our size, stage of growth and financial condition.

~~Net cash used in operating activities~~Governance

~~Net~~Management ~~cash~~is ~~used~~responsible infor ~~operating~~the ~~activities~~day-to-day inmanagement ~~2023 consisted primarily~~ of ~~our~~the ~~net~~risks ~~loss~~we offace, ~~$32.7~~while ~~million,~~our ~~reduced~~Board byof ~~certain~~Directors ~~non-cash~~and ~~items,~~Audit ~~including~~Committee ~~loss~~has onresponsibility ~~deconsolidation~~for ofthe ~~subsidiaries~~oversight of ~~$13.0~~risk ~~million~~management, ~~depreciation~~including ~~and~~risks ~~amortization~~from ~~expense~~cybersecurity ~~of $1~~threats.3 ~~million,~~In ~~non-cash~~its ~~interest~~risk ofoversight ~~$1.7 million~~role, ~~impairment~~our Board of ~~property~~Directors ~~and~~has ~~equipment~~the ofresponsibility ~~$1.2~~to ~~million,~~satisfy ~~impairment~~itself ofthat ~~right-of-use~~the ~~asset~~risk ofmanagement ~~$0.8~~processes ~~million,~~designed and ~~change~~implemented ~~in inventory reserve of $0.8 million, partially offset~~ by ~~the~~management ~~net~~are ~~change~~appropriate ~~in operating assets~~ and ~~liabilities~~functioning ofas $1designed.0 ~~million.~~The ~~Net~~Board ~~cash~~of ~~used~~Directors inhas ~~operating~~delegated ~~activities~~to inthe ~~2022~~Audit ~~consisted~~Committee ~~primarily~~ of ~~our~~the ~~net~~Board ~~loss~~ of ~~$37.3~~Directors ~~million,~~the ~~reduced~~responsibility byfor ~~certain~~the ~~non-cash~~oversight ~~items~~of information technology, including ~~depreciation~~cybersecurity ~~and~~risks. ~~amortization~~Members ~~expense~~ of ~~$1.6~~management ~~million,~~assigned ~~non-cash~~with ~~interest~~cybersecurity ofoversight ~~$2.4~~responsibility ~~million,~~and/or ~~change~~third-party inconsultants ~~inventory~~providing ~~reserve~~cyber ofrisk ~~$1.6~~services ~~million,~~brief ~~share-based~~the ~~compensation~~Audit ofCommittee ~~$1.0~~on ~~million,~~cyber ~~impairment~~vulnerabilities ofidentified ~~intangible~~through ~~assets~~the ofrisk ~~$5.4~~management ~~million~~process, ~~and~~emerging ~~goodwill~~threat ~~impairment~~landscape ~~charge~~and ofnew ~~$6.9~~cyber ~~million~~risks, ~~partially~~and ~~offset~~provide byupdates ~~the~~on ~~net~~our ~~change~~processes into ~~operating~~prevent, ~~assets~~detect, and ~~liabilities~~mitigate ofcybersecurity $2incidents.~~0 million.~~

21We face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. We acknowledge that the risk of a cyber incident is prevalent in the current threat landscape and that a future cyber incident may occur in the normal course of our business. We proactively seek to detect and investigate unauthorized attempts and attacks against our IT assets, data, and services, and we work to prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to service delivery; however, potential vulnerabilities to known or unknown threats will remain.

~~Net~~As ~~cash~~of ~~used~~the indate ~~investing~~of ~~activities~~this Annual Report, we are not aware of any cybersecurity threats, and have not experienced any cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition.

~~Net~~For ~~cash~~additional ~~used~~information inconcerning ~~investing~~risks ~~activities~~related into ~~2022~~cybersecurity, ~~and~~see ~~2023~~Item ~~consisted~~1A. ofRisk ~~purchases~~Factors: Security breaches, loss of ~~property~~data and ~~equipment~~other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

~~Net~~Item ~~cash~~2. ~~provided by (used in) financing activities~~Properties

~~Net~~The ~~cash~~Company’s ~~provided~~headquarters bywere ~~financing~~located ~~activities~~at in9717 ~~2023~~Key ofWest ~~$8.4~~Avenue, ~~million~~Suite ~~consisted~~100, ~~primarily~~in ~~of net proceeds from the January 2023 Offering of $6.9 million~~Rockville, ~~the May 2023 Offering of $3.0 million~~Maryland, ~~and~~through the ~~October 2023~~end ~~Warrant Inducement~~ of ~~$2.1~~the ~~million,~~first ~~partially~~quarter ~~offset by payments on debt~~ of $32024.9 ~~million.~~Upon ~~Net~~assignment ~~cash used in financing activities in 2022~~ of ~~$6.7~~the ~~million~~Company’s ~~consisted primarily of payments on debt of $10.8 million~~lease, ~~partially offset by net proceeds from~~ the ~~October 2022~~Company ~~Offering~~operates ~~of $3~~virtually.~~1 million and ATM offerings of $1.0 million.~~

~~Contractual~~Item ~~Commitments~~3. Legal Proceedings

~~OpGen’s~~From ~~subsidiary,~~time ~~Curetis~~to time, ~~has~~we ~~contractual~~may ~~commitments~~be ~~under~~a ~~its~~party ~~2016~~to ~~senior,~~litigation ~~unsecured~~or ~~loan~~subject ~~financing~~to ~~facility~~claims ofincident up to ~~€25.0 million with~~ the ~~European~~ordinary ~~Investment~~course ~~Bank~~of ~~(“EIB”)~~business. ~~Following~~Although the ~~consummation~~results of ~~our~~litigation ~~business~~and ~~combination~~claims ~~with~~cannot ~~Curetis~~be inpredicted ~~April 2020~~with certainty, ~~the~~we ~~Company~~do ~~guaranteed~~not ~~Curetis’~~believe ~~obligations~~we ~~under~~are ~~the~~party ~~loan~~to ~~financing~~any ~~facility.~~claim ~~Curetis~~or ~~drew~~litigation; ~~down three tranches under~~ the ~~facility:~~outcome ~~€10.0~~of ~~million in April 2017~~which, ~~€3.0~~if ~~million~~determined inadversely ~~June 2018~~to us, ~~and~~would ~~€5.0~~individually ~~million~~or in ~~June 2019.~~the ~~The~~aggregate ~~first~~be ~~tranche~~reasonably ~~had,~~expected ~~and~~to ~~second~~have ~~tranche has,~~ a ~~floating~~material ~~interest~~adverse ~~rate~~effect ofon ~~EURIBOR~~our ~~plus 4% payable after each 12-month-period from the draw-down-date and an additional 6% interest per annum that is deferred and payable at maturity together with the principal~~business. ~~The~~Regardless ~~third tranche originally had a 2.1% PPI. Upon maturity~~ of the ~~third tranche~~outcome, ~~the~~litigation ~~EIB~~can ~~would~~ have ~~been entitled to~~ an ~~additional~~adverse ~~payment~~impact ~~that~~on isus ~~equity-linked~~due ~~and equivalent~~ to ~~2.1%~~defense ~~of the then total valuation of Curetis N.V. As part of an amendment between the Company~~ and ~~the~~settlement ~~EIB on July 9~~costs, ~~2020,~~diversion ~~the parties adjusted the PPI percentage applicable to the third EIB tranche~~ of ~~€5.0~~management ~~million,~~resources which was funded in June 2019, from its original 2.1% PPI in Curetis N.V.’s equity value upon maturity to a new 0.3% PPI in OpGen’s equity value upon maturity. This right constitutes an embedded derivative, which is separated and ~~measured~~other ~~at fair value with changes being accounted for through income or loss~~factors.

AsItem ~~of December 31, 2023, the outstanding borrowings under all tranches were €9~~4.8 ~~million~~Mine ~~(approximately~~Safety ~~$10.9 million), including deferred interest payable at maturity of €1.5 million (approximately $1.7 million).~~Disclosures

OnNot ~~May 23, 2022, the Company and the EIB entered into a Waiver and Amendment Letter (the “2022 EIB Amendment”), which amended the EIB loan facility~~applicable. The 2022 EIB Amendment restructured the first tranche of approximately €13.4 million (including accumulated and deferred interest) of the Company’s indebtedness with the EIB. Pursuant to the 2022 EIB Amendment, the Company repaid €5.0 million to the EIB in April 2022. The Company also agreed, among other things, to amortize the remainder of the debt tranche over a twelve-month period beginning in May 2022. As a result, the Company paid twelve monthly installments totaling approximately €8.4 million through April 2023, at which point the first tranche was repaid in full. The 2022 EIB Amendment also provided for the increase of the PPI of the third tranche under the loan facility from 0.3% to 0.75% beginning in June 2024.

On July 4, 2023, the Company entered into a Standstill Agreement, by and among Curetis, as borrower, the Company and Ares Genetics, as guarantors, and the EIB, as lender, relating to that certain Finance Contract, originally dated December 12, 2016, as amended, by and between Curetis and EIB. Pursuant to the Standstill Agreement, the EIB agreed that, with respect to each default or event of default relating to €3 million in principal plus accumulated interest that (i) was due and payable on June 22, 2023 under the Finance Contract and (ii) continues to exist as of the date of the Standstill Agreement, the EIB would not take any action or exercise any right under the Finance Contract, including, but not limited to, any right of acceleration or termination, until the earlier of the entry into a definitive agreement for the restructuring of the second tranche and November 30, 2023. As a condition of entering into such standstill agreement, Curetis paid the EIB a partial payment of interest on the second tranche of €1 million on June 22, 2023. In addition, Curetis agreed to certain undertakings during the standstill period, including the delivery of a rolling cash flow forecast and to cause a third-party restructuring expert to prepare and deliver a restructuring opinion to the EIB. On November 20, 2023, Curetis received a termination notice from the EIB terminating the Standstill Agreement effective as of November 20, 2023. The EIB’s termination notice stated that the termination of the Standstill Agreement was as a result of and in connection with certain defaults of the Standstill Agreement arising from, among other related reasons, Curetis’ and Ares’ entry into insolvency proceedings.18

22PART II

Item On December 4, 2023, the Company received a notice from the EIB stating that Curetis is in default of the Finance Contract as a result of, among other things, Curetis’ failure to repay when due certain outstanding indebtedness under the Finance Contract5. InMarket ~~its~~for notice, the EIB stated that, as of November 16, 2023, the aggregate amount of principal, accrued interest and all other amounts owed by Curetis to the EIB under the Finance Contract was approximately 9.66 million euro and that interest will continue to accrue in accordance with the Finance Contract until all amounts owed are paid in full. Pursuant to that certain Guarantee and Indemnity Agreement, dated July 9, 2020 (the “Guaranty”), between the EIB and the Company, the EIB demanded that the Company, as guarantor, immediately repay the EIB all amounts owed to the EIB under the Finance Contract and reserved all of its other rights and remedies in connection with the Finance Contract. In connection with the CompanyRegistrant’s ~~entry~~Common ~~into the March 2024 Purchase Agreement with David E. Lazar on March 25~~Equity, ~~2024,~~Related ~~the~~Stockholder ~~Company~~Matters ~~entered into settlement agreements with each of the EIB~~ and ~~Curetis~~Issuer ~~and~~Purchases ~~Curetis’ trustee in insolvency, pursuant to which the parties agreed to settle outstanding liabilities amongst the parties. Pursuant to the settlement agreements, following the final closing~~ of ~~the~~Equity transactions contemplated by the March 2024 Purchase Agreement, the Company will pay $2.0 million of the proceeds to settle all outstanding debt of the Company to each of EIB and Curetis. The settlement agreement with the EIB also terminated the Guaranty.Securities

~~Funding~~Market ~~requirements~~Information

~~Going~~Our ~~forward,~~common ~~our~~stock ~~primary~~has ~~use~~been oftrading ~~cash~~on isthe toOTC ~~fund~~Markets ~~operating~~since ~~expenses, including those costs for general administrative and corporate purposes~~August 2024. ~~Our~~Prior ~~future funding requirements will depend on the costs required~~ to ~~comply~~such ~~with~~time, our ~~obligations~~common asstock atraded ~~public~~on ~~company.~~The WeNasdaq ~~cannot~~Capital ~~assure~~Market ~~you~~under ~~that additional financing will not be required in~~ the ~~future~~symbol to“OPGN” ~~support~~since ~~our~~May 5, ~~operations~~2015. WePrior ~~intend~~ to ~~use~~May 5, ~~financing~~2015, ~~opportunities~~there ~~strategically~~was tono ~~continue~~public tomarket ~~strengthen~~for our ~~financial~~common ~~position~~stock.

~~Critical~~Stockholder ~~Accounting Estimates~~Information

~~This~~As ~~Management’s Discussion and Analysis~~ of ~~Financial~~August 20, ~~Condition and Results of Operations is based on our audited consolidated financial statements~~2025, ~~which~~there ~~have~~were ~~been~~approximately ~~prepared~~37 instockholders ~~accordance with GAAP. The preparation~~ of ~~financial~~record ~~statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In~~ our ~~audited~~common ~~consolidated financial statements~~stock, ~~estimates~~which ~~are~~does ~~used for, but~~ not ~~limited~~include ~~to,~~stockholders ~~liquidity~~that ~~assumptions,~~beneficially ~~revenue~~own ~~recognition,~~shares ~~share-based~~held ~~compensation,~~in ~~allowances for doubtful accounts and inventory obsolescence, valuation of derivative financial instruments measured at fair value on~~ a ~~recurring~~“nominee” ~~basis,~~or ~~deferred~~in ~~tax~~“street” ~~assets and liabilities and related valuation allowance, estimated useful lives of long-lived assets, and the recoverability of long-lived assets~~name. ~~Actual results could differ from those estimates.~~

ASales ~~summary~~ of ~~our~~Unregistered significant accounting policies is included in Note 3 of the accompanying audited consolidated financial statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effects of matters that are inherently uncertain.Securities

~~Revenue~~None ~~Recognition~~other than as disclosed in the Company’s Current Reports on Form 8-K.

~~During~~Issuer ~~the~~Purchases ~~years ended December 31, 2022 and 2023, the Company derived revenues from (i) the sale~~ of ~~Unyvero~~Equity Application cartridges, Unyvero Systems, Acuitas AMR Gene Panel test products, and SARS CoV-2 tests, (ii) providing laboratory services, and (iii) providing collaboration services including funded software arrangements, license arrangements, and the FIND NGO collaboration on our Unyvero A30 platform.Securities

The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance obligationNone.

23Item 6. [Reserved]

The Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to our customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.19

~~The~~Item ~~Company~~7. ~~defers~~Management’s ~~incremental~~Discussion ~~costs of obtaining a customer contract~~ and ~~amortizes~~Analysis ~~the~~of ~~deferred~~Financial ~~costs~~Condition ~~over the period that the goods~~ and ~~services~~Results ~~are~~of ~~transferred to the customer. The Company had no material incremental costs to obtain customer contracts in any period presented.~~Operations

~~Deferred~~The ~~revenue~~following ~~results~~Management’s ~~from~~Discussion ~~amounts~~and ~~billed~~Analysis of Financial Condition and Results of Operations should be read in ~~advance~~conjunction with our audited consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report. This discussion contains forward-looking statements, based on current expectations and related to ~~customers~~future orevents ~~cash~~and ~~received~~our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from ~~customers~~those anticipated in ~~advance~~these forward-looking statements as a result of ~~services~~many ~~being~~important ~~provided~~factors, including those set forth in the section titled “Risk Factors” included under Part I, Item 1A of this Annual Report.

~~Valuation of Inventory~~Overview

~~The~~OpGen, Inc. (“OpGen” or the “Company’s”) ~~inventory~~was ~~includes~~incorporated ~~Unyvero~~in ~~system~~Delaware ~~instruments,~~in ~~Unyvero~~2001. ~~cartridges~~In April 2020, ~~reagents~~OpGen ~~and~~completed ~~components~~its ~~for~~business ~~Unyvero~~combination transaction with Curetis N.V., ~~and~~a ~~supplies~~public ~~used~~company ~~for~~with limited liability under the ~~Company’s~~laws ~~laboratory~~of ~~services~~the Netherlands. ~~The~~As ~~Company~~part ~~periodically~~of ~~reviews~~the ~~inventory~~transaction, ~~quantities~~the onCompany ~~hand~~acquired ~~and~~all ~~analyzes~~ the ~~provision~~shares ~~for~~of ~~excess~~Curetis ~~and~~GmbH, ~~obsolete~~a ~~inventory~~private ~~based~~limited ~~primarily~~liability oncompany ~~product~~organized ~~expiration~~under ~~dating~~the ~~and~~laws ~~its~~of ~~estimated~~the ~~sales~~Federal ~~forecast,~~Republic ~~which~~of isGermany ~~based~~(“Curetis”), onand ~~sales~~certain ~~history~~other assets and ~~anticipated~~liabilities ~~future~~of ~~demand.~~Curetis ~~The~~GmbH, ~~Company’s~~including ~~estimates~~all its shares of ~~future~~Ares ~~product~~Genetics ~~demand~~GmbH ~~may~~(“Ares ~~not~~Genetics”). beFrom ~~accurate~~inception through November 2023, ~~and~~the itCompany ~~may~~operated ~~understate~~as ora ~~overstate~~precision medicine company harnessing the ~~provision~~power ~~required~~of ~~for~~molecular ~~excess~~diagnostics and ~~obsolete~~informatics ~~inventory~~to help combat infectious disease. ~~Accordingly~~The Company, ~~any~~along ~~significant~~with ~~unanticipated~~its ~~changes~~subsidiaries, inCuretis ~~demand~~and ~~could~~Ares ~~have~~Genetics, adeveloped ~~significant~~and ~~impact~~commercialized onmolecular ~~the~~microbiology ~~value~~solutions ofhelping ~~the~~to ~~Company’s~~guide ~~inventory~~clinicians ~~and~~with ~~results~~more ofrapid ~~operations.~~and ~~Based~~actionable oninformation ~~the~~about ~~Company’s~~life-threatening ~~assumptions~~infections ~~and~~to ~~estimates,~~improve ~~inventory~~patient ~~reserves~~outcomes ~~for~~and ~~obsolescence,~~decrease ~~expirations,~~the ~~and~~spread ~~slow-moving~~of ~~inventory~~infections ~~were~~caused ~~$1,280,805~~by atmultidrug-resistant ~~December 31~~microorganisms, ~~2023~~or MDROs.

~~Impairment~~In November 2023, the Company implemented certain cash management initiatives, including restructuring its U.S. operations by reducing headcount and scaling down operations at OpGen’s U.S. headquarters to the core functions of ~~Long-Lived~~a ~~Assets~~U.S. Nasdaq listed company, allowing the Company to conserve cash and focus on the functions needed to pursue potential strategic alternatives. In November 2023, Curetis filed a petition for insolvency with the district court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria. The insolvency proceedings of Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively.

~~Property~~The ~~and~~insolvency ~~equipment~~administrators isassumed ~~reviewed~~control ~~for~~over ~~impairment whenever events or changes in circumstances indicate that~~ the ~~carrying amount of an asset may not be recoverable. Recoverability of~~ assets ~~to be held~~ and ~~used~~liabilities ~~is measured by a comparison~~ of ~~the~~Curetis ~~carrying~~and ~~amount~~Ares ofGenetics, anrespectively, ~~asset~~which toeliminated ~~future undiscounted net cash flows expected to be generated by~~ the ~~asset.~~authority ~~Recoverability measurement~~ and ~~estimating~~power of ~~undiscounted cash flows is done at~~ the ~~lowest~~Company ~~possible~~and ~~level~~its ~~for~~officers ~~which we can identify assets. If such assets are considered~~ to beact ~~impaired,~~on ~~impairment~~behalf isof ~~recognized as~~ the ~~amount~~subsidiaries. byThe ~~which~~loss ~~the carrying amount~~ of ~~assets~~control ~~exceeds~~required ~~the~~that ~~fair value of~~ the ~~assets.~~Company ~~During~~no ~~the~~longer ~~year~~include ~~ended~~Curetis ~~December 31,~~and ~~2023,~~Ares ~~the~~Genetics ~~Company~~in ~~determined that~~ its ~~operating~~consolidated ~~right-of-use~~financial ~~lease~~statements ~~asset~~and ~~for~~consequently ~~its~~the ~~Rockville,~~subsidiaries MDwere ~~office~~deconsolidated ~~was~~from ~~impaired due to~~ the Company’s ~~inability~~consolidated ~~to support the lease given its~~ financial ~~position~~statements. As apart ~~result,~~of the ~~Company~~insolvency ~~recorded~~proceedings, ~~an impairment charge~~ in ~~the amount of $849,243. In addition, for the year ended December~~April 312024, ~~2023,~~all ~~the~~of ~~Company~~Curetis’ ~~determined~~assets ~~that~~were ~~its~~sold ~~property~~to ~~and~~Camtech ~~equipment,~~Pte ~~including leasehold improvements and computer and networking equipment~~Ltd., ata ~~its~~Singaporean ~~Rockville,~~family MD office ~~was impaired~~(“Camtech”). Asand aall ~~result,~~of ~~the~~Ares ~~Company~~Genetics’ ~~recorded~~assets anwere ~~impairment~~sold ~~charge~~to inbioMerieux ~~the amount of $1,231,874~~S.A.

~~Finite-lived~~In ~~intangible assets include trademarks~~March 2024, ~~developed~~the ~~technology,~~Company ~~software~~entered ~~and~~into ~~customer~~a ~~relationships.~~securities Ifpurchase ~~any~~agreement ~~indicators~~(the ~~were~~“March 2024 ~~present,~~Purchase ~~the~~Agreement”) ~~Company~~with ~~would~~David ~~test~~E. ~~for~~Lazar, ~~recoverability~~pursuant byto ~~comparing~~which the ~~carrying~~Company ~~amount~~agreed ofto ~~the~~sell ~~asset~~3,000,000 toshares ~~the~~of ~~net~~Series ~~undiscounted~~E ~~cash~~Convertible ~~flows~~Preferred ~~expected~~Stock to(“Series beE ~~generated~~Preferred ~~from~~Stock”) ~~the~~to ~~asset~~Mr. Lazar Ifat ~~those~~a ~~net~~price ~~undiscounted~~of ~~cash~~$1.00 ~~flows~~per doshare ~~not~~for ~~exceed~~aggregate ~~the~~gross ~~carrying~~proceeds ~~amount~~of (i$3.e0 million., ~~the~~In ~~asset~~connection iswith ~~not recoverable),~~ the ~~Company~~transactions ~~would~~contemplated ~~perform~~by the ~~next~~March 2024 ~~step~~Purchase Agreement, ~~which is to determine~~ the ~~fair~~members ~~value~~ of the ~~asset~~Board ~~and~~of ~~record an impairment loss~~Directors, ifprior ~~any.~~to ~~All~~ the ~~Company’s~~closing ~~finite-lived~~of ~~intangible~~such ~~assets~~transactions, ~~with~~resigned ~~net~~and ~~balances~~a ~~were~~new ~~held~~Board byof ~~Curetis~~Directors ~~and~~was ~~Ares~~appointed, ~~Genetics.~~of Aswhich aMr. Lazar ~~result~~was ofappointed ~~the~~Chairman. ~~insolvency~~Furthermore, ~~filings~~in ~~for~~April 2024, ~~Curetis~~the ~~and~~Company ~~Ares~~entered ~~Genetics~~into ~~and~~an ~~the~~employment ~~associated~~agreement ~~deconsolidation~~with ofDavid ~~all~~E. ~~balance~~Lazar, ~~sheet~~pursuant ~~balances related~~ to ~~these~~which ~~entities,~~ the Company ~~does~~engaged ~~not~~Mr. Lazar ~~have~~to ~~any~~act ~~finite-lived~~as ~~intangible~~its ~~asset~~Chief ~~balances~~Executive asOfficer ~~of December 31, 2023~~(“CEO”).

~~Acquired~~ In~~-Process~~ ~~Research~~July 2024, &Mr. Lazar ~~Development~~consummated ~~(IPR&D)~~a ~~represents~~transaction ~~the~~pursuant ~~fair value assigned~~ to ~~those research and development projects that were acquired in a business combination for~~ which ~~the~~he ~~related~~sold ~~products~~550,000 ~~have~~shares ~~not~~of ~~received~~Series ~~regulatory~~E ~~approval~~Preferred ~~and~~Stock ~~have~~together nowith ~~alternative~~his ~~future~~rights ~~use.~~to ~~IPR&D~~purchase isthe ~~capitalized~~additional at2,450,000 ~~its~~shares ~~fair~~of ~~value~~Series asE anPreferred ~~indefinite-lived~~Stock ~~intangible~~under ~~asset,~~the ~~and~~March 2024 ~~any~~Purchase ~~development~~Agreement ~~costs~~to ~~incurred~~AEI ~~after~~Capital ~~the acquisition are expensed as incurred~~Ltd. ~~Upon~~In ~~achieving~~conjunction ~~regulatory~~with ~~approval or commercial viability for~~ the ~~related product~~transaction, ~~the~~Mr. Lazar ~~indefinite-lived~~resigned ~~intangible asset is accounted for~~ as aCEO, ~~finite-lived~~Chairman ~~asset~~ and isDirector ~~amortized~~of ~~on a straight-line basis over~~ the ~~estimated~~Company, ~~useful~~effective ~~life.~~August 2, If2024, ~~the~~but ~~project~~he iscurrently ~~not~~maintains ~~completed~~a orrole isas ~~terminated~~President. ~~or abandoned~~Subsequently, ~~the~~AEI ~~Company~~Capital ~~may~~Ltd. ~~have~~paid ~~an impairment related to~~ the ~~IPR&D~~Company ~~which is charged to expense~~$2.45 ~~Indefinite-lived~~million ~~intangible~~in ~~assets~~August 2024 ~~are~~in ~~tested~~exchange for ~~impairment annually and whenever events or changes in circumstances indicate that~~ the ~~carrying~~remaining ~~amount~~2,450,000 ~~may~~shares beof ~~impaired.~~Series ~~Impairment~~E isPreferred ~~calculated~~Stock asunder the ~~excess~~terms of the ~~asset’s~~March 2024 ~~carrying~~Purchase ~~value over its fair value~~Agreement. ~~During~~All ~~the~~3,000,000 ~~Company’s~~shares ~~annual~~of ~~impairment~~Series ~~test~~E ~~for~~Preferred ~~its~~Stock ~~IPR&D~~were ~~intangible~~subsequently ~~asset~~converted ininto ~~2022~~7,200,000 itshares ~~was~~of ~~determined that~~ the ~~infinite-lived intangible asset was impaired because although the~~ Company’s ~~had~~common anstock ~~ongoing~~in ~~collaboration~~August 2024. ~~utilizing~~As ~~the~~of ~~intangible~~September 30, ~~asset~~2024, ~~the~~no ~~contracted~~shares ~~cash~~of ~~flow~~Series ~~associated~~E ~~with~~Preferred ~~this~~Stock ~~collaboration~~remain ~~and~~outstanding. ~~projected~~Upon ~~future~~conversion, ~~cash~~such ~~flows~~shares ~~did~~of ~~not~~Series ~~support~~E ~~the~~Preferred ~~carrying~~Stock ~~amount.~~resumed Asthe astatus ~~result,~~of ~~the~~authorized ~~Company~~but ~~recorded~~unissued anshares ~~impairment~~of ~~charge~~undesignated inpreferred ~~the~~stock ~~amount~~ of ~~$5,407,699 for~~ the ~~year ended December 31, 2022~~Company.

2420

~~Goodwill~~Under ~~represented~~ the ~~excess~~direction of ~~the~~AEI ~~purchase~~Capital ~~price paid when the Company acquired AdvanDx, Inc~~Ltd. ~~in July 2015 and Curetis in April 2020~~, ~~over~~ the ~~fair~~Company ~~values~~has ofcontinued ~~the~~scaling ~~acquired~~down ~~tangible~~legacy ~~or intangible assets and assumed liabilities~~operations. The Company ~~conducts~~has anrepositioned ~~impairment~~itself ~~test of goodwill on an annual basis as of December 31 of each year~~ and ~~will~~established ~~also~~a ~~conduct~~wholly-owned ~~tests if events occur or circumstances change that would~~subsidiary, ~~more~~CapForce ~~likely~~International ~~than~~Holdings ~~not, reduce the Company’s fair value below its net equity value~~Ltd. ~~As circumstances changed during the year ended December 31~~(“CapForce”), ~~2022,~~which ~~that~~has ~~would,~~launched ~~more~~a ~~likely~~new ~~than~~business ~~not,~~offering ~~reduce~~listing ~~the~~sponsorship ~~Company’s fair value below its net equity value, the Company performed qualitative~~ and ~~quantitative~~consultancy ~~analyses,~~services ~~assessing~~to ~~trends~~international incompanies ~~market~~seeking ~~capitalization,~~to ~~current~~list ~~and~~their ~~future~~securities ~~cash flows, revenue growth rates, and the impact of global unrest and the COVID-19 pandemic~~ on ~~the~~securities ~~Company and its performance~~exchanges. ~~Based on the analysis performed~~Additionally, ~~and~~CapForce ~~primarily~~contemplates ~~due~~entering ~~to changes in~~ the ~~Company’s~~financial ~~stock~~technology ~~price~~industry ~~and~~supporting ~~market~~digital ~~capitalization~~investment inbanking ~~the~~activities, ~~third~~cross ~~quarter~~border ofsecurities ~~2022~~trading, itadvanced ~~was~~computational ~~determined~~model-enabled ~~that~~investment ~~goodwill~~banking ~~was impaired. As a result~~advisory, ~~the~~asset ~~Company~~management ~~recorded a goodwill impairment charge in the full amount of $6~~services,~~940,549~~ ~~for~~and ~~the~~FinTech-enabled ~~year~~capital ~~ended~~table ~~December 31, 2022~~management.

~~Share~~On January 5, 2023 and May 20, 2024, the Company effected 1-~~Based~~for-20 ~~Compensation~~and 1-for-10 reverse stock splits of its issued and outstanding shares of common stock, respectively. All share amounts and per share prices in this Annual Report have been adjusted to reflect the reverse stock splits.

~~Share-based~~Financing payments to employees, directors and consultants are recognized at fair value. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. The estimated fair value of equity instruments issued to non-employees is recorded at fair value on the earlier of the performance commitment date or the date the services required are completed.Transactions

~~For~~Since ~~all time-vesting awards granted~~inception, ~~expense is amortized using~~ the ~~straight-line~~Company ~~attribution~~has ~~method.~~incurred ~~For~~significant ~~awards~~losses ~~that~~from ~~contain~~operations aand ~~performance~~negative ~~condition,~~operating ~~expense~~cash ~~is amortized using the accelerated attribution method~~flows. ~~Share-based~~Historically, ~~compensation expense recognized is based on~~ the ~~value~~Company ofhas ~~the~~funded ~~portion~~its ofoperations ~~stock-based~~primarily ~~awards~~through ~~that~~external isinvestor ~~ultimately~~financing ~~expected~~arrangements toand ~~vest~~strategic ~~during~~actions ~~the~~taken ~~period.~~by ~~The fair value of share-based payments is estimated, on~~ the ~~date of grant~~Company, ~~using~~but ~~the~~going ~~Black-Scholes model. Option valuation models~~forward, ~~including~~ the ~~Black-Scholes~~Company ~~model,~~anticipates ~~require~~funding ~~the~~its ~~input~~operations ofprimarily ~~highly~~through ~~subjective~~financing ~~estimates~~arrangements ~~and~~with ~~assumptions,~~AEI ~~and~~Capital ~~changes in those estimates and assumptions can materially affect the grant-date fair value of an award~~Ltd. ~~These~~The ~~assumptions~~following ~~include~~financing ~~the~~transactions ~~fair~~took ~~value~~place ofduring ~~the~~2023 ~~underlying~~ and ~~the expected life of the award.~~2024:

~~See~~● ~~additional~~In ~~discussion~~January of2023, we closed a best-efforts public offering for the ~~use~~purchase of ~~estimates~~(i) ~~relating~~32,121 shares of common stock, (ii) pre-funded warrants to ~~share~~purchase up to an aggregate of 226,500 shares of common stock, (iii) Series A-~~based~~1 ~~compensation~~common warrants to purchase an aggregate of 258,621 shares of common stock, and a(iv) ~~discussion~~Series ofA-2 ~~management’s~~common ~~methodology~~warrants ~~for~~to ~~developing~~purchase ~~each~~an aggregate of ~~the~~258,621 ~~assumptions~~shares ~~used~~of incommon ~~such~~stock. ~~estimates,~~The inoffering ~~Note~~raised 3aggregate gross proceeds of approximately $7.5 million before deducting the ~~accompanying~~placement ~~consolidated~~agent’s ~~financial~~fees ~~statements~~and the offering expenses, and net proceeds of approximately $6.9 million.

~~Recent~~● ~~Accounting~~In ~~Pronouncements~~May 2023, we closed a best-efforts public offering for the purchase of (i) 60,500 shares of the Company’s common stock, par value $0.01 per share, (ii) pre-funded warrants to purchase up to an aggregate of 389,083 shares of common stock, and (iii) common warrants to purchase up to an aggregate of 449,583 shares of common stock. The offering raised aggregate gross proceeds of approximately $3.5 million and net proceeds of approximately $3.0 million.

We● ~~have~~In ~~reviewed~~October ~~all~~2023, ~~recently~~Curetis ~~issued~~received ~~standards~~a ~~and~~payment ~~have~~of ~~determined~~€0.75 ~~that,~~million ~~other~~related ~~than~~to asthe ~~disclosed~~sale inof ~~Note~~certain 3Unyvero ofA50 ~~our~~systems ~~consolidated~~by ~~financial~~Curetis ~~statements~~to ~~appearing~~a ~~elsewhere~~strategic inpartner. ~~this~~Such ~~filing,~~purchase ~~such~~of ~~standards~~systems ~~will~~and ~~not~~payment ~~have~~was made in connection with the negotiation of a ~~material~~potential ~~impact~~strategic ontransaction ~~our~~involving ~~consolidated~~Curetis ~~financial~~and ~~statements~~the orCompany’s dosubsidiary, ~~not~~Ares ~~otherwise~~Genetics, ~~apply~~with tosuch ~~our~~strategic ~~operations~~partner; however, the potential strategic transaction was unsuccessful.

~~Off-Balance~~● ~~Sheet~~In ~~Arrangements~~October 2023, we entered into a Preferred Stock Purchase Agreement with a single investor for 1,000 shares of the Company’s Series D Preferred Stock, par value $0.01 per share, where each share of preferred stock was agreed to sell at a price of $1,000 per share for aggregate gross proceeds of $1.0 million before deducting offering expenses. The investor funded $250,000 of the expected aggregate gross proceeds of $1.0 million before deducting offering expenses in November 2023. In December 2023, in coordination with the investor, the Company issued 250 shares of Series D Preferred Stock to the investor in consideration for the partial payment. As of December 31, 2024, all 250 Series D Preferred Shares remain outstanding and the remaining $750,000 of the purchase price remains unpaid. The private placement was conducted in connection with the negotiation of a potential strategic transaction involving the Company and the investor. The Company’s discussions with this investor have ceased.

As● In October 2023, we entered into a warrant inducement agreement with a holder of certain existing warrants to purchase shares of common stock, par value $0.01 per share, of the Company. Pursuant to the Inducement Agreement, the holder agreed to exercise for cash their existing warrants to purchase up to 1,089,274 shares of the Company’s common stock at an exercise price of $7.785 per share, the exercise price per share of the existing warrants, during the period from the date of the Inducement Agreement until 7:30 a.m., Eastern Time, on October 26, 2023; however, on October 26, 2023, and subsequently on February 7, 2024, the Company and the holder agreed to initially extend the offer period through December 31, 2023, and ~~2022~~later through April 30, 2024. In October 2023, the holder exercised 200,000 shares of Common Stock under the existing warrants pursuant to the Inducement Agreement for aggregate gross proceeds to the Company of $2.057 million before deducting financial advisory fees and other expenses payable by the Company. The holder did not ~~have~~exercise any ~~off-balance~~additional ~~sheet~~Existing ~~arrangements~~Warrants prior to the termination of the April 30, 2024 extended offer period.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~21

As● In November 2023, Curetis filed a ~~smaller~~petition ~~reporting~~for ~~company~~insolvency with the district court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria, Reference Number 38 S 175/23x. The insolvency proceedings of Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively. The insolvency administrators assumed control over the assets and liabilities of Curetis and Ares Genetics, respectively, which eliminated the authority and power of the Company isand ~~not~~its ~~required~~officers to ~~provide~~act on behalf of the ~~information~~subsidiaries. ~~required~~The byGerman ~~this~~and ~~Item~~Austrian insolvency administrators both successfully completed asset sales of the assets of Curetis and Ares Genetics, but the Company does not anticipate receiving any proceeds from such sales as the proceeds will be allocated amongst each entity’s creditors.

~~Item~~● 8In March 2024, we entered into a securities purchase agreement with David E. ~~Financial~~Lazar, ~~Statements~~pursuant to which we agreed to sell 3,000,000 shares of Series E Convertible Preferred Stock to Mr. Lazar at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. In March 2024, Mr. Lazar paid $200,000 at the initial closing in exchange for 200,000 shares of Series E Preferred Stock. Mr. Lazar subsequently paid $350,000 in exchange for an additional 350,000 shares of Series E Preferred Stock in April 2024. In July 2024, Mr. Lazar consummated a transaction pursuant to which he sold 550,000 shares of Series E Preferred Stock together with his rights to purchase the additional 2,450,000 shares of Series E Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd. Subsequently, AEI Capital Ltd. paid the Company $2.45 million in August 2024 in exchange for the remaining 2,450,000 shares of Series E Preferred Stock under the terms of the March 2024 Purchase Agreement.

~~The~~● In August 2024, we entered into a securities purchase agreement (the “August 2024 Securities Purchase Agreement”) with AEI Capital Ltd., pursuant to which we have the right, in our discretion, to sell to AEI Capital Ltd., at any time prior to September 30, 2024, shares of common stock, par value $0.01 per share, of the Company’s ~~consolidated~~having ~~financial~~an ~~statements~~aggregate ~~and~~value of up to $3.0 million. As of September 30, 2024, the ~~report~~Company sold 1,079,109 shares of ~~our~~common ~~independent~~stock ~~registered~~to ~~public~~AEI ~~accounting~~Capital ~~firm~~Ltd. ~~are~~for ~~included~~gross inproceeds ~~this~~of ~~Annual~~$2.0 ~~Report~~million asbefore ~~indicated~~deducting inoffering ~~Part~~expenses. IVIn October 2024, ~~Item~~we 15entered into a First Amendment (the “Amendment”) to the securities purchase agreement with AEI Capital Ltd. whereby we were: (1) granted the right to sell two additional tranches of common stock to AEI Capital Ltd. of $3.0 million each, for an aggregate amount of $9.0 million under the securities purchase agreement; and (2) our ability to sell shares of common stock to AEI Capital Ltd. under the securities purchase agreement was extended until December 31, 2025.

~~Item 9. Changes in and Disagreements with Accountants on Accounting and~~ Financial ~~Disclosure~~Overview

~~None.~~Revenue

25Prior to the repositioning of our business, we generated product revenues from sales of our products, including through our distribution partners, such as our Unyvero instruments and consumables. We also generated revenue from sales by Ares Genetics of its AI-powered prediction models and solutions. Revenues generated from our laboratory services related to services that we and our subsidiaries provided to customers. Lastly, our collaboration revenues consisted of revenue received from research and development collaborations that we entered into with third parties, such as our collaboration agreement with FIND. Following the acquisition of a controlling interest in the Company by AEI Capital Ltd. and the establishment of CapForce as OpGen’s wholly-owned subsidiary, we generate revenues from CapForce’s listing sponsorship and consulting services, and we anticipate generating revenues from CapForce’s other business ventures including cross-border securities trading, advanced computational model-enabled investment banking advisory and asset management services, and FinTech-enabled capital table management solutions via CapForce’s next generation global digital investment banking platform.

~~Item~~Cost ~~9A.~~of ~~Controls~~Products, Cost of Services, and ~~Procedures~~Operating Expenses

~~Evaluation~~Prior to the repositioning of ~~Disclosure~~our ~~Controls~~business, our cost of products consisted of product and ~~Procedures~~inventory costs, including materials costs and overhead, and other costs related to the recognition of revenue. Cost of services relates to the material and labor costs associated with providing our services. Research and development expenses consist primarily of expenses incurred in connection with our clinical and pre-clinical research activities. Selling, general and administrative expenses consist of public company costs, salaries, and related costs for administrative, sales, and business development personnel. Following the acquisition of a controlling interest in the Company by AEI Capital Ltd. and the establishment of CapForce as OpGen’s wholly-owned subsidiary, the Company’s cost of sales will primarily be subcontractor and advisor fees and technology infrastructure costs associated with providing our services. Research and development expenses consist of fees to expand and innovate the digital investment banking platform, and selling, general, and administrative expenses continue to consist of public company costs, salaries, and related costs for administrative and business development purposes.

The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding disclosure. Based on their evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023.22

~~Changes~~Results inof ~~Internal~~Operations ~~Control~~for ~~over~~the ~~Financial~~Years ~~Reporting~~Ended December 31, 2024 and 2023

For the year ended December 31, 2023, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.Revenues

Management’s Annual Report on Internal Control over Financial Reporting

	Years ended December 31,
	2024		2023
Revenue
Product sales	$	169,373	$	2,400,053
Laboratory services		26,776		153,719
Listing sponsorship services		5,000,000		-
Collaboration revenue		-		864,548
Total revenue	$	5,196,149	$	3,418,320

The Company’s ~~management~~total isrevenue ~~responsible~~ for ~~establishing~~the ~~and~~year ~~maintaining~~ended ~~adequate internal control over financial reporting (as defined in Rules~~December ~~13a-15(f)~~31, ~~and~~2024 ~~15d-15(f)~~increased ~~under the Exchange Act)~~$1.8 ~~The~~million Company’s internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or ~~detect misstatements~~52%. ~~Also,~~This ~~projections~~increase ofis ~~any~~primarily ~~evaluation~~attributable ~~of effectiveness~~ to ~~future periods are subject to~~ the ~~risk~~recognition ~~that~~of ~~controls~~listing ~~may~~sponsorship ~~become~~services ~~inadequate~~revenues ~~because of changes~~ in ~~conditions~~2024, orpartially ~~that~~offset ~~the~~by ~~degree~~a ofdecrease ~~compliance~~in ~~with~~product ~~the~~sales, ~~policies~~laboratory ~~or procedures may deteriorate. Under the supervision and with the participation of management~~services, ~~including the then-appointed Company’s Chief Executive Officer~~ and ~~Chief~~collaboration ~~Financial~~revenues ~~Officer,~~as the Company ~~assessed~~scaled ~~the~~down ~~effectiveness~~its oflegacy ~~internal control over financial reporting as of December 31, 2023~~operations. InThe ~~making~~breakdown ~~this assessment, management used the criteria set forth by the Committee~~ of ~~Sponsoring~~total ~~Organizations~~revenues ofis ~~the~~as ~~Treadway Commission (“COSO”) in its statement “Internal Control-Integrated Framework (2013).”~~follows:

~~Based~~● onProduct ~~this~~Sales: ~~assessment,~~the ~~management~~decrease ~~has~~of ~~concluded~~approximately ~~that,~~93% asduring ofthe year ended December 31, ~~2023,~~2024 ~~internal~~compared ~~control~~to ~~over~~the ~~financial~~same ~~reporting~~period in 2023 is ~~effective~~primarily ~~based~~attributable onto ~~these~~the ~~criteria.~~exclusion of Curetis’ and Ares Genetics’ product sales in the 2024 period following their insolvency filings in November 2023 as well as the scaling down of legacy operations at the Company in connection with the Company repositioning its business;

~~This~~● ~~Annual~~Laboratory ~~Report~~Services: ~~does~~the ~~not~~decrease ~~include~~of anapproximately ~~attestation~~83% ~~report~~during of the ~~Company’s~~year ~~independent~~ended ~~registered~~December ~~public~~31, ~~accounting~~2024 ~~firm~~compared ~~regarding~~to ~~internal~~the ~~control~~same ~~over~~period ~~financial~~in ~~reporting.~~2023 ~~Management’s~~is ~~report~~primarily ~~was~~attributable ~~not subject~~ to ~~attestation~~the bydiscontinuance ~~the~~of ~~Company~~Ares Genetics’s ~~independent~~related ~~registered~~products ~~public~~and ~~accounting~~services ~~firm~~during ~~pursuant~~the first quarter of 2024 due to the ~~rules~~sale of the ~~SEC~~Ares ~~that~~Genetics ~~permit~~assets ~~the Company~~ to ~~provide~~a ~~only~~strategic ~~management’s~~acquiror ~~report~~by inits ~~this~~insolvency ~~Annual~~administrator ~~Report.~~in Austria;

~~Item~~● ~~9B.~~Listing ~~Other~~Sponsorship ~~Information~~Service: the increase of 100% during the year ended December 31, 2024 compared to the same period in 2023 is due to the listing sponsorship and consulting services performed by CapForce in the fourth quarter of 2024, when CapForce commenced this new business line; and

~~None~~● Collaboration Revenue: the decrease of 100% during the year ended December 31, 2024 compared to the same period in 2023 is due to the Company no longer receiving revenues under the collaboration agreement with FIND as a result of the deconsolidation following Curetis’ insolvency filing in 2023.

~~Item~~Operating ~~9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~expenses

Not applicable.

	Years Ended December 31,
	2024		2023
Cost of products sold	$	31,636	$	3,084,075
Cost of services		1,575		424,939
Research and development		48,820		4,732,851
General and administrative		4,542,025		8,081,664
Sales and marketing		172,238		2,783,268
Loss on deconsolidation of subsidiaries		75,138		12,979,061
Impairment of right-of-use asset		-		849,243
Impairment of property and equipment		-		1,231,874
Total operating expenses	$	4,871,432	$	34,166,975

2623

~~PART~~The ~~III~~Company’s total operating expenses for the year ended December 31, 2024 decreased 86%, from $34.2 million to $4.9 million, when compared to the same period in 2023. This decrease is primarily attributable to:

~~Item~~● 10Cost of products sold: cost of products sold for the year ended December 31, 2024 decreased 99% when compared to the same period in 2023. ~~Directors~~The decrease in cost of products sold aligns with the decrease in the Company’s legacy, ~~Executive~~lower ~~Officers~~margin ~~and~~product ~~Corporate~~sales ~~Governance~~business during 2024;

~~Our~~● ~~executive~~Cost ~~officers~~of ~~are~~services: ~~appointed~~cost byof ~~the~~services ~~Board~~for ~~and~~the ~~serve~~year ~~until~~ended ~~their~~December ~~successors~~31, ~~have~~2024 ~~been~~decreased ~~elected~~100% ~~and~~when ~~qualified~~compared orto ~~until~~the ~~their~~same ~~earlier~~period ~~resignation~~in or2023. ~~removal~~The bydecrease ~~the~~in ~~Board.~~cost ~~There~~of ~~are~~services noaligns ~~family~~with ~~relationships~~the ~~among~~decrease ~~any~~in oflaboratory ~~the~~services ~~directors~~ and ~~executive~~collaboration ~~officers~~revenue ofduring ~~the~~2024, ~~Company.~~which ~~Incumbent~~is ~~directors~~due ~~are~~to ~~elected~~the tosale ~~serve~~of ~~until~~Ares ~~our~~Genetics’ ~~next~~business ~~annual~~in ~~meeting~~the ~~and~~first ~~until~~quarter ~~each~~of ~~director’s~~2024 ~~successor~~as ispart ~~duly~~of ~~elected~~Ares ~~and~~Genetics’ ~~qualified.~~insolvency Noproceedings ~~director~~and orthe ~~executive~~Company ~~officer~~no ~~has~~longer ~~been~~collaborating ~~involved~~with inFIND ~~any~~as ~~legal~~a ~~proceeding~~result ~~during~~of the ~~past~~deconsolidation ~~ten~~following ~~years~~Ares ~~that~~Genetics’ isand ~~material~~Curetis’ toinsolvency anfilings ~~evaluation~~in ~~of his ability or integrity.~~2023;

~~The~~● ~~following~~Research ~~table~~and ~~sets~~development, ~~forth~~general ~~information~~and ~~regarding~~administrative, and sales and marketing: research and development, general and administrative, and sales and marketing expenses decreased approximately 99%, 44%, and 94%, respectively, for the year ended December 31, 2024 compared to the same period in 2023. The decreases are primarily attributable to the Company’s ~~directors~~no longer including expenses related to Curetis and ~~officers~~Ares Genetics in the consolidated figures as a result of the ~~date~~deconsolidation ~~hereof.~~following their insolvency filings in November 2023, and the scaling down of legacy operations at the Company in connection with the Company repositioning its business;

Name	Age	Positions
David Lazar	33	Chairman of the Board and Chief Executive Officer
Avraham Ben-Tzvi	53	Director
Matthew McMurdo	52	Director
David Natan	70	Director

●

Loss on deconsolidation of subsidiaries: loss on deconsolidation of subsidiaries for the year ended December 31, 2024 decreased 99% when compared to the same period in 2023 as the deconsolidation of the Company’s Colombia and Denmark subsidiaries in 2024 was much less significant than the losses incurred by the Company associated with the insolvency filings of Curetis and Ares Genetics in November 2023;

~~David~~● E.Impairment ~~Lazar~~of ~~has~~right-of-use ~~served~~asset: asimpairment ~~the~~of ~~Chief Executive Officer~~ right-of-use ~~Titan~~asset ~~Pharmaceuticals~~for ~~Inc. listed on~~ the ~~Nasdaq~~year ~~(TTNP)~~ended ~~since~~December ~~August 2022~~31, ~~where he also served as a director and board chairman from August 2022 until October~~ 2023. Onrepresents ~~December 28, 2023, Mr. Lazar was appointed Chief Executive Officer and to~~ the ~~Board~~impairment of ~~Directors~~the ofCompany’s ~~Minim, Inc. (NASDAQ: MINM). Mr. Lazar has successfully served as a custodian to numerous public companies across a wide range~~ right-of-use ~~industries,~~lease ~~including~~asset ~~without~~at ~~limitation,~~its ~~C2E Energy~~Rockville, ~~Inc.~~MD ~~(OTCMKTS:~~office; OOGI), China Botanic Pharmaceutical Inc. (OTCMKTS: CBPI), One 4 Art Ltd., Romulus Corp., Moveix, Inc., Arax Holdings Corp. (OTCMKTS: ARAT), ESP Resources, Inc. (OTCMKTS: ESPIQ), Adorbs, Inc., Exobox Technologies Corp. (OTCMKTS: EXBX), Petrone Worldwide, Inc. (OTCMKTS: PFWIQ), Superbox, Inc. (OTCMKTS: SBOX), Sino Green Land Corp. (OTCMKTS: SGLA), SIPP International Industries, Inc. (OTCMKTS: SIPN), Cereplast, Inc. (OTCMKTS: CERPQ), Energy 1 Corp. (OTCMKTS: EGOC), ForU Holdings, Inc. (OTCMKTS: FORU), China Yanyuan Yuhui National Education Group, Inc. (OTCMKTS: YYYH), Pan Global Corp. (OTCMKTS: PGLO), Shengtang International, Inc. (OTCMKTS: SHNL), Alternaturals, Inc. (OTCMKTS: ANAS), USA Recycling Industries, Inc. (OTCMKTS: USRI), Tele Group Corp., Xenoics Holdings, Inc. (OTCMKTS: XNNHQ), Richland Resources International Group, Inc. (OTCMKTS: RIGG), AI Technology Group, Inc., Reliance Global Group, Inc. (NASDAQ: RELI), Melt, Inc., Ketdarina Corp., 3D MarkerJet, Inc. (OTCMKTS: MRJT), Lvpai Group Ltd., Gushen, Inc., FHT Future Technology Ltd., Inspired Builders, Inc., Houmu Holdings Ltd. (OTCMKTS: HOMU), Born, Inc. (OTCMKTS: BRRN), Changsheng International Group Ltd., Sollensys Corp. (OTCMKTS: SOLS), Guozi Zhongyu Capital Holdings Co. (OTCMKTS: GZCC) and Cang Bao Tian Xia International Art Trade Center, Inc. Mr. Lazar currently serves as an Advisor to PROMAX Investments LLC, a position he has held since July 2022, and as an Ambassador at Large for the Arab African Council for Integration and Development, since March 2022.

~~Avraham~~● ~~Ben-Tzvi~~Impairment ~~is the founder~~ of ~~ABZ~~property ~~Law Office, a boutique Israeli law firm specializing in corporate & securities laws, commercial law & contracts,~~ and ~~various~~equipment: ~~civil~~impairment law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of ~~Purple~~property ~~Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion~~ and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment ~~company,~~for from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the USyear ~~and~~ended onDecember ~~various SEC related filings. Prior to becoming a lawyer~~31, Mr. Ben-Tzvi worked in several business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Since December 2023, ~~Mr. Ben-Tzvi has~~represents ~~been serving as a member of~~ the ~~Board~~impairment of ~~Directors of Minim, Inc. (NASDAQ: MINM), a company which delivers smart software-driven communications products under~~ the globally recognized Motorola brand and Minim® trademark. Since August 2022, Mr. Ben-Tzvi has been serving as a member of the Board of Directors of Titan Pharmaceuticals, Inc. (NASDAQ: TTNP), a pharmaceutical company, where he is also Chair of the Nominating Committee. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association, and he is also licensed as a Notary by the Israeli Ministry of Justice. Based on Mr. Ben-TzviCompany’s ~~extensive~~property ~~legal experience~~ and ~~knowledge~~equipment inat ~~the~~its ~~fields of civil-commercial law and corporate and securities law~~Rockville, ~~and~~MD ~~his previous public company and commercial business experience, our Board believes that Mr~~office. ~~Ben-Tzvi has the appropriate set of skills to serve as a member of the Board.~~

27Other income (expense)

David Natan currently serves as President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public and private companies in a variety of industries, since 2007. From February 2010 to May 2020, Mr. Natan served as Chief Executive Officer of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on the solar industry and LED lighting products. From February 2002 to November 2007, Mr. Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc., a manufacturer and marketer of oil analysis instruments and speakers and speaker components. Prior to that, Mr. Natan served in various roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm. Mr. Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of NetBrands Inc. f/k/a Global Diversified Marketing Group, Inc. (OTCMKTS: NBND), a manufacturer, marketer and distributor of food and snack products, since February 2021 and serves as a member of the Board of Directors and Chair of the Audit Committee of Sunshine Biopharma, Inc. (NASDAQ: SBFM), a pharmaceutical and nutritional supplement company, since February 2022. Additionally in November 2023, Mr. Natan was appointed to the Board of Directors and Audit Committee Chair of Minim, Inc. (NASDAQ: MINM). In December 2022, Mr. Natan was appointed to the Board of Directors and Audit Committee Chair of Vivakor Inc. (NASDAQ: VIVK) and served until December 2023. Previously, Mr. Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020, and as a member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001. Mr. Natan holds a B.A. in Economics from Boston University. Based on Mr. Natan’s extensive experience, our Board believes that Mr. Natan has the appropriate set of skills to serve as a member of the Board.

	Years Ended December 31,
	2024			2023
Interest and other income	$	371,444		$	142,488
Interest expense		(7,555	)		(1,838,933	)
Gain on extinguishment of debt		9,738,487			-
Gain on impairment adjustment		2,079,575			-
Gain on settlement of compensation expenses		570,785			-
Change in fair value of EIB loan guaranty		(908,586	)		-
Foreign currency transaction gains (losses)		575			(289,306	)
Change in fair value of derivative financial instruments		-			65,876
Total other income (expense)	$	11,844,725		$	(1,919,875	)

~~Matthew~~The C.Company’s ~~McMurdo~~increase ~~has~~in ~~served~~total asother ~~Managing~~income ~~Member~~for ofthe ~~McMurdo~~year ~~Law~~ended ~~Group~~December 31, ~~LLC,~~2024 acompared ~~corporate~~to ~~law~~the ~~practice,~~same ~~since~~period ~~2010.~~of ~~Previously,~~2023 ~~Mr. McMurdo~~is ~~was~~primarily adue ~~Partner~~to atthe ~~Nannarone~~recognition &of ~~McMurdo, LLP,~~ a ~~boutique~~gain ~~law~~on ~~firm,~~extinguishment ~~from~~of ~~2008~~debt toof ~~2010~~$9.7 Inmillion ~~addition,~~following ~~Mr. McMurdo~~the ~~served~~Company’s assettlement ~~General~~of ~~Counsel~~the ofEIB ~~Berkley~~loan ~~Asset~~guaranty ~~Management~~in ~~LLC~~August 2024, the ~~general~~recording ~~partner~~ of a ~~real~~gain ~~estate fund focused~~ on ~~opportunistic~~impairment ~~and~~adjustment ~~distressed~~of ~~real~~$2.1 ~~estate~~million ~~assets,~~in ~~from~~March 2024 ~~2011~~following tothe ~~2013.~~Company’s ~~Mr. McMurdo~~identification ~~was~~of ~~Of-Counsel~~a atsubtenant ~~Mintz,~~for ~~Levin,~~its ~~Cohn~~Rockville, ~~Ferris,~~Maryland ~~Glovsky and Popeo~~office, ~~P.C., from 2007 to 2008~~ and anthe ~~associate~~recognition atof ~~Greenberg~~a ~~Traurig,~~gain ~~LLP~~on ~~from~~settlement ~~2006~~of tocompensation ~~2007.~~expenses Onof ~~December 28, 2023, Mr~~$0. ~~McMurdo~~6 ~~was~~million ~~appointed~~following to the ~~Board~~Company’s ofsettlement ~~Directors~~ of ~~Minim~~deferred ~~Inc~~and ~~(NASDAQ:~~accrued ~~MINM),~~compensation ~~where~~and heseverance ~~serves~~expenses onwith the ~~compensation~~Company’s ~~and~~former ~~nominating~~CEO, ~~committees~~David E. MrLazar. ~~McMurdo~~ ~~holds~~In aaddition, ~~B.S.~~the inCompany ~~Finance~~did ~~from~~not ~~Lehigh~~recognize ~~University~~interest ~~and~~expense aon ~~J.D.,~~the ~~cum~~Company’s ~~laude,~~EIB ~~from~~liability ~~Benjamin~~during N.2024 ~~Cardozo~~because, ~~School~~upon deconsolidation of ~~Law.~~the ~~Based on Mr. McMurdo~~Company’s ~~extensive~~subsidiaries ~~experience and knowledge~~ in the ~~fields~~fourth quarter of ~~corporate~~2023, ~~and~~the ~~securities~~Company ~~law,~~reclassified ~~and~~the ~~his~~EIB ~~previous~~liability ~~public~~from ~~company~~a ~~and~~loan ~~commercial~~to ~~business~~a ~~experience~~loan guaranty, ~~our~~which ~~Board~~is ~~believes~~recorded ~~that~~based ~~Mr. McMurdo~~on ~~has~~its ~~the~~fair ~~appropriate~~value ~~set~~with ofchanges ~~skills~~being torecognized ~~serve~~ as apart ~~member~~ of ~~the~~net ~~Board~~income (loss) at each reporting date.

2824

~~Corporate~~Liquidity ~~Governance~~and Capital Resources

~~Board~~At December 31, 2024, the Company had cash and ~~Board~~cash ~~Committees~~equivalents of $1.3 million compared to $1.2 million at December 31, 2023. The Company has funded its operations primarily through external investor financing arrangements and strategic actions taken by the Company, but going forward, the Company anticipates funding its operations primarily through financing arrangements with AEI Capital Ltd. The following financing transactions took place during 2023 and 2024:

~~The~~● ~~Company’s~~In ~~Bylaws~~January ~~provide~~2023, ~~that~~we closed a best-efforts public offering for the ~~Board~~purchase of (i) 32,121 byshares ~~resolution~~of ~~adopted~~common bystock, a(ii) ~~majority~~pre-funded warrants to purchase up to an aggregate of ~~the~~226,500 ~~whole~~shares ~~Board~~of common stock, ~~may~~(iii) ~~designate~~Series ~~one~~A-1 orcommon ~~more~~warrants ~~other~~to ~~committees~~purchase an aggregate of 258,621 ~~with~~shares ~~each~~of ~~such~~common ~~committee~~stock, and (iv) Series A-2 common warrants to ~~consist~~purchase an aggregate of ~~two~~258,621 orshares ~~more~~of ~~directors~~common stock. AsThe offering raised aggregate gross proceeds of approximately $7.5 million before deducting the ~~date~~placement ofagent’s ~~this~~fees ~~Proxy~~and ~~Statement~~the offering expenses, ~~the~~and ~~Board~~net ~~consists~~proceeds of ~~four~~approximately ~~members~~$6.9 million.

~~The~~● ~~Board~~In ~~annually~~May ~~elects~~2023, ~~from~~we ~~its~~closed ~~members~~a best-efforts public offering for the ~~Audit~~purchase ~~and~~of ~~Compensation~~(i) ~~Committees~~60,500 shares of the Company’s common stock, par value $0.01 ~~The~~per ~~Board~~share, ~~may~~(ii) ~~also~~pre-funded ~~from~~warrants ~~time~~to purchase up to ~~time~~an ~~appoint~~aggregate adof ~~hoc~~389,083 ~~committees.~~shares ~~Currently~~of common stock, ~~the~~and ~~Board~~(iii) ~~has~~common ~~not~~warrants ~~appointed~~to apurchase ~~Nominating~~up ~~and~~to ~~Corporate~~an ~~Governance~~aggregate ~~Committee.~~of ~~The~~449,583 ~~Board~~shares ~~believes~~of ~~the~~common ~~nominating~~stock. ~~and~~The ~~corporate~~offering ~~governance~~raised ~~responsibilities~~aggregate ~~are~~gross ~~best~~proceeds ~~handled~~of atapproximately ~~this~~$3.5 ~~time~~million byand ~~the~~net ~~full~~proceeds ~~Board~~of ~~given~~approximately ~~its~~$3.0 ~~size~~million.

~~During~~● ~~its~~In ~~fiscal~~October ~~year ended December 31,~~ 2023, ~~the~~Curetis ~~Board~~received ~~held~~a 25payment ~~meetings~~of €0.75 ~~Each~~million ~~director~~related ~~attended~~to atthe ~~least~~sale ~~75%~~ of ~~the~~certain ~~aggregate~~Unyvero ofA50 ~~all~~systems ~~meetings~~by ofCuretis ~~the~~to ~~Board~~a ~~and~~strategic ~~the~~partner. ~~Committees~~Such onpurchase ~~which~~of ~~each~~systems ~~such~~and ~~director~~payment ~~served~~was ~~held~~made ~~during~~in ~~2023.~~connection ~~The~~with ~~Board~~the ~~encourages~~negotiation ~~all~~of ~~directors~~a topotential ~~attend~~strategic transaction involving Curetis and the Company’s ~~annual~~subsidiary, ~~meeting~~Ares ofGenetics, ~~stockholders~~with such strategic partner; however, the potential strategic transaction was unsuccessful.

~~Each~~● In October 2023, we entered into a Preferred Stock Purchase Agreement with a single investor for 1,000 shares of the ~~standing~~Company’s ~~Committees~~Series D Preferred Stock, par value $0.01 per share, where each share of ~~the~~preferred ~~Board~~stock ~~operates~~was ~~pursuant~~agreed to sell at a ~~written~~price ~~Committee~~of ~~Charter~~$1,000 per share for aggregate gross proceeds of $1.0 ~~Copies~~million before deducting offering expenses. The investor funded $250,000 of ~~these~~the ~~Charters~~expected ~~can~~aggregate begross ~~obtained~~proceeds ~~free~~of $1.0 million before deducting offering expenses in November 2023. In December 2023, in coordination with the investor, the Company issued 250 shares of ~~charge~~Series ~~from~~D Preferred Stock to the ~~Corporate~~investor ~~Governance~~in ~~portion~~consideration for the partial payment. As of December 31, 2024, all 250 Series D Preferred Shares remain outstanding and the ~~Investors~~remaining ~~section~~$750,000 of the purchase price remains unpaid. The private placement was conducted in connection with the negotiation of a potential strategic transaction involving the Company and the investor. The Company’s ~~website,~~discussions ~~www~~with this investor have ceased.~~opgen.com.~~

~~Director~~● ~~Independence~~In October 2023, we entered into a warrant inducement agreement with a holder of certain existing warrants to purchase shares of common stock, par value $0.01 per share, of the Company. Pursuant to the Inducement Agreement, the holder agreed to exercise for cash their existing warrants to purchase up to 1,089,274 shares of the Company’s common stock at an exercise price of $7.785 per share, the exercise price per share of the existing warrants, during the period from the date of the Inducement Agreement until 7:30 a.m., Eastern Time, on October 26, 2023; however, on October 26, 2023, and subsequently on February 7, 2024, the Company and the holder agreed to initially extend the offer period through December 31, 2023, and later through April 30, 2024. In October 2023, the Holder exercised 200,000 shares of Common Stock under the existing warrants pursuant to the Inducement Agreement for aggregate gross proceeds to the Company of $2.057 million before deducting financial advisory fees and other expenses payable by the Company. The Holder did not exercise any additional Existing Warrants prior to the termination of the April 30, 2024 extended offer period.

An “independent director” is defined generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that, upon their appointments, Messrs. Ben-Tzvi, McMurdo and Natan will be “independent” directors as defined in the applicable Nasdaq listing standards and applicable SEC rules. Our independent directors will conduct regularly scheduled meetings at which only independent directors are present.25

~~While~~● ~~Nasdaq~~In ~~listing~~November ~~standards~~2023, ~~generally~~Curetis ~~require~~filed ~~that~~ a ~~majority~~petition offor insolvency with the ~~Board~~district becourt ~~independent~~of Stuttgart, ~~under~~Germany, ~~NASDAQ~~and ~~Rule 4350(c),~~Ares Genetics filed a ~~controlled~~petition ~~company~~for ~~(as~~insolvency ~~defined~~with bythe ~~Nasdaq~~commercial ~~listing~~court ~~standards)~~in isVienna, ~~exempt~~Austria, ~~from~~Reference ~~certain~~Number ~~independent~~38 ~~director~~S ~~requirements~~175/23x. ~~set~~The ~~forth~~insolvency inproceedings ~~this~~of ~~rule~~Curetis and Ares Genetics were adjudicated under the insolvency laws of Germany and Austria, respectively. ~~Following~~The insolvency administrators assumed control over the ~~Company’s~~assets ~~special~~and ~~meeting~~liabilities of ~~stockholders~~Curetis onand ~~May 9~~Ares Genetics, ~~2024~~respectively, which eliminated the ~~Company~~authority ~~became~~and apower ~~controlled~~of ~~company~~the Company and ~~may~~its ~~rely~~officers to act on behalf of the subsidiaries. The German and Austrian insolvency administrators both successfully completed asset sales of the assets of Curetis and Ares Genetics, but the Company does not anticipate receiving any proceeds from such ~~exemption~~sales as the proceeds will be allocated amongst each entity’s creditors.

~~Audit~~● ~~Committee~~In March 2024, we entered into a securities purchase agreement with David E. Lazar, pursuant to which we agreed to sell 3,000,000 shares of Series E Convertible Preferred Stock to Mr. Lazar at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. In March 2024, Mr. Lazar paid $200,000 at the initial closing in exchange for 200,000 shares of Series E Preferred Stock. Mr. Lazar subsequently paid $350,000 in exchange for an additional 350,000 shares of Series E Preferred Stock in April 2024. In July 2024, Mr. Lazar consummated a transaction pursuant to which he sold 550,000 shares of Series E Preferred Stock together with his rights to purchase the additional 2,450,000 shares of Series E Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd. Subsequently, AEI Capital Ltd. paid the Company $2.45 million in August 2024 in exchange for the remaining 2,450,000 shares of Series E Preferred Stock under the terms of the March 2024 Purchase Agreement.

~~The~~● ~~current~~In ~~members~~August of2024, ~~our~~we ~~audit~~entered ~~committee~~into ~~are:~~a ~~David~~securities ~~Natan~~purchase agreement (~~Chair~~the “August 2024 Securities Purchase Agreement”) with AEI Capital Ltd., ~~Matthew~~pursuant ~~McMurdo~~to which we have the right, ~~and~~in ~~Avraham~~our ~~Ben-Tzvi.~~discretion, ~~Each~~to ~~member~~sell ofto ~~the~~AEI ~~audit~~Capital ~~committee~~Ltd., isat ~~expected~~any time prior to beSeptember ~~financially~~30, ~~literate~~2024, ~~and~~shares Mrof common stock, par value $0. ~~Natan~~01 ~~qualifies~~per asshare, of the Company having an ~~“audit~~aggregate ~~committee~~value ~~financial~~of ~~expert”~~up asto ~~defined~~$3.0 inmillion. ~~applicable~~As ~~SEC~~of ~~rules~~September ~~and~~30, ~~has~~2024, ~~accounting~~the orCompany ~~related~~sold ~~financial~~1,079,109 ~~management~~shares ~~expertise~~of common stock to AEI Capital Ltd. ~~During~~for ~~its~~gross ~~fiscal~~proceeds ~~year~~of ~~ended~~$2.0 ~~December 31,~~million ~~2023~~before deducting offering expenses. In October 2024, we entered into a First Amendment (the ~~former~~“Amendment”) ~~audit~~to ~~committee~~the ~~held~~securities 11purchase ~~meetings~~agreement with AEI Capital Ltd. Wewhereby ~~have~~we ~~adopted~~were: (i) granted the right to sell two additional tranches of common stock to AEI Capital Ltd. of $3.0 million each, for an ~~audit~~aggregate ~~committee~~amount ~~charter~~of ~~that~~$9.0 ~~details~~million under the ~~purposes~~securities purchase agreement; and ~~responsibilities~~(ii) our ability to sell shares of common stock to AEI Capital Ltd. under the ~~committee~~securities purchase agreement was extended until December 31, ~~including:~~2025.

-Sources ~~appointing, approving the compensation of,~~ and ~~assessing~~uses ~~the independence~~ of ~~our independent registered public accounting firm;~~cash

-The ~~approving~~following ~~auditing~~table ~~and~~summarizes ~~permissible~~the ~~non-audit~~net ~~services,~~cash ~~and~~provided ~~the~~by ~~terms~~(used ofin) ~~such~~operating ~~services~~activities, toinvesting beactivities ~~provided~~and byfinancing ~~our~~activities ~~independent~~for ~~registered~~the ~~public~~periods ~~accounting firm;~~indicated:

- reviewing the audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

	Years ended December 31,
	2024			2023
Net cash provided by (used in)
Operating activities	$	(4,869,744	)	$	(14,319,542	)
Investing activities		-			(800,412	)
Financing activities		5,028,574			8,373,314
Net increase (decrease) in cash and cash equivalents	$	158,830		$	(6,746,640	)

- reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;26

29Net cash used in operating activities

Net cash used in operating activities in 2024 consisted primarily of our net income of $12.0 million, adjusted for certain non-cash ~~reviewing~~items, including the ~~adequacy~~change in fair value of the EIB loan guaranty of $10.9 million, the gain on impairment adjustment of $2.1 million, and the net change in operating assets and liabilities of $4.1 million. Net cash used in operating activities in 2023 consisted primarily of our ~~internal~~net ~~control~~loss ~~over~~of ~~financial~~$32.7 ~~reporting;~~million, adjusted for certain non-cash items, including loss on deconsolidation of subsidiaries of $13.0 million, depreciation and amortization expense of $1.3 million, non-cash interest of $1.7 million, impairment of property and equipment of $1.2 million, impairment of right-of-use asset of $0.8 million, and change in inventory reserve of $0.8 million, partially offset by the net change in operating assets and liabilities of $1.0 million.

-Net ~~establishing~~cash ~~policies~~used ~~and~~in ~~procedures~~investing ~~for the receipt and retention of accounting-related complaints and concerns;~~activities

-Net ~~reviewing~~cash ~~the~~used ~~Company’s~~in ~~periodic~~investing ~~reports~~activities toin be2023 ~~filed~~consisted ~~with~~of ~~the~~purchases ~~SEC;~~of property and equipment.

-Net ~~recommending,~~cash ~~based~~provided ~~upon~~by ~~the~~financing Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;activities

-Net ~~monitoring~~cash provided by financing activities in 2024 of $5.0 million consisted primarily of proceeds from the ~~integrity~~issuance of ~~our~~preferred ~~financial~~stock ~~statements~~in ~~and~~connection ~~our~~with ~~compliance~~the March 2024 Purchase Agreement with ~~legal~~David E. Lazar and, ~~regulatory~~subsequently, ~~requirements~~AEI Capital Ltd., as ~~they~~assignee ~~relate~~from toMr. Lazar ~~our~~of ~~financial~~$3.0 ~~statements~~million, and ~~accounting~~proceeds ~~matters;~~from the issuance of common stock in connection with the August 2024 Securities Purchase Agreement with AEI Capital Ltd. of $2.0 million. Net cash provided by financing activities in 2023 of $8.4 million consisted primarily of net proceeds from the January 2023 Offering of $6.9 million, the May 2023 Offering of $3.0 million, and the October 2023 Warrant Inducement of $2.1 million, partially offset by payments on debt of $3.9 million.

-Contractual ~~preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;~~Commitments

-Subsequent ~~overseeing~~to ~~our~~the ~~compliance~~insolvency ~~with~~filings ~~applicable~~of ~~legal~~Curetis and ~~regulatory~~Ares ~~requirements;~~Genetics in November 2023 and the resulting deconsolidation, and following the Company’s related settlements with EIB and Curetis in August 2024, other than the continuing liability under our former headquarters’ office lease, which lease was assigned to a third party in April 2024, the Company has no other material contractual commitments as of December 31, 2024.

-Funding ~~reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and~~requirements

-Going ~~reviewing~~forward, ~~quarterly~~our ~~earnings~~primary ~~releases~~use of cash is to fund the Company’s revenue growth and operating expenses, including those costs for general administrative and corporate purposes. Our future funding requirements will depend on the costs associated with repositioning our business and complying with our obligations as a public company. We cannot assure you that additional financing will not be required in the future to support our operations, but we intend to use financing opportunities strategically to continue strengthening our financial position and we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd., our controlling shareholder.

~~Compensation~~Critical ~~Committee~~Accounting Estimates

~~The~~This ~~current~~Management’s ~~members~~Discussion and Analysis of Financial Condition and Results of Operations is based on our ~~compensation~~audited ~~committee~~consolidated ~~are:~~financial ~~Matthew~~statements, ~~McMurdo~~which have been prepared in accordance with United States General Accepted Accounting Principles (~~Chair~~“GAAP”),. ~~David~~The ~~Natan,~~preparation of financial statements in conformity with GAAP requires us to make estimates and ~~Avraham~~assumptions ~~Ben-Tzvi~~that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. ~~During~~In ~~its~~our ~~fiscal~~audited ~~year~~consolidated ~~ended~~financial ~~December 31~~statements, ~~2023~~estimates are used for, ~~the~~but ~~former~~not limited to, liquidity assumptions, revenue recognition, inducement expense related to warrant repricing, stock-based compensation, ~~committee~~allowances ~~held~~for 4credit ~~meetings.~~losses Weand ~~have~~inventory ~~adopted~~obsolescence, discount rates used to discount unpaid lease payments to present values, valuation of derivative financial instruments measured at fair value on a ~~compensation~~recurring ~~committee~~basis, ~~charter~~deferred ~~that~~tax ~~details~~assets ~~the~~and ~~purposes~~liabilities and ~~responsibilities~~related ofvaluation allowance, the ~~committee~~estimated useful lives of long-lived assets, ~~including:~~and the recoverability of long-lived assets. Actual results could differ from those estimates.

- annually reviewing and recommending to our Board corporate goals and objectives, and determining the achievement thereof, relevant to the compensation of our Chief Executive Officer and other executive officers;27

-A ~~evaluating~~summary ~~the performance~~ of our ~~Chief~~significant ~~Executive~~accounting ~~Officer~~policies is included in ~~light~~Note 3 of ~~such~~the ~~corporate~~accompanying ~~goals~~audited ~~and~~consolidated ~~objectives~~financial ~~and~~statements. ~~recommending~~Certain toof our ~~Board~~accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the ~~compensation~~use of ~~our~~estimates ~~Chief~~about ~~Executive~~the ~~Officer;~~effects of matters that are inherently uncertain.

-Revenue ~~determining, or reviewing and recommending to our Board for approval, the compensation of our other executive officers;~~Recognition

During the years ended December 31, 2024 and 2023, the Company derived revenues from (i) listing sponsorship and consultancy services, (ii) the sale of Unyvero Application cartridges, Unyvero Systems, Acuitas AMR Gene Panel test products, and SARS CoV-2 ~~reviewing~~tests, (iii) providing laboratory services, and ~~establishing~~(iv) ~~our~~providing ~~overall~~collaboration ~~management~~services ~~compensation~~including ~~philosophy~~funded software arrangements, license arrangements, and ~~policy;~~the FIND NGO collaboration on our Unyvero A30 platform.

-The ~~overseeing~~Company ~~and~~analyzes ~~administering~~contracts ~~our~~to ~~compensation~~determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers, (ii) identification of distinct performance obligations in the contract, (iii) determination of contract transaction price, (iv) allocation of contract transaction price to the performance obligations and ~~similar~~(v) ~~plans;~~determination of revenue recognition based on timing of satisfaction of the performance obligation.

-The ~~evaluating~~Company ~~and~~recognizes ~~assessing~~revenues ~~potential~~upon ~~current~~the ~~compensation~~satisfaction ~~advisors~~of its performance obligation (upon transfer of control of promised goods or services to our customers) in ~~accordance~~an ~~with~~amount that reflects the ~~independence~~consideration ~~standards~~to ~~identified~~which it expects to be entitled in ~~the~~exchange ~~applicable~~for ~~Nasdaq~~those ~~Stock~~goods ~~Market~~or ~~rules;~~services.

-The ~~retaining~~Company defers incremental costs of obtaining a customer contract and ~~approving~~amortizes the ~~compensation~~deferred ofcosts over the period that the goods and services are transferred to the customer. The Company had no material incremental costs to obtain customer contracts in any ~~compensation~~period ~~advisors;~~presented.

-Deferred ~~reviewing~~revenue ~~and~~results ~~approving,~~from oramounts ~~reviewing~~billed ~~and~~in ~~recommending~~advance to ~~our~~customers ~~Board~~or ~~for~~cash ~~approval,~~received ~~our~~from ~~policies~~customers ~~and~~in ~~procedures~~advance ~~for the grant~~ of ~~equity-based~~services ~~awards;~~being provided.

30Valuation of Inventory

-The ~~determining~~Company’s orinventory ~~reviewing~~is ~~and~~entirely ~~making~~made ~~recommendations~~up toof ~~our~~Unyvero ~~Board~~system ~~with~~instruments ~~respect~~and ~~to director compensation;~~components.

-The ~~preparing~~Company periodically reviews inventory quantities on hand and analyzes the ~~compensation~~provision ~~committee~~for ~~report~~excess and obsolete inventory based primarily on product expiration dating and its estimated sales forecast, which is based on sales history and anticipated future demand. The Company’s estimates of future product demand is subjective, and it may understate or overstate the provision required byfor ~~SEC~~excess ~~rules~~and obsolete inventory. Accordingly, any significant unanticipated changes in demand could have a significant impact on the value of the Company’s inventory and results of operations. Due to bethe ~~included~~insolvency proceedings and the deconsolidation of Curetis and Ares Genetics in ~~our~~2023, ~~annual~~there ~~proxy~~is ~~statement;~~significant uncertainty surrounding the future demand and net realizable value of the Company’s products. As a result of these events, the Company recorded a full reserve against its inventory, resulting in a net carrying value of zero as of December 31, 2024 and December 31, 2023. The total inventory reserves, which equal the gross inventory value, were $1,225,975 and $1,280,805 at December 31, 2024 and 2023, respectively.

-Impairment ~~reviewing~~of ~~and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10~~Long-K;Lived ~~and~~Assets

-Property ~~reviewing~~and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and ~~discussing~~used ~~with~~is ~~our~~measured ~~Board~~by ~~corporate~~a ~~succession~~comparison ~~plans~~of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimation of undiscounted cash flows are done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the ~~Chief~~amount ~~Executive~~by ~~Officer~~which the carrying amount of assets exceeds the fair value of the assets. During the year ended December 31, 2023, the Company determined that its property and ~~other~~equipment, ~~key~~including ~~officers~~leasehold improvements and computer and networking equipment, at its Rockville, MD office was impaired due to the Company’s financial condition and the impairment of the Company’s ROU lease asset. As a result, the Company recorded an impairment charge in the amount of $1,231,874. In the Company’s Amended Form 10-Q for the three months ended March 31, 2024, the Company recorded a change in accounting estimate on the Company’s leasehold improvement property and equipment, adjusting the balance as of the beginning of the period to $1,230,332 following the Company’s identification of a subtenant. During the year ended December 31, 2024, the Company determined that its property and equipment was not impaired.

~~Nomination of Directors~~28

~~The~~Intangible ~~full~~assets ~~Board~~are ~~acts~~reviewed tofor ~~evaluate,~~impairment onwhenever anevents ~~annual~~or ~~basis,~~changes in circumstances indicate that the ~~composition~~carrying amount of the ~~Board~~asset ~~and~~may ~~the~~not ~~skills,~~be ~~qualifications~~recoverable. If any indicators were present, ~~business~~the ~~attributes~~Company ~~and~~would ~~experience~~test for recoverability by comparing the carrying amount of the ~~existing~~asset ~~Board~~to ~~members~~the net undiscounted cash flows expected to be generated from the asset. ~~The~~If ~~specific~~those ~~process~~net ~~for~~undiscounted ~~identifying~~cash ~~and~~flows ~~evaluating~~do ~~new~~not ~~directors,~~exceed ~~including~~the ~~stockholder-recommended~~carrying ~~nominees~~amount (i.e., ifthe ~~any~~asset is not recoverable), ~~will~~the ~~vary~~Company ~~based~~would onperform anthe ~~assessment~~next ofstep, which is to determine the ~~then-current~~fair ~~needs~~value of the ~~Board~~asset and record an impairment loss, if any. All the Company.’s ~~The~~finite-lived ~~Board~~intangible ~~will~~assets ~~determine~~with ~~the~~net ~~desired~~balances ~~profile~~were ofheld by Curetis and Ares Genetics. As a ~~new~~result ~~director,~~of the ~~competencies~~insolvency wefilings ~~are~~for ~~seeking,~~Curetis ~~including~~and ~~experience~~Ares inGenetics ~~one~~and orthe ~~more~~associated ~~areas~~deconsolidation of ~~need,~~these asentities ~~determined~~in by2023, the ~~Board.~~Company ~~Candidates~~does ~~will~~not behave ~~evaluated~~any infinite-lived ~~light~~or ofindefinite-lived ~~the~~intangible ~~target~~asset ~~criteria~~balances ~~chosen~~as of December 31, 2024.

~~Procedures~~Share-Based ~~for Nominating a Director Candidate~~Compensation

~~The~~Share-based ~~Board~~payments ~~considers~~to ~~nominations~~employees, bydirectors ~~stockholders~~and ~~who~~consultants ~~recommend~~are ~~candidates~~recognized ~~for~~at ~~election~~fair ~~to the Board~~value. The ~~Board~~resulting ~~evaluates~~fair ~~nominees~~value ~~recommended~~is byrecognized ~~stockholders~~ratably inover the ~~same~~requisite ~~manner~~service asperiod, itwhich ~~evaluates~~is ~~other~~generally ~~nominees.~~the Avesting ~~stockholder~~period ~~seeking~~of tothe ~~recommend~~option. aThe ~~prospective~~estimated ~~candidate~~fair ~~for~~value ~~the~~of ~~Board’s~~equity ~~consideration~~instruments ~~may~~issued ~~do so by writing~~ to ~~the~~non-employees ~~Corporate~~is ~~Secretary~~recorded ~~c/o~~at ~~OpGen,~~fair ~~Inc.,~~value ~~9717~~on ~~Key~~the ~~West~~grant ~~Ave, Suite 100, Rockville, MD 20850~~date.

~~With~~For ~~respect~~all totime-vesting ~~the~~awards ~~2024 Annual Meeting of Stockholders~~granted, ~~recommendations~~expense ~~for~~is ~~director~~amortized ~~candidates~~using ~~must~~the bestraight-line ~~received~~attribution ~~not~~method. ~~later~~For ~~than~~awards ~~the~~that ~~close~~contain ofa ~~business~~performance oncondition, ~~the~~expense ~~tenth~~is ~~day~~amortized ~~following~~using ~~the~~either ~~earlier of~~ the ~~day~~straight-line onor ~~which~~accelerated ~~notice~~attribution ofmethod, ~~the~~depending ~~date~~on of the ~~meeting~~vesting ~~was mailed and public disclosure was made~~structure. ~~Recommendations~~Share-based ~~submitted~~compensation ~~for~~expense ~~consideration~~recognized byis ~~the~~based ~~Board~~on ~~in preparation for~~ the ~~2025~~value ~~Annual Meeting~~ of ~~Stockholders must be received after~~ the ~~close~~portion of ~~business~~stock-based onawards ~~120th~~that ~~day~~is ~~prior~~ultimately expected to ~~the~~vest ~~first~~during ~~anniversary of~~ the ~~date~~period. onThe ~~notice~~fair ofvalue ~~the 2025 Annual Meeting~~ of ~~Stockholders~~share-based payments is ~~first made available to our stockholders~~estimated, ~~and~~on ~~no later than~~ the ~~close~~date of ~~business~~grant, onusing the ~~90th~~Black-Scholes ~~day~~model. ~~prior~~Option tovaluation ~~the~~models, ~~first~~including ~~anniversary of~~ the ~~date~~Black-Scholes onmodel, ~~which~~require ~~such~~the ~~notice~~input isof ~~first~~highly ~~made~~subjective ~~available~~estimates toand ~~our~~assumptions, ~~stockholders~~and changes in ~~connection~~those ~~with~~estimates ~~such~~and ~~meeting.~~assumptions ~~However,~~can ifmaterially weaffect ~~change~~ the grant-date offair ~~the~~value ~~2025~~of ~~Annual~~an ~~Meeting~~award. byThese 30assumptions ~~days~~include ~~from~~ the ~~anniversary~~fair ofvalue ~~the 2024 Annual Meeting~~ of ~~Stockholders, recommendations for director candidates must be received not later than~~ the ~~close~~underlying ofaward ~~business~~and on the ~~tenth~~expected ~~day~~life ~~following the earlier~~ of the ~~day on which notice of the date of the meeting was mailed and public disclosure was made~~award.

~~Each~~See ~~notice~~additional discussion of ~~recommendation must contain~~ the ~~information~~use ~~required~~of ~~under~~estimates ~~our Bylaws, including: (a) for each person whom the stockholder proposes to nominate for election or reelection as a director, all information~~ relating to ~~such~~share-based ~~person that is required to be disclosed in solicitations of proxies for elections of directors~~compensation, ~~or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee~~ and ~~to serving as~~ a ~~director~~discussion ifof ~~elected); (b) as to the stockholder giving the notice, (i) the name and address, as they appear on the Company~~management’s ~~books,~~methodology offor ~~such~~developing ~~stockholder~~each ~~and (ii) the class and number~~ of ~~shares of~~ the ~~Company~~assumptions ~~which~~used ~~are~~in ~~owned beneficially and of record by~~ such ~~stockholder of record and by the beneficial owner~~estimates, ifin ~~any,~~Note on3 ~~whose behalf the nomination is made; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address~~ of ~~such person and (ii)~~ the ~~class~~accompanying ~~and~~consolidated ~~number~~financial ~~of shares of the Company which are beneficially owned by such person~~statements. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Company that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

31Recent Accounting Pronouncements

~~Board~~We ~~Diversity~~have reviewed all recently issued standards and have determined that, other than as disclosed in Note 3 of our consolidated financial statements appearing elsewhere in this filing, such standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our operations.

~~Although~~Off-Balance ~~the~~Sheet Board does not have a formal diversity policy, in addition to the considerations described above, the Board considers race and gender diversity in selection of qualified candidates as well as the overall skills and experience of such candidates. The following Board Diversity Matrix provides certain information regarding the diversity of our current Board members based on such members’ self-identification.Arrangements

~~Board~~As ~~Diversity Matrix (as~~ of ~~April~~December 1531, 2024) and 2023, the Company did not have any off-balance sheet arrangements.

~~Total~~Item ~~Number~~7A. ofQuantitative ~~Directors~~and 4Qualitative Disclosures About Market Risk

Gender	Female	Male
Directors	0	4
Demographic Background
African American or Black	0	0
Alaskan Native or Native American	0	0
Asian	0	0
Hispanic or Latinx	0	0
Native Hawaiian or Pacific Islander	0	0
White	0	2
Two or More Races or Ethnicities	0	2
LGBTQ+	0	0
Did Not Disclose Demographic Background	0	0

As a smaller reporting company, the Company is not required to provide the information required by this Item.

~~Board~~Item ~~Leadership~~8. ~~Structure~~Financial ~~and Role in Risk Oversight~~Statements

The ~~Board~~Company’s ~~assesses~~consolidated ~~this~~financial ~~leadership~~statements ~~structure~~and ~~to ensure~~ the ~~interests~~report of ~~the~~our ~~Company and its stockholders are best served. The Board does not currently have a lead~~ independent ~~director.~~registered ~~The~~public ~~Board~~accounting ~~determines~~firm ~~what~~are ~~leadership~~included ~~structure~~in itthis ~~deems~~Annual ~~appropriate~~Report ~~based on factors such~~ as ~~the~~indicated ~~experience~~in ofPart ~~the applicable individuals~~IV, ~~the~~Item ~~current business environment of the Company or other relevant factors~~15. ~~Currently, Mr. Lazar serves as the Company’s chairman.~~

The Board is responsible for oversight of the Company’s risk management practices, while management is responsible for the day-to-day risk management processes. The Board receives periodic reports from management regarding the most significant risks facing the Company. We believe that this division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s Board leadership structure will support this approach.29

~~Board~~Item ~~Role~~9. Changes in ~~Risk~~and ~~Management~~Disagreements with Accountants on Accounting and Financial Disclosure

~~Our Board oversees the management of risks inherent in the operation of our business and the implementation of our business strategies~~None. Our Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our Company, our Board addresses the principal risks associated with those operations and corporate functions. This includes risks relating to healthcare and regulatory matters and compliance needs of the organization. In addition, our Board reviews the risks associated with our Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

32Item 9A. Controls and Procedures

~~Each~~Evaluation of ~~our~~Disclosure ~~Board~~Controls committees also oversees the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm. The Audit Committee oversees the operation of our risk management program, including the identification of the principal risks associated with our business and ~~periodic updates to such risks, and reports to our Board regarding these activities.~~Procedures

The ~~Compensation~~Company’s ~~Committee~~management ~~assesses~~evaluated, with the ~~impact~~participation ~~risks~~of ~~inherent~~the inCompany’s ~~the~~principal ~~annual~~executive and ~~long-term~~principal ~~incentive~~financial ~~plans~~officer, ~~could~~the ~~have~~effectiveness onof the Company.’s ~~After~~disclosure ~~review,~~controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Compensation~~Exchange ~~Committee~~Act) ~~does~~as ~~not~~of ~~believe~~December 31, 2024. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the ~~Company~~Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive ~~compensation~~officer ~~practices~~and orprincipal ~~programs~~financial ~~are~~officer, ~~likely~~as appropriate, to ~~have~~allow afor ~~material~~timely ~~adverse~~decisions ~~effect~~regarding disclosure. Based on their evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.

~~Delinquent~~Changes ~~Section 16(a)~~in ~~Reports~~Internal Control over Financial Reporting

~~Section 16(a)~~For of the ~~Securities~~year ~~Exchange~~ended ~~Act of 1934~~December 31, ~~as amended~~2024, ~~requires~~there ~~the~~have ~~Company’s~~been ~~officers~~no ~~and~~changes ~~directors~~in ~~and persons who own more than 10% of~~ the Company’s ~~outstanding~~internal ~~common~~controls ~~stock~~over tofinancial ~~file~~reporting ~~with~~that ~~the~~have ~~SEC~~materially ~~initial reports of ownership and reports of changes in ownership of common stock and any other equity securities of the Company. Directors~~affected, ~~officers,~~or ~~and greater than 10% stockholders~~ are ~~required~~reasonably bylikely ~~SEC regulations~~ to ~~furnish~~materially ~~the~~affect, ~~Company with copies of all Section 16(a) forms they file. Based solely on a review of~~ the Company’s ~~records~~internal ~~and~~controls ~~written~~over ~~representations~~financial ~~by the persons required to file such reports, all filing requirements of Section 16(a) were satisfied with respect to the 2023 fiscal year~~reporting.

~~Code~~Management’s ofAnnual ~~Ethics~~Report on Internal Control over Financial Reporting

WeThe ~~have~~Company’s ~~adopted~~management ais ~~written~~responsible ~~code~~for ofestablishing ~~business~~and ~~conduct~~maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and ~~ethics~~15d-15(f) ~~that~~under ~~applies~~the Exchange Act). The Company’s internal control system was designed to ~~our~~provide ~~directors,~~reasonable ~~officers~~assurance ~~and~~regarding ~~employees,~~the ~~including~~preparation ~~our~~and ~~principal~~fair ~~executive~~presentation ~~officer,~~of ~~principal~~published financial ~~officer,~~statements. ~~principal~~Because ~~accounting~~of ~~officer~~its orinherent ~~controller~~limitations, orinternal ~~persons~~control ~~performing~~over ~~similar~~financial ~~functions~~reporting may not prevent or detect misstatements. AAlso, ~~current~~projections ~~copy~~of any evaluation of ~~the~~effectiveness ~~code~~to isfuture ~~posted~~periods onare subject to the ~~Corporate~~risk ~~Governance~~that ~~section~~controls may become inadequate because of ~~our~~changes ~~website~~in conditions, ~~which~~or isthat ~~located~~the atdegree ~~www~~of compliance with the policies or procedures may deteriorate.~~opgen.com.~~ IfUnder wethe ~~make~~supervision ~~any~~and ~~substantive~~with ~~amendments~~the toparticipation of management, orincluding ~~grant~~the ~~any~~Company’s ~~waivers~~Chief ~~from~~Executive Officer, the ~~code~~Company assessed the effectiveness of ~~business~~internal ~~conduct~~control ~~and~~over ~~ethics~~financial ~~for~~reporting ~~any~~as ~~officer~~of December 31, we2024. ~~will~~In ~~disclose~~making this assessment, management used the ~~nature~~criteria ofset ~~such~~forth ~~amendment~~by orthe ~~waiver~~Committee onof ~~our~~Sponsoring ~~website~~Organizations orof inthe aTreadway ~~Current~~Commission ~~Report~~(“COSO”) onin ~~Form~~its 8statement “Internal Control-KIntegrated Framework (2013).”

~~Insider~~Based ~~Trading~~on ~~Policies~~this assessment, management has concluded that, as of December 31, 2024, internal control over financial reporting is effective based on these criteria.

WeThis ~~have~~Annual ~~adopted~~Report andoes ~~insider~~not ~~trading~~include ~~policy~~an ~~governing~~attestation report of the ~~purchase,~~Company’s ~~sale,~~independent ~~and~~registered ~~other~~public ~~dispositions~~accounting offirm ~~our~~regarding ~~securities~~internal control over financial reporting. Management’s report was not subject to attestation by ~~directors,~~the ~~officers,~~Company’s ~~and~~independent ~~employees.~~registered Apublic ~~copy~~accounting offirm pursuant to the ~~insider~~rules ~~trading~~of ~~policy~~the isSEC ~~attached~~that aspermit anthe ~~exhibit~~Company to provide only management’s report in this Annual Report.

~~Communications~~Item ~~with~~9B. ~~the~~Other ~~Board of Directors~~Information

Stockholders who want to communicate with members of the Board, including the independent directors, individually or as a group, should address their communications to the Board, the Board members or the Board committee, as the case may be, and send them to c/o Chair of the Audit Committee, OpGen, IncNone., 9717 Key West Ave, Suite 100, Rockville, MD 20850. The Chair of the Audit Committee will forward all such communications directly to such Board members. Any such communications may be made on an anonymous and confidential basis.

~~There~~Item ~~have~~9C. ~~been~~Disclosure noRegarding ~~changes~~Foreign toJurisdictions ~~the~~that ~~procedures~~Prevent ~~by which interested parties may communicate with the Board.~~Inspections

33Not applicable.

~~Item 11. Executive Compensation~~30

WePART are currently a “smaller reporting company” as defined by Item 10 of the Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to provide certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.III

~~Summary~~Item ~~Compensation~~10. ~~Table~~Directors, ~~for~~Executive ~~2023~~Officers and ~~2022~~Corporate Governance

Our ~~named~~ executive officers ~~for 2023~~ are ~~Oliver~~appointed ~~Schacht,~~by ~~Ph.D.,~~the ~~our~~Board ~~former~~and ~~Chief~~serve ~~Executive~~until ~~Officer,~~their ~~Albert~~successors ~~Weber,~~have ~~our~~been ~~former~~elected ~~Chief~~and ~~Financial~~qualified ~~Officer,~~or ~~and~~until ~~Johannes~~their ~~Bacher,~~earlier ~~our~~resignation ~~former~~or ~~Chief~~removal ~~Operating~~by ~~Officer~~the Board. ~~This~~There ~~table~~are ~~below~~no ~~provides~~family ~~disclosure,~~relationships ~~for~~among ~~the~~any ~~years~~of ~~ended~~the ~~December 31,~~directors ~~2023~~ and ~~2022~~executive ~~for~~officers ~~our~~of ~~named~~the ~~executive officers~~Company. InIncumbent ~~connection~~directors ~~with~~are ~~the~~elected ~~transactions~~to ~~contemplated~~serve byuntil ~~the~~our ~~March 2024~~next ~~Private~~annual ~~Placement,~~meeting inand ~~March 2024,~~until each ofdirector’s ~~Messrs.~~successor ~~Schacht,~~is ~~Weber~~duly elected and ~~Bacher~~qualified. ~~resigned~~No asdirector ~~officers~~or ofexecutive officer has been involved in any legal proceeding during the ~~Company,~~past ~~and~~ten ~~Mr. Lazar~~years ~~was~~that ~~appointed~~is asmaterial ~~our~~to ~~Chief~~an ~~Executive~~evaluation ~~Officer~~of his or her ability or integrity.

Named Executive Officer and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards (1)($)		Option Awards (1)($)		Non-EquityIncentive PlanCompensation (2)(3)($)		All Other Compensation ($)			Total ($)
Oliver Schacht, Ph.D.	2023	$	353,484	$	-	$	11,000	$	-	$	-	$	-		$	364,484
Chief Executive Officer	2022	$	408,000	$	-	$	60,750	$	52,047	$	-	$	-		$	520,797
Albert Weber	2023	$	244,200	$	-	$	11,000	$	-	$	-	$	15,900	(4)	$	271,100
Chief Financial Officer	2022	$	300,000	$	-	$	-	$	195,892	$	-	$	17,500	(4)	$	513,392
Johannes Bacher	2023	$	244,200	$	-	$	11,000	$	-	$	-	$	-		$	255,200
Chief Operating Officer	2022	$	300,000	$	-	$	36,450	$	31,228	$	-	$	-		$	367,678

The following table sets forth information regarding the Company’s directors and officers as of the date hereof.

(1)	The “Stock Awards” column reflects the grant date fair value for all restricted stock units awarded under the Amended and Restated 2015 Incentive Plan (the “Plan”) during 2023 and 2022, respectively. The “Option Awards” column reflects the grant date fair value for all stock option awards granted under the 2015 and 2022 Incentive Plans during 2023 and 2022, respectively. These amounts are determined in accordance with FASB Accounting Standards Codification 718 (ASC 718), without regard to any estimate of forfeiture for service vesting. Assumptions used in the calculation of the amounts in these columns for 2023 and 2022 are will be included in a footnote to the Company’s condensed consolidated audited financial statements for the year ended December 31, 2023 and 2022.
Name		Age	Positions
(2)	Represents annual incentive bonuses paid under an annual performance-based cash incentive plan. Corporate performance goals are established by the Compensation Committee for each year. The incentive bonuses are determined by the Compensation Committee based on the achievement of corporate performance goals. In lieu of cash incentive bonuses, Mr. Schacht and Mr. Bacher agreed to receive the value of their approved 2021 bonuses in the form of 1,247 and 644 restricted stock units, respectively, which were granted on March 31, 2022, with a value of $150.00 per share, the closing price of the Company’s common stock on March 31, 2022. The restricted stock units vested completely on the one-year anniversary of the grant.
John Tan Honjian		34	Chairman of the Board and Chief Executive Officer
(3)	The named executive officers were eligible to receive performance-based cash bonuses for the fiscal year ended December 31, 2023 and 2022. The Compensation Committee determined not to grant any such bonuses to the named executed officers for the fiscal years ended December 31, 2023 and 2022.
Mohd Azham Azudin		52	Chief Operating Officer
(4)	Mr. Weber’s “All Other Compensation” for 2022 and 2023 represents reimbursement for commuting expenses incurred by Mr. Weber in 2022 and 2023, respectively, for travel to the Company’s offices in Germany.
Ken Lim Zhao Qi		38	Director
Ethan Low Yu Jie		35	Director
Constance Wong Poh Yin		34	Director
Victor Chua Kok Hoe		36	Director

34John Tan Honjian brings extensive expertise as a corporate strategist and private equity investor with significant legal experience in local and cross-border corporate mergers and acquisitions, corporate joint ventures and strategic alliances, foreign investment, private equity and venture capital deals, private fund establishment and structuring for private equity funds and venture capital funds, project financing, structuring of investment deals for high net-worth family offices, strategic structuring of business deals, and property transactions for both corporate and individual clients. Since January 2015, Mr. Tan has served as Chairman and CEO of AEI Capital Group headquartered in Kuala Lumpur, Malaysia with satellite offices in Singapore and Hong Kong, where he leads the Asia-Pacific-focused private equity investment group with AUM exceeding USD $3.0 billion with the support of a seasoned team backed by diverse experience in more than 100 M&A transactions, exceeding 50 private equity deals and above 20 IPO exercises in major financial centers such as New York, Hong Kong, Singapore, Sydney and Kuala Lumpur. AEI Capital Group specializes in late-stage, pre-IPO investments, merger and acquisition/joint venture transactions, private equity/venture capital deals, private investment in public equity (PIPE), hedge fund portfolio, private fund structuring, and buy-out of high growth small and medium-sized enterprises and tech ventures, with preferred exit via IPO on global stock exchanges such as HKEX, ASX and NASDAQ. AEI Capital Group received the award of Best Private Equity Firm (East Asia) in Fund Awards 2021 granted by Wealth & Finance International (WFI). Since January 2020, Mr. Tan has served as co-President, Investment Banking Services Group at European Credit Investment Bank Ltd. where he leads its offshore investment banking services group to serve small-mid cap listed companies across Asia Pacific whose capital market needs are still mostly underserved by onshore investment banks and global institutional investors. Mr. Tan has served on the board of directors of various high growth companies across Asia Pacific and acted as the board advisor to various public listed companies across Asia Pacific. Earlier in his career, Mr. Tan specialized in mergers and acquisitions, capital markets and private equity as a common law-qualified cross-border corporate lawyer at Rajah and Tann Singapore LLP, the largest law firm in the ASEAN region, headquartered in Singapore, with affiliate offices in Cambodia, China, Indonesia, Laos, Malaysia, Myanmar, Philippines, Thailand and Vietnam, and founded in 1976. Mr. Tan also served as the regional counsel for a Fortune 100 Company in charge of the ASEAN and South Asia regions. Mr. Tan has received the honor of Global Innovator Award 2018 in Finance and Investment Category by Global SME Alliance, United Nations due to his significant contribution on ASEAN-plus-China One-Belt-One-Road private equity investment thesis. Mr. Tan spoke as a Panel Speaker in the Global SME Summit alongside global leaders such as France’s ex-Prime Minister Mr. Jean-Pierre Raffarin and China’s ex-Vice Premier Mdm. Wu Gui Xian. Mr. Tan completed his Master of Business Administration (MBA) Essentials Programme at the London School of Economics and Political Science (LSE), with an Executive Program completed at the University of Oxford on Blockchain Strategy. He also completed his Postgraduate Executive Programme in Alternative Investments at Harvard University. Based on Mr. Tan’s extensive experience, our Board believes that Mr. Tan has the appropriate set of skills to serve as Chief Executive Officer and Chairman of the Board.

~~Agreements with Our Named Executive Officers~~31

~~Prior~~Mohd toAzham ~~the~~Azudin ~~initial~~has ~~closing~~over of25 ~~the~~years ~~March 2024~~of ~~Private~~investment ~~Placement~~experience specifically in ~~March 2024~~private equity, ~~the~~venture ~~Company~~capital ~~was~~deals, ~~party~~and tocorporate anadvisory, ~~Executive~~including ~~Employment~~corporate ~~Agreement~~structuring, ~~with~~finance ~~Oliver~~and ~~Schacht,~~mergers Phand acquisitions.D. Since March 2023, ~~the~~he ~~Company’s~~has ~~Chief~~served ~~Executive~~as ~~Officer~~Vice President of Group Investments and Corporate Advisory at AEI Capital Ltd. Mr. ~~Schacht’s~~Azudin ~~employment~~retains ~~agreement~~such ~~provided~~role, ~~that~~however, ~~Mr. Schacht~~in ~~would~~such ~~receive~~capacity, anhe ~~annual~~also ~~base~~serves ~~salary~~as ofthe ~~$408,000~~Chief ~~per~~Operating ~~year~~Officer ~~and~~of ~~will~~the beCompany. ~~eligible~~Prior to ~~receive~~his ancurrent ~~annual~~role, ~~bonus~~from ofSeptember 2022 up to ~~$285~~January 2023,~~600,~~ orMr. Azudin ~~seventy~~served ~~percent~~as the Lead Executioner for the Security Token Offering (~~70%~~“STO”) ofDivision ~~the~~at ~~base~~ATA ~~salary~~Global Inc. ~~The~~US. ~~annual~~From ~~bonus~~March 2021 ~~opportunity~~to June 2021, Mr. Azudin was ~~based~~involved onin ~~key~~the ~~performance~~F&B ~~metrics~~Fund ~~established~~Framework byand ~~the~~Conceptualization ~~Board~~Paper ofat ~~the~~Articulate ~~Company~~Fusion Sdn. Bhd. Mr. ~~Schacht~~Azudin ~~was~~served ~~also~~as ~~entitled~~Vice toPresident ~~participate~~ in ~~the~~Private ~~Company~~Equity Investments at Malaysian Development Bank’s ~~standard~~Private ~~equity~~Equity ~~incentive~~Management Company from 2007 to 2010 and ~~benefits~~as ~~plans~~the Executive Vice President in Corporate Affairs at Quest Mastery Asia Group from 2017 to 2021. InMr. Azudin ~~connection~~holds ~~with~~a ~~certain~~chartered ~~cash~~accountant ~~management~~designation ~~initiatives,~~from the ~~Company~~Malaysia ~~temporarily~~Institute ~~reduced~~of Accountants. Based on Mr. ~~Schacht~~Azudin’s ~~compensation~~extensive ~~under~~experience, ~~his~~our ~~employment~~Board ~~agreement~~believes tothat ~~$244,800~~Mr. Azudin inhas ~~September 2023,~~the ~~which~~appropriate ~~was~~set ~~subsequently~~of ~~increased~~skills to ~~$300,000~~serve inas ~~January 2024~~the Company’s Chief Operating Officer.

InKen ~~connection~~Lim ~~with~~Zhao ~~the~~Qi ~~transactions~~has ~~contemplated~~served byas Chief Executive Officer and Executive Director of the ~~March 2024~~European ~~Private~~Credit ~~Placement~~Investment Bank Ltd, Mra licensed midshore investment bank based in Labuan, Malaysia, since 2014. ~~Schacht~~ ~~resigned~~During athis tenure, he has been responsible for substantial growth of the ~~Initial~~bank. ~~Closing~~Since 2023, he has served as the Chairman of the Labuan Investment Banking Association and has served on the ~~Company~~board of Sentoria Group Berhad, a tourism resort and integrated travel destination operator listed on the Bursa Malaysia Stock Exchange. Mr. ~~Schacht~~Lim ~~entered~~received ~~into~~his aBachelor’s ~~new~~degree ~~employment~~from ~~agreement~~the ~~that~~University ~~superseded~~Technology ~~his~~of ~~existing~~Sydney. ~~employment~~Based ~~agreement~~on ~~and~~Mr. Lim’s ~~pursuant~~extensive toexperience, ~~which~~our Board believes that Mr. ~~Schacht~~Lim ~~would~~has ~~continue~~the asappropriate anset ~~employee~~of ~~for~~skills to serve as a ~~transition~~member ~~period~~of the Board.

~~Prior~~Ethan toLow ~~January 2024,~~Yu ~~the~~Jie ~~Company’s~~is ~~subsidiary,~~the ~~Curetis~~Deputy ~~GmbH,~~President ~~was~~of ~~party~~Corporate toDevelopment ~~employment~~and ~~agreements~~Portfolio ~~with~~Management ~~each~~for ofthe ~~Mr. Bacher~~AEI ~~and~~Capital ~~Mr. Weber.~~Group, ~~Mr. Bacher’s~~a ~~employment~~growth ~~agreement~~equity ~~provided~~investment ~~that~~firm, ~~Mr. Bacher~~where ~~would~~he ~~receive~~has aserved ~~base~~in ~~salary~~such ofrole ~~$300,000~~since ~~per~~January 2024. ~~year~~He ~~and~~has ~~would~~worked befor ~~eligible~~AEI toCapital ~~receive~~Group anin ~~annual~~various ~~bonus~~roles of upincreasing toresponsibility ~~forty-five~~since ~~percent~~2016. ~~(45%)~~Mr. Low’s ofresponsibilities have included assisting the ~~base~~company’s ~~salary.~~chief ~~The~~executive ~~annual~~officer ~~bonus~~in ~~opportunity~~the ~~was~~company’s ~~based~~private onequity ~~key~~investments ~~performance~~and ~~metrics~~portfolio ~~established~~management byactivities, ~~the~~overseeing ~~Board~~compliance matters and serving as a director for some of the ~~Compensation~~company’s ~~Committee~~subsidiaries. Mr. ~~Bacher~~Low was ~~also~~a ~~entitled~~practicing tolawyer ~~participate~~prior into ~~the~~joining ~~Company’s~~AEI ~~2015~~Capital ~~Equity~~Group. ~~Incentive Plan~~Mr. Low Inreceived ~~connection~~his ~~with~~Bachelor ~~certain~~of ~~cash~~Laws ~~management~~degree ~~initiatives,~~from the ~~Company~~University ~~temporarily~~of ~~reduced~~Malaya. Based on Mr. ~~Bacher~~Low’s ~~compensation~~extensive ~~under~~experience, ~~his~~our ~~employment~~Board ~~agreement~~believes that Mr. Low has the appropriate set of skills to ~~$180,000~~serve inas ~~September 2023~~a member of the Board.

~~Mr. Weber’s~~Constance ~~employment~~Wong ~~agreement~~Poh ~~provided~~Yin ~~that~~is ~~Mr. Weber~~Senior ~~would~~Vice ~~receive~~President aof ~~base~~Group ~~salary~~Operations ofand ~~$300,000~~Business ~~per~~Development ~~year~~at ~~and~~AEI ~~would~~Capital beGroup, ~~eligible~~where toshe ~~receive~~has anserved ~~annual~~in ~~bonus~~that ofrole upsince toJanuary 2024. ~~forty-five~~Since ~~percent~~2016, ~~(45%)~~she ofhas ~~the~~held ~~base~~various ~~salary.~~roles ~~The~~of ~~annual~~increasing ~~bonus~~importance ~~opportunity~~at ~~was~~AEI ~~based~~Capital Group focusing on ~~key~~improving ~~performance~~operational ~~metrics~~processes ~~established~~and bysupporting the ~~Board~~company’s ~~and~~growth ~~the~~through ~~Compensation~~business ~~Committee.~~development Mrstrategies. ~~Weber~~ ~~was~~Prior ~~also~~to ~~entitled~~that, toMs. ~~participate~~Wong inbegan ~~the~~her ~~Company’s~~career ~~2015~~as ~~Equity~~a ~~Incentive~~practicing ~~Plan~~lawyer. InMs. ~~connection~~Wong ~~with~~holds ~~certain~~a ~~cash~~Bachelor ~~management~~of ~~initiatives,~~Laws degree from the ~~Company~~University ~~temporarily~~of ~~reduced~~Malaya. MrBased on Ms. ~~Weber~~ Wong’s ~~compensation~~extensive ~~under~~experience, ~~his~~our ~~employment~~Board ~~agreement~~believes that Ms. Wong has the appropriate set of skills to ~~$180,000~~serve inas ~~September 2023~~a member of the Board.

~~Following~~Victor ~~January 2024~~Chua Kok Hoe is the Managing Partner and Founder of Vynn Capital, asa venture capital firm investing in early-stage technology companies in the Asia Pacific that works alongside family offices and large institutions and companies in technology adoption and innovation. Vynn Capital is a ~~result~~partner of ~~Curetis~~the ~~GmbH’s,~~United Nations World Tourism Organization that works with companies in the ~~Company’s~~industries ~~subsidiary~~of travel mobility, ~~insolvency~~property, ~~proceedings~~food and fast-moving consumer goods or packaged goods. Prior to that, he was the ~~Company~~Vice ~~entered~~President ~~into~~of ~~consulting~~Investments ~~agreements~~for Gobi Partners, an early-to-late-stage venture capital firm where he managed two Southeast Asia-focused early-stage funds and a growth stage fund. Prior to that, he served with ~~each~~the venture capital arm of MrMalaysia’s Ministry of Finance where he managed direct and indirect investments. ~~Bacher~~ Some of the notable investments he supervised include Carsome (Malaysia), Travelio (Indonesia), Dropee, Triip.me (Vietnam), Hermo and MrJirnexu. ~~Weber~~ toEarlier ~~ensure~~in ~~that~~his ~~they~~career, ~~would~~Mr. Chua ~~continue~~worked tofor beWillis ~~compensated~~Towers atWatson, ~~the~~where ~~same~~he ~~rates~~advised ascorporate, ~~under~~pension ~~their~~and ~~employment~~sovereign ~~agreements~~wealth ~~while~~funds ~~they~~on ~~continue~~investment tostrategies. ~~serve~~He aswas ~~officers~~an honoree of the ~~Company~~Forbes Asia 30 under 30 in 2017. ~~Following~~He is the ~~initial~~Immediate ~~closing~~Past Chairman of the ~~March 2024~~Malaysia Venture Capital and Private ~~Placement,~~Equity Association and a mentor with the Founder Institute and other grass-root entrepreneurial initiatives. Mr. ~~Bacher~~Chua is also a Council Member of the Malaysian Venture Capital and Private Equity Development Council appointed by the Securities Commission of Malaysia. Mr. ~~Weber~~Chua ~~resigned~~was asalso ~~officers~~a startup founder of ~~the~~an ~~Company,~~online education platform as well as two other businesses. He is a member of Mensa and ~~their~~a ~~consulting~~CFA ~~agreements~~charter ~~terminated~~holder. inBased ~~April~~on Mr. ~~2024~~Chua’s extensive experience, our Board believes that Mr. Chua has the appropriate set of skills to serve as a member of the Board.

In April 2024, in connection with Mr. Lazar’s appointment as our Chief Executive Officer, the Company entered into an employment agreement with Mr. Lazar. Pursuant to the employment agreement, the Company engaged Mr. Lazar to act as its Chief Executive Officer (“CEO”) and, effective April 1, 2024, is paid a base salary of $406,000 per annum, which shall be deferred and accrued until the Company’s compensation committee determines that the Company is sufficiently liquid to pay the accrued salary. Under the employment agreement, Mr. Lazar will also be eligible for annual bonuses of up to 100% of his then current base salary (payable in cash or restricted stock) and an annual grant of incentive equity awards in an amount equal to 100% of his then current base salary. The employment agreement has a three (3) year term. Mr. Lazar is also entitled to a bonus upon a change of control of the Company payable in a lump-sum amount equal to three percent (3%) of the increased valuation of the Company resulting from the change of control. Such bonus is payable in cash, restricted stock or a combination thereof.32

35Corporate Governance

~~Outstanding~~Board ~~Equity~~and ~~Awards~~Board ~~at Fiscal Year-End Table~~Committees

The ~~following~~Company’s ~~table~~Bylaws ~~shows~~provide that the ~~outstanding~~Board, ~~equity~~by ~~awards~~resolution ~~held~~adopted by a majority of the ~~named~~whole ~~executive~~Board, ~~officers~~may asdesignate one or more other committees, with each such committee to consist of ~~December 31~~two or more directors. As of the date of the filing of this Annual Report, ~~2023~~the Board consists of five members.

OPTION AWARDS												STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price($)		Option Expiration Date	Number of Shares of Stock that have not Vested		Market Value of Shares of Stock that have not Vested($) (3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested($) (3)
Oliver Schacht(4)		48			-			-		14,736.00	6/16/2026		187		785.40		-		-
		28			-			-		1,712.00	6/16/2026		1,000		4,200.00		-		-
		2,559	(1)		591	(1)		-		424.00	9/29/2030		-		-		-		-
		388			-			-		382.00	3/02/2031		-		-		-		-
		188	(2)		187	(2)		-		162.00	3/01/2032		-		-		-		-
Johannes Bacher(5)		48			-			-		14,736.00	6/16/2026		112		470.40		-		-
		20			-			-		1,712.00	6/16/2026		1,000		4,200.00		-		-
		853	(1)		197	(1)		-		424.00	9/29/2030		-		-		-		-
		213			-			-		382.00	3/02/2031		-		-		-		-
		113	(2)		112	(2)		-		162.00	3/01/2032		-		-		-		-
Albert Weber(6)		459	(1)		591	(1)		-		216.00	1/02/2032		1,000		4,200.00		-		-

The Board annually elects from its members the Audit and Compensation Committees. The Board may also from time to time appoint ad hoc committees. Currently, the Board has not appointed a Nominating and Corporate Governance Committee. The Board believes the nominating and corporate governance responsibilities are best handled at this time by the full Board given its size.

(1)	The vesting schedule is vesting over four years with twenty-five percent (25%) vesting on the first anniversary of the date of grant and six and one-quarter percent (6.25%) vesting on the last day of each fiscal quarter over the next three years.
(2)	The vesting schedule is vesting over two years with fifty percent (50%) vesting on the first anniversary of the date of grant and fifty percent (50%) vesting on the second anniversary of the date of grant.
(3)	Calculated based on the closing price of the common stock on the Nasdaq Capital Market on December 29, 2023 (the last trading day of 2023) of $4.20 per share.

The Board encourages all directors to attend the Company’s annual meeting of stockholders.

36Each of the standing Committees of the Board operates pursuant to a written Committee Charter. Copies of these Charters can be obtained free of charge from the Corporate Governance portion of the Investors section of the Company’s website, www.opgen.com.

~~(4)~~Director Mr. Schacht’s awards on July 1, 2016 (48 shares) and July 1, 2019 (28 shares) were Curetis ESOP shares assumed by OpGen as part of OpGen’s business combination with Curetis N.V. in April 2020. These awards vested over three years with thirty three percent (33%) vesting on the first anniversary of the date of grant and one twenty-fourth (4.2%) vesting monthly over the following two years. Mr. Schacht was granted stock option awards on September 30, 2020 (3,150) which vest over four years with twenty-five percent (25%) vesting on the first anniversary of the date of grant and six and one-quarter percent (6.25%) vesting on the quarterly anniversary of the first vesting date thereafter over the next three years. Mr. Schacht was granted stock option awards on March 3, 2021 (388) which vest over two years with fifty percent (50%) vesting annually. Mr. Schacht was granted restricted stock units on March 3, 2021 (388) which vest over two years with fifty percent (50%) vesting annually. Mr. Schacht was granted stock option awards on March 2, 2022 (375) which vest over two years with fifty percent (50%) vesting annually. Mr. Schacht was granted restricted stock units on March 2, 2022 (375) which vest over two years with fifty percent (50%) vesting annually, though the second fifty percent (50%) is not exercisable until December 31, 2024. Mr. Schacht was granted restricted stock units on March 2, 2023 (1,000) which vest over two years with fifty percent (50%) vesting annually, though the first fifty percent (50%) is not exercisable until December 31, 2024. Mr. Schacht received his 2021 non-equity incentive cash performance bonus in the form of restricted stock units on March 31, 2022 (1,247), which vested on March 31, 2023.Independence

(5)

Mr. Bacher’s awards on July 1, 2016 (48 shares) and July 1, 2019 (20 shares) were Curetis ESOP shares assumed by OpGen as part of OpGen’s business combination with Curetis N.V. in April 2020. These awards vested over three years with thirty three percent (33%) vesting on the first anniversary of the date of grant and one twenty-fourth percent (4.2%) vesting monthly over the following two years. Mr. Bacher was granted stock option awards on September 30, 2020 (1,050) which vest over four years with twenty-five percent (25%) vesting on the first anniversary of the date of grant and six and one-quarter percent (6.25%) vesting on the quarterly anniversary of the first vesting date thereafter over the next three years. Mr. Bacher was granted stock option awards on March 3, 2021 (213), which vest over two years with fifty percent (50%) vesting annually. Mr. Bacher was granted restricted stock units on March 3, 2021 (213) which vest over two years with fifty percent (50%) vesting annually. Mr. Bacher was granted stock option awards on March 2, 2022 (225) which vest over two years with fifty percent (50%) vesting annually. Mr. Bacher was granted restricted stock units on March 2, 2022 (225) which vest over two years with fifty percent (50%) vesting annually, though the second fifty percent (50%) is not exercisable until December 31, 2024. Mr. Bacher was granted restricted stock units on March 2, 2023 (1,000) which vest over two years with fifty percent (50%) vesting annually, though the first fifty percent (50%) is not exercisable until December 31, 2024. Mr. Bacher received his 2021 bonus in the form of restricted stock units on March 31, 2022 (644), which vested on March 31, 2023.

(6)

Mr. Weber was granted stock option awards on January 3, 2022 (1,050), which vest over four years with twenty-five percent (25%) vesting on the first anniversary of the date of grant and six and one-quarter percent (6.25%) vesting on the last day of each fiscal quarter over the next three years. Mr. Weber was granted restricted stock units on March 2, 2023 (1,000) which vest over two years with fifty percent (50%) vesting annually, though the first fifty percent (50%) is not exercisable until December 31, 2024.

An “independent director” is defined generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that, upon their appointments, Messrs. Chua and Lim will be “independent” directors as defined in the applicable Nasdaq listing standards and applicable SEC rules. Our independent directors will conduct regularly scheduled meetings at which only independent directors are present.

37While Nasdaq listing standards generally require that a majority of the Board be independent, under NASDAQ Rule 4350(c), a controlled company (as defined by Nasdaq listing standards) is exempt from certain independent director requirements set forth in this rule. Following the Company’s special meeting of stockholders on May 9, 2024, the Company became a controlled company and may rely on such exemption.

~~Director~~Audit ~~Compensation~~Committee

~~Prior~~The tocurrent ~~the~~members ~~initial closing~~ of ~~the March 2024 Private Placement,~~ our ~~Board~~audit ofcommittee ~~Directors~~are: ~~adopted~~Lim aZhao ~~non-employee~~Qi ~~director~~Ken ~~compensation~~(Chair) ~~plan providing for certain cash~~ and ~~equity~~Chua ~~compensation~~Kok toHoe ~~be provided to the Company’s non-employee directors for their service on the Board and its committees~~Victor. ~~Pursuant~~Each tomember ~~such plan, each non-employee director received an annual cash retainer~~ of ~~$25,000, or, with respect to~~ the ~~Chairman~~audit ofcommittee ~~the~~is ~~Board,~~expected ~~$75,000,~~to ~~plus~~be ~~additional~~financially ~~annual cash compensation for the Board and committee chairs ($15~~literate,~~000~~ ~~for Audit Committee~~ and ~~$12,000~~Mr. Lim ~~for~~qualifies ~~Compensation~~as ~~Committee)~~an ~~and~~“audit ~~for~~ committee ~~members~~financial ~~($7,000~~expert” ~~for~~as ~~Audit~~defined ~~Committee~~in ~~and~~applicable ~~$6,000~~SEC ~~for~~rules ~~Compensation Committee). In addition, new non-employee directors received an initial equity grant~~ and ~~each~~has ~~non-employee~~accounting ~~director~~or ~~received~~related anfinancial ~~annual~~management ~~equity grant~~expertise. ~~Under~~We ~~such~~have ~~program,~~adopted ~~each non-employee director received~~ an ~~initial~~audit ~~grant~~committee ofcharter ~~between~~that ~~1,500~~details ~~and~~the ~~3,000~~purposes ~~restricted stock units~~ and anresponsibilities ~~annual grant to non-employee directors~~ of ~~1,500 restricted stock units. All such awards are made under~~ the ~~Company’s 2015 Equity Incentive Plan. For a portion of 2023~~committee, consistent with the Company’s cash management efforts, the Company reduced its director compensation plan by forty percent (40%). Mr. Schacht did not receive additional compensation for his service on the Board. See “Summary Compensation Table” for his 2023 compensation.including:

~~Following the initial closing of the March 2024 Private Placement, the Company entered into director agreements with each of Messrs. Ben~~-~~Tzvi,~~ ~~Lazar~~appointing, ~~McMurdo~~approving ~~and Natan. Pursuant to~~ the ~~director~~compensation ~~agreements, each director will be entitled to receive from the Company a cash fee~~ of ~~$12~~,~~500~~ ~~per~~and ~~quarter~~assessing ~~(pro-rated for any partial quarter) plus a one-time fee of $50,000 upon signing their director agreements. Such cash fees will accrue until such time as~~ the ~~Company~~independence ~~raises sufficient capital to pay the accrued but unpaid cash fees or the director elects to convert such unpaid fees into shares~~ of ~~common~~our ~~stock~~independent ofregistered ~~the~~public ~~Company.~~accounting The cash director fee would convert at a rate of $4.00 per share for each $1.00 of accrued and unpaid fee that is converted. In addition to the quarterly cash fee, under the director agreements, each director was granted 100,000 shares of restricted common stock.firm;

~~Compensation~~- ~~for~~approving ~~the~~auditing and permissible non-~~employee~~audit ~~directors~~services, ~~for~~and the ~~year~~terms ~~ended~~of ~~December 31~~such services, ~~2023~~to ~~was:~~be provided by our independent registered public accounting firm;

Name	Fees Earnedor Paid in Cash($)		Stock Awards ($) (1)		All Other Compensation($)		Total($)
Mario Crovetto(2)	$	39,433	$	932	$	-	$	40,365
R. Donald Elsey(2)	$	34,667	$	932	$	-	$	35,599
Dr. Prabhavathi Fernandes(2)	$	32,933	$	932	$	-	$	33,865
William E. Rhodes, III(2)	$	78,433	$	932	$	-	$	79,365
Yvonne Schlaeppi(2)	$	30,767	$	932	$	-	$	31,699

reviewing the audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

(1)	The “Stock Awards” column reflects the grant date fair value for all restricted stock awards granted under the 2015 Stock Options Plan during 2023. These amounts are determined in accordance with FASB Accounting Standards Codification 718 (ASC 718), without regard to any estimate of forfeiture for service vesting.
(2)	As of December 31, 2023, the non-employee directors held the following vested stock options: Rhodes (267), Crovetto (267), Elsey (250), Fernandes (267) and Schlaeppi (0).

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

38- reviewing the adequacy of our internal control over financial reporting;

establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

reviewing the Company’s periodic reports to be filed with the SEC;

recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;

overseeing our compliance with applicable legal and regulatory requirements;

reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

reviewing quarterly earnings releases, if applicable.

Compensation Committee

The current members of our compensation committee are: Chua Kok Hoe Victor (Chair) and Lim Zhao Qi Ken. We have adopted a compensation committee charter that details the purposes and responsibilities of the committee, including:

annually reviewing and recommending to our Board corporate goals and objectives, and determining the achievement thereof, relevant to the compensation of our Chief Executive Officer and other executive officers;

evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and recommending to our Board the compensation of our Chief Executive Officer;

determining, or reviewing and recommending to our Board for approval, the compensation of our other executive officers;

reviewing and establishing our overall management compensation philosophy and policy;

overseeing and administering our compensation and similar plans;

evaluating and assessing potential current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq Stock Market rules;

retaining and approving the compensation of any compensation advisors;

reviewing and approving, or reviewing and recommending to our Board for approval, our policies and procedures for the grant of equity-based awards;

determining or reviewing and making recommendations to our Board with respect to director compensation;

preparing the compensation committee report required by SEC rules to be included in our annual proxy statement;

reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K; and

reviewing and discussing with our Board corporate succession plans for the Chief Executive Officer and other key officers.

Nomination of Directors

The full Board acts to evaluate, on an annual basis, the composition of the Board and the skills, qualifications, business attributes and experience of the existing Board members. The specific process for identifying and evaluating new directors, including stockholder-recommended nominees, if any, will vary based on an assessment of the then-current needs of the Board and the Company. The Board will determine the desired profile of a new director, the competencies we are seeking, including experience in one or more areas of need, as determined by the Board. Candidates will be evaluated in light of the target criteria established by the Board.

Procedures for Nominating a Director Candidate

The Board considers nominations by stockholders who recommend candidates for election to the Board. The Board evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. A stockholder seeking to recommend a prospective candidate for the Board’s consideration may do so by writing to the Corporate Secretary c/o OpGen, Inc., 23219 Stringtown Road, Suite 300, Clarksburg, Maryland 20871.

With respect to the 2024 and 2025 Annual Meeting of Stockholders, recommendations for director candidates must be received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed and public disclosure was made. Recommendations submitted for consideration by the Board in preparation for the 2026 Annual Meeting of Stockholders must be received after the close of business on the 120th day prior to the first anniversary of the date on which notice of the 2026 Annual Meeting of Stockholders is first made available to our stockholders, and no later than the close of business on the 90th day prior to the first anniversary of the date on which such notice is first made available to our stockholders in connection with such meeting. However, if we change the date of the 2026 Annual Meeting by 30 days from the anniversary of the 2025 Annual Meeting of Stockholders, recommendations for director candidates must be received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed and public disclosure was made.

Each notice of recommendation must contain the information required under our Bylaws, including: (a) for each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to the stockholder giving the notice, (i) the name and address, as they appear on the Company’s books, of such stockholder and (ii) the class and number of shares of the Company which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the nomination is made; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the Company which are beneficially owned by such person. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Company that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

Board Leadership Structure and Role in Risk Oversight

The Board assesses this leadership structure to ensure the interests of the Company and its stockholders are best served. The Board does not currently have a lead independent director. The Board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company or other relevant factors. Currently, Mr. Tan serves as the Company’s Chairman.

The Board is responsible for providing comprehensive oversight of the Company’s risk management practices, while management is responsible for the day-to-day risk management processes. The Board receives periodic reports from management regarding the most significant risks facing the Company, including operational, financial, strategic, and compliance risks. We believe that this division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s Board leadership structure is appropriately designed to support this approach.

Board Role in Risk Management

Our Board oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our Company, our Board addresses the principal risks associated with those operations and corporate functions. This includes risks relating to financial services and regulatory matters and compliance needs of the organization. In addition, our Board reviews the risks associated with our Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each of our Board committees also oversees the management of our risks that fall within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm. The Audit Committee oversees the operation of our risk management program, including the identification of the principal risks associated with our business and periodic updates to such risks, and reports to our Board regarding these activities.

The Compensation Committee assesses the risks inherent in the annual and long-term incentive plans and their potential impact on the Company. After review, the Compensation Committee does not believe that the Company’s executive compensation practices or programs are likely to have a material adverse effect on the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors and persons who own more than 10% of the Company’s outstanding common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and any other equity securities of the Company. Directors, officers, and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the Company’s records and written representations by the persons required to file such reports, all filing requirements of Section 16(a) were satisfied with respect to the 2024 fiscal year, except the following: (i) Forms 4 for Constance Wong Poh Yin, Victor Chua Kok Hoe, Ethan Low Yu Jie, Ken Lim Zhao Qi, and Christian-Laurent Bonte were filed on December 19, 2024 for a transaction on November 6, 2024, (ii) Forms 3 for Constance Wong Poh Yin, Victor Chua Kok Hoe, Ethan Low Yu Jie, Ken Lim Zhao Qi, and Christian-Laurent Bonte were filed on December 19, 2024 for events occurring on August 9, 2024, (iii) Forms 3 and Forms 4 for Mohd Azham Azudin and Gillian Tan Rou Yee were filed on December 19, 2024 for events occurring on December 4, 2024, (iv) Form 4 for AEI Capital Ltd. was filed on December 10, 2024 for events occurring as early as August 5, 2024, (v) Form 4 for AEI Capital Ltd. was filed on October 8, 2024 for events occurring as early as August 5, 2024, and (vi) Form 3 for AEI Capital Ltd. was filed on August 28, 2024 for an event occurring on July 30, 2024.

Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the Corporate Governance section of our website, which is located at www.opgen.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Insider Trading Policies

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees. A copy of the insider trading policy is attached as an exhibit to this Annual Report.

Communications with the Board of Directors

Stockholders who want to communicate with members of the Board, including the independent directors, individually or as a group, should address their communications to the Board, the Board members or the Board committee, as the case may be, and send them to c/o Chair of the Audit Committee, OpGen, Inc., 23219 Stringtown Road, Suite 300, Clarksburg, Maryland 20871. The Chair of the Audit Committee will forward all such communications directly to such Board members. Any such communications may be made on an anonymous and confidential basis.

Besides the change in the Company’s business address, there have been no changes to the procedures by which interested parties may communicate with the Board.

Item 11. Executive Compensation

We are currently a “smaller reporting company” as defined by Item 10 of the Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to provide certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.

Awards are generally granted at regularly scheduled Compensation Committee and Board meetings around November. As a general matter, the Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. This grant timing is used to provide for a routine and regular grant practice regarding all employees, and to make sure that the existence (or lack thereof) of material non-public information is not a factor in decisions about the timing or size of option grants. Similarly, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Company has no plan that provides for the payment of a named executive officer following or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the smaller reporting company or a change in the named executive officer’s responsibilities following a change in control.

Summary Compensation Table for 2024 and 2023

Our named executive officers as of the end of 2024 are John Tan Honjian and Mohd Azham Azudin, and our named executive officers who served at various points during 2024 are David Lazar, our former Chief Executive Officer, Oliver Schacht, Ph.D., our former Chief Executive Officer, Albert Weber, our former Chief Financial Officer, and Johannes Bacher, our former Chief Operating Officer. The table below provides disclosure for the years ended December 31, 2024 and 2023 for our named executive officers. In connection with the transactions contemplated by the March 2024 Private Placement, in March 2024, each of Messrs. Schacht, Weber and Bacher resigned as officers of the Company, and Mr. Lazar was appointed as our Chief Executive Officer. In connection with the July 2024 transaction whereby Mr. Lazar sold his shares of Series E Preferred Stock together with his rights to purchase the additional shares of Series E Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd, Mr. Lazar resigned as CEO, Chairman and Director of the Company, effective August 2, 2024, and John Tan Honjian was appointed to CEO, Chairman and Director of the Company. Mr. Lazar currently maintains a role as President.

Named Executive Officer and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards (1) ($)		Option Awards (1) ($)		Non-Equity Incentive Plan Compensation (2)(3) ($)		All Other Compensation ($)			Total ($)
John Tan Honjian⁽⁴⁾	2024	$	-	$	-	$	-	$	-	$	-	$	-		$	-
Chief Executive Officer

Mohd Azham Azudin	2024	$	-	$	-	$	50,000	$	-	$	-	$	-		$	50,000
Chief Operating Officer

David Lazar	2024	$	135,333	$	135,333	$	1,005,979	$	-	$	-	$	127,640	⁽⁵⁾	$	1,404,285
Chief Executive Officer

Oliver Schacht, Ph.D.	2024	$	115,018	$	-	$	100,002	$	-	$	-	$	23,593	⁽⁶⁾	$	238,613
Chief Executive Officer	2023	$	353,484	$	-	$	11,000	$	-	$	-	$	-		$	364,484

Albert Weber	2024	$	64,300	$	-	$	-	$	-	$	-	$	-		$	64,300
Chief Financial Officer	2023	$	244,200	$	-	$	11,000	$	-	$	-	$	15,900	⁽⁷⁾	$	271,100

Johannes Bacher	2024	$	64,300	$	-	$	-	$	-	$	-	$	-		$	64,300
Chief Operating Officer	2023	$	244,200	$	-	$	11,000	$	-	$	-	$	-		$	255,200

(1)

The “Stock Awards” column reflects the grant date fair value for all restricted stock units awarded under the Amended and Restated 2015 Incentive Plan (the “Plan”) during 2024 and 2023, respectively. The “Option Awards” column reflects the grant date fair value for all stock option awards granted under the 2015 and 2022 Incentive Plans during 2024 and 2023, respectively. These amounts are determined in accordance with FASB Accounting Standards Codification 718 (ASC 718), without regard to any estimate of forfeiture for service vesting. Assumptions used in the calculation of the amounts in these columns for 2024 and 2023 are included in a footnote to the Company’s consolidated audited financial statements for the years ended December 31, 2024 and 2023.

(2)	Represents annual incentive bonuses paid under an annual performance-based cash incentive plan. Corporate performance goals are established by the Compensation Committee for each year. The incentive bonuses are determined by the Compensation Committee based on the achievement of corporate performance goals. The Compensation Committee determined not to grant any such bonuses to the named executed officers for the fiscal year ended December 31, 2023.
(3)	The named executive officers were eligible to receive performance-based cash bonuses for the fiscal year ended December 31, 2023. The Compensation Committee determined not to grant any such bonuses to the named executed officers for the fiscal year ended December 31, 2023.
(4)	Mr. John Tan Honjian is the ultimate beneficial owner of AEI Capital Ltd., the controlling shareholder of OpGen, Inc. As a result, he is not compensated directly for his position at OpGen, Inc.
(5)	Mr. Lazar’s “All Other Compensation” for 2024 represents reimbursement for healthcare expenses incurred by Mr. Lazar in 2024 ($7.9 thousand), Board of Director fees earned by Mr. Lazar in 2024 ($67.6 thousand), and reimbursement for legal fees paid by Mr. Lazar on behalf of the Company ($52.1 thousand).
(6)	Mr. Schacht’s “All Other Compensation” for 2024 represents his payout for accrued paid time off upon his termination in 2024.
(7)	Mr. Weber’s “All Other Compensation” for 2023 represents reimbursement for commuting expenses incurred by Mr. Weber in 2023 for travel to the Company’s offices in Germany.

Agreements with Our Named Executive Officers

Prior to the initial closing of the March 2024 Private Placement in March 2024, the Company was party to an Executive Employment Agreement with Oliver Schacht, Ph.D., the Company’s Chief Executive Officer. Mr. Schacht’s employment agreement provided that Mr. Schacht would receive an annual base salary of $408,000 per year and he will be eligible to receive an annual bonus of up to $285,600, or seventy percent (70%) of the base salary. The annual bonus opportunity was based on key performance metrics established by the Board of the Company. Mr. Schacht was also entitled to participate in the Company’s standard equity incentive and benefits plans. In connection with certain cash management initiatives, the Company temporarily reduced Mr. Schacht’s compensation under his employment agreement to $244,800 in September 2023, which was subsequently increased to $300,000 in January 2024.

In connection with the transactions contemplated by the March 2024 Private Placement, Mr. Schacht resigned at the Initial Closing, and the Company and Mr. Schacht entered into a new employment agreement that superseded his existing employment agreement and pursuant to which Mr. Schacht would continue as an employee for a transition period.

Prior to January 2024, the Company’s subsidiary, Curetis GmbH, was party to employment agreements with each of Mr. Bacher and Mr. Weber. Mr. Bacher’s employment agreement provided that Mr. Bacher would receive a base salary of $300,000 per year and would be eligible to receive an annual bonus of up to forty-five percent (45%) of the base salary. The annual bonus opportunity was based on key performance metrics established by the Board and the Compensation Committee. Mr. Bacher was also entitled to participate in the Company’s 2015 Equity Incentive Plan. In connection with certain cash management initiatives, the Company temporarily reduced Mr. Bacher’s compensation under his employment agreement to $180,000 in September 2023.

Mr. Weber’s employment agreement provided that Mr. Weber would receive a base salary of $300,000 per year and would be eligible to receive an annual bonus of up to forty-five percent (45%) of the base salary. The annual bonus opportunity was based on key performance metrics established by the Board and the Compensation Committee. Mr. Weber was also entitled to participate in the Company’s 2015 Equity Incentive Plan. In connection with certain cash management initiatives, the Company temporarily reduced Mr. Weber’s compensation under his employment agreement to $180,000 in September 2023.

Following January 2024, as a result of Curetis GmbH’s, the Company’s subsidiary, insolvency proceedings, the Company entered into consulting agreements with each of Mr. Bacher and Mr. Weber to ensure that they would continue to be compensated at the same rates as under their employment agreements while they continue to serve as officers of the Company. Following the initial closing of the March 2024 Private Placement, Mr. Bacher and Mr. Weber resigned as officers of the Company, and their consulting agreements terminated in April 2024.

In conjunction with Mr. Lazar’s resignation as CEO, Chairman and Director of the Company, effective August 2, 2024, on August 2, 2024, the Board appointed John Tan Honjian as Chief Executive Officer, Chairman and Director of the Company.

Outstanding Equity Awards at Fiscal Year-End Table

The following table shows the outstanding equity awards held by the named executive officers as of December 31, 2024.

OPTION AWARDS										STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price ($)		Option Expiration Date	Number of Shares of Stock that have not Vested		Market Value of Shares of Stock that have not Vested ($) (1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($) (1)
Mohd Azham Azudin⁽²⁾		-		-		-		-	-		31,250	$	18,594		-		-

(1)	Calculated based on the closing price of the common stock on the Nasdaq Capital Market on December 31, 2024 (the last trading day of 2024) of $0.595 per share.
(2)	Mr. Mohd Azham Azudin was granted restricted stock units on December 4, 2024 (31,250) which vest over one year, but the awards will not be issued or vest until the Company’s stockholders approve the Company’s new equity incentive plan, which the Company plans to propose at the upcoming Annual Meeting of stockholders.

Director Compensation

Prior to the initial closing of the March 2024 Private Placement, our Board of Directors adopted a non-employee director compensation plan providing for certain cash and equity compensation to be provided to the Company’s non-employee directors for their service on the Board and its committees. Pursuant to such plan, each non-employee director received an annual cash retainer of $25,000, or, with respect to the Chairman of the Board, $75,000, plus additional annual cash compensation for the Board and committee chairs ($15,000 for Audit Committee and $12,000 for Compensation Committee) and for committee members ($7,000 for Audit Committee and $6,000 for Compensation Committee). In addition, new non-employee directors received an initial equity grant and each non-employee director received an annual equity grant. Under such program, each non-employee director received an initial grant of between 1,500 and 3,000 restricted stock units and an annual grant to non-employee directors of 1,500 restricted stock units. All such awards are made under the Company’s 2015 Equity Incentive Plan. Consistent with the Company’s cash management efforts, the Company reduced its director compensation plan by forty percent (40%). Mr. Schacht did not receive additional compensation for his service on the Board. See “Summary Compensation Table” for his 2024 compensation.

Following the initial closing of the March 2024 Private Placement, the Company entered into director agreements with each of Messrs. Ben-Tzvi, Lazar, McMurdo and Natan. Pursuant to the director agreements, each director will be entitled to receive from the Company a cash fee of $12,500 per quarter (pro-rated for any partial quarter) plus a one-time fee of $50,000 upon signing their director agreements. Such cash fees will accrue until such time as the Company raises sufficient capital to pay the accrued but unpaid cash fees or the director elects to convert such unpaid fees into shares of common stock of the Company. The cash director fee would convert at a rate of $4.00 per share for each $1.00 of accrued and unpaid fee that is converted. In addition to the quarterly cash fee, under the director agreements, each director was granted 10,000 shares of restricted common stock.

On August 9, 2024, following the transaction pursuant to which Mr. Lazar sold his shares of Series E Preferred Stock together with his rights to purchase the additional shares of Series E Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd., the Company’s Board of Directors (the “Board”) voted to appoint Christian-Laurent Bonte, Victor Chua Kok Hoe, Ken Lim Zhao Qi, Ethan Low Yu Jie and Constance Wong Poh Yin as directors of the Company. Pursuant to the director agreements, each director will be entitled to receive from the Company restricted stock units having a value of $50,000, but the awards will not be issued or vest until the Company’s stockholders approve the Company’s new equity incentive plan, which the Company plans to propose at the upcoming Annual Meeting of stockholders. All such awards are made under the Company’s 2015 Equity Incentive Plan. Mr. John Tan Honjian did not receive compensation for his service on the Board. See “Summary Compensation Table” for his 2024 compensation. On July 17, 2025, Mr. Christian-Laurent Benoit Bonte stepped down as a director in connection with his appointment as the Head of the Digital Investment Banking Arm of CapForce.

Compensation for the non-employee directors for the year ended December 31, 2024 was:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		All Other Compensation ($)		Total ($)
Mario Crovetto	$	6,385	$	-	$	-	$	6,385
R. Donald Elsey	$	5,613	$	-	$	-	$	5,613
Dr. Prabhavathi Fernandes	$	5,332	$	-	$	-	$	5,332
William E. Rhodes, III	$	12,699	$	-	$	-	$	12,699
Yvonne Schlaeppi	$	4,981	$	-	$	-	$	4,981
David Lazar	$	67,608	$	71,000	$	-	$	138,608
Avraham Ben-Tzvi	$	66,667	$	71,000	$	-	$	137,667
Matthew McMurdo	$	66,667	$	71,000	$	-	$	137,667
David Natan	$	66,667	$	71,000	$	-	$	137,667
Ken Lim Zhao Qi	$	-	$	49,999	$	-	$	49,999
Ethan Low Yu Jie	$	-	$	49,999	$	-	$	49,999
Constance Wong Poh Yin	$	-	$	49,999	$	-	$	49,999
Victor Chua Kok Hoe	$	-	$	49,999	$	-	$	49,999
Christian-Laurent Benoit Bonte	$	-	$	49,999	$	-	$	49,999

(1)

The “Stock Awards” column reflects the grant date fair value for all restricted stock awards granted under the 2015 Stock Options Plan during 2024. These amounts are determined in accordance with FASB Accounting Standards Codification 718 (ASC 718), without regard to any estimate of forfeiture for service vesting.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The number of shares of the Company’s Common Stock outstanding at the close of business on ~~April~~July 1525, ~~2024~~2025 was 110,~~262~~071,~~491~~293 shares. In addition, as of ~~April~~July 1525, ~~2024~~2025, there were 250 shares of Series D Preferred Stock outstanding ~~and 400,000 shares of Series E Preferred Stock outstanding~~. Each share of Series D Preferred Stock is convertible into 244.40 shares of Common Stock, ~~and each share of Series E Preferred Stock is convertible into 2.40 shares of Common Stock, in each case,~~ subject to applicable ownership limitations that restrict a holder’s ability to convert in excess of designated percentages. The following table sets forth the beneficial ownership of the Company’s common stock, as of ~~April~~July 1525, ~~2024~~2025, by each Company director and executive officer, and by all directors and executive officers as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options and warrants currently exercisable or exercisable within 60 days after ~~April~~July 1525, ~~2024~~2025 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. To the knowledge of the directors and executive officers of the Company, as of ~~April~~July 1525, ~~2024~~2025, there are no persons and/or companies who or which beneficially own, directly or indirectly, shares representing more than 5% of the voting rights attached to all outstanding shares of the Company, other than as set forth below. Unless otherwise indicated, the address of each beneficial owner listed below is c/o OpGen, Inc., ~~9717~~23219 ~~Key~~Stringtown ~~West Ave~~Road, Suite ~~100~~300, ~~Rockville~~Clarksburg, MDMaryland, ~~20850~~20871.

Name and Address of Beneficial Owner	Number ofShares ofcommon stock		Percentage BeneficiallyOwned
5% Stockholders
David Lazar(1)		970,000		42.48	%
AEI Capital Ltd.(1)(2)		7,645,603		75.91	%
TG Investments Ltd.(1)		633,506		6.29	%
Directors and Officers
David Lazar(1)		970,000		42.48	%
John Tan Honjian		0		0	%
Avraham Ben-Tzvi(2)		10,000		*
Mohd Azham Azudin		0		0	%
Matthew McMurdo(3)		10,000		*
Ken Lim Zhao Qi		0		0	%
David Natan(4)		10,000		*
Ethan Low Yu Jie		0		0	%
All directors and officers as a group (4 persons)		1,000,000		43.80	%
Constance Wong Poh Yin		0		0	%
Victor Chua Kok Hoe		0		0	%
All directors and officers as a group (6 persons)		0		0	%

* Less than one percent of shares outstanding.

(1)	Consists entirely of shares of common stock.
(2)	Pursuant to a Schedule 13-D filed by AEI Capital Ltd. on October 24, 2024, although the shares of common stock are held by AEI Capital Ltd., Mr. Tan is a director, chief executive officer, and the ultimate beneficial owner of AEI Capital Ltd. As a result, Mr. Tan shares beneficial ownership of the securities held by AEI Capital Ltd.

(1)	Consists of: (i) 400,000 shares of Series E Preferred Stock; and (ii) 10,000 shares of restricted stock that were issued upon Mr. Lazar’s appointment to the Board. Each share of Series E Preferred Stock converts into 2.40 shares of Common Stock; provided, that Mr. Lazar may not vote shares of Series E Preferred Stock representing, or convert shares of Series E Preferred Stock that would result in, Mr. Lazar or his transferees voting or holding, in excess of the Ownership Limitation.
(2)	Consists of 10,000 shares of restricted stock that were issued upon Mr. Ben-Tzvi’s appointment to the Board.
(3)	Consists of 10,000 shares of restricted stock that were issued upon Mr. McMurdo’s appointment to the Board.
(4)	Consists of 10,000 shares of restricted stock that were issued upon Mr. Natan’s appointment to the Board.

Change of Control

As disclosed above, in March 2024, the Company entered into the March 2024 Purchase Agreement with Mr. Lazar, pursuant to which the Company agreed to sell 3,000,000 shares of Series E Preferred Stock to Mr. Lazar at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. On March 25, 2024, Mr. Lazar paid $200,000 at the initial closing of the transactions under the March 2024 Purchase Agreement in exchange for 200,000 shares of Series E Preferred Stock. Mr. Lazar subsequently paid $200,000 and $150,000 on April 5, 2024 and April 23, 2024, respectively, in exchange for an additional 350,000 shares of Series E Preferred Stock. In July 2024, Mr. Lazar isconsummated ~~expected~~a totransaction ~~fund~~pursuant ~~the~~to ~~remaining $2.45 million in early June 2024, at~~ which ~~time~~ he ~~will~~sold ~~receive~~his ~~the~~550,000 ~~remaining 2.45 million~~ shares of Series E Preferred Stock ~~for~~together anwith ~~aggregate~~his ofrights ~~3.0~~to ~~million~~purchase the additional 2,450,000 shares of Series E Preferred Stock. ~~Each~~under ~~share~~the ofMarch 2024 ~~Series~~Purchase EAgreement ~~Preferred~~to ~~Stock~~AEI isCapital ~~convertible~~Ltd. inSubsequently, 2AEI Capital Ltd.4 ~~shares~~paid ofthe ~~common~~Company ~~stock~~$2.45 ~~Accordingly,~~million ~~following~~in ~~the~~August 2024 ~~final~~in ~~closing,~~exchange ~~upon~~for ~~conversion~~the ofremaining ~~all~~2,450,000 ~~his~~ shares of Series E Preferred Stock, ~~Mr. Lazar~~under ~~will~~the beterms ~~entitled~~of tothe ~~receive~~March 2024 7Purchase Agreement.2 ~~million~~All 3,000,000 shares of ~~common~~Series ~~stock,~~E ~~which~~Preferred ~~would~~Stock ~~represent~~were ~~approximately~~subsequently ~~85%~~converted ofinto ~~the~~7,200,000 ~~total outstanding~~ shares of the Company’s common stock ofin ~~the Company~~August 2024.

Equity Compensation Plan Information

The following table shows, as of December 31, ~~2023~~2024, the Company’s equity compensation plans under which the Company’s equity securities are authorized for issuance:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted average exercise price of outstanding options, warrants and rights (2)

Number of securities remaining available for future issuance (3)

Equity compensation plans approved by security holders

1,~~112~~283,~~417~~085

2010.9782

~~11,852~~-

Equity compensation plans not approved by security holders

~~1,050~~-

~~216.00~~-

Total

1,~~113~~283,~~467~~085

2110.1582

~~11,852~~-

	(1)	Includes 8190,~~326~~237 outstanding restricted stock units for which there is no exercise price, of which 189,730 awards will not be issued or vest until the Company’s stockholders approve the Company’s new equity incentive plan, which the Company plans to propose at the upcoming Annual Meeting of stockholders.
	(2)	Includes the weighted-average exercise price of stock options and warrants only.
	(3)	Does not include 48402,~~057~~831 shares of common stock that became available under the 2015 Plan on January 1, ~~2024~~2025 as a result of the evergreen provision of the plan.

2008 Plan

Our 2008 Stock Option and Restricted Stock Plan, as amended, or 2008 Plan, was approved by our Board and stockholders in April 2008; subsequent increases in the number of shares available for awards under the 2008 Plan were approved by our Board and stockholders in January 2009, February 2011, March 2012, December 2012, April 2014 and October 2014. AsFollowing ofour ~~December 31,~~2015 ~~2022~~Equity Incentive Plan, aor ~~total~~2015 ofPlan, ~~290~~becoming ~~shares~~effective, ofno ~~our~~further ~~common~~grants ~~stock~~have ~~are~~been ~~reserved~~or ~~for~~will ~~issuance~~be made under ~~the~~our 2008 Plan.

The 2008 Plan provided for the grant of stock options and restricted stock awards. The Compensation Committee determined the time or times at which a stock option will vest or become exercisable and the terms on which such option will remain exercisable. The Compensation Committee determined the conditions and restrictions and purchase price, if any, for grants or sales or restricted stock to plan participants. The Compensation Committee may also at any time accelerate the vesting or exercisability of an award.

Under the 2008 Plan, in the event of any dissolution or liquidation of the Company, the sale of all or substantially all of the Company’s assets, or the merger or consolidation of the Company where the Company is not the surviving entity or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock, the Compensation Committee may: (a) provide for the assumption or substitution of some or all of the outstanding awards; (b) provide for a cash-out payment; or (c) in the case there is no assumption, substitution or cash-out, provide that all awards not exercised or awards providing for the future delivery of common stock will terminate upon the closing of the transaction.

Following our 2015 Equity Incentive Plan, or 2015 Plan, becoming effective, no further grants have been or will be made under our 2008 Plan.

2015 Plan

The 2015 Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provides for grants of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants. The 2015 Plan was amended by the Compensation Committee in February 2017 to revise the provisions with respect to net settlement of awards in response to ~~change~~changes in regulations, and to establish standard periods for exercise of vested stock options following termination of service events.

Administration. The Compensation Committee administers the 2015 Plan, including the determination of the recipient of an award, the number of shares or amount of cash subject to each award, whether an option is to be classified as an incentive stock option or non-qualified stock option, and the terms and conditions of each award, including the exercise and purchase prices and the vesting and duration of the award. Our Board may appoint one or more separate committees of our Board, each consisting of one or more members of our Board, to administer our 2015 Plan with respect to employees who are not subject to Section 16 of the Exchange Act. Subject to applicable law, our Board may also authorize one or more officers to designate employees, other than employees who are subject to Section 16 of the Exchange Act, to receive awards under our 2015 Plan and/or determine the number of such awards to be received by such employees subject to limits specified by our Board.

Authorized shares. Under our 2015 Plan, the aggregate number of shares of our common stock authorized for issuance may not exceed (1) 271 plus (2) the sum of the number of shares subject to outstanding awards under the 2008 Plan as of the 2015 Plan’s effective date that are subsequently forfeited or terminated for any reason before being exercised or settled, plus the number of shares subject to vesting restrictions under the 2008 Plan on the 2015 Plan’s effective date that are subsequently forfeited. In addition, the number of shares that have been authorized for issuance under the 2015 Plan are automatically increased on the first day of each fiscal year beginning on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to the lesser of (i) 4% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, and (ii) another lesser amount determined by our Board. As of December 31, 2023, 11,852 shares remain available for future awards under the 2015 Plan.42

Authorized shares. Under our 2015 Plan, the aggregate number of shares of our common stock authorized for issuance may not exceed (1) 271 plus (2) the sum of the number of shares subject to outstanding awards under the 2008 Plan as of the 2015 Plan’s effective date that are subsequently forfeited or terminated for any reason before being exercised or settled, plus the number of shares subject to vesting restrictions under the 2008 Plan on the 2015 Plan’s effective date that are subsequently forfeited. In addition, the number of shares that have been authorized for issuance under the 2015 Plan were automatically increased on the first day of each fiscal year beginning on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to the lesser of (i) 4% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, and (ii) another lesser amount determined by our Board. As of December 31, 2024, no shares remain available for future awards under the 2015 Plan.

Shares subject to awards granted under the 2015 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2015 Plan. However, shares that have actually been issued shall not again become available unless forfeited. No more than 800 shares may be delivered upon the exercise of incentive stock options granted under the 2015 Plan.

Types of Awards

Stock options. A stock option is the right to purchase a certain number of shares of stock, at a certain exercise price, in the future. Under our 2015 Plan, incentive stock options and non-qualified stock options must be granted with an exercise price of at least 100% of the fair market value of our common stock on the date of grant. Incentive stock options granted to any holder of more than 10% of our voting shares must have an exercise price of at least 110% of the fair market value of our common stock on the date of grant. The stock option agreement specifies the date when all or any installment of the option is to become exercisable. Payment of the exercise price may be made in cash or, if provided for in the stock option agreement evidencing the award, (1) by surrendering, or attesting to the ownership of, shares ~~which~~that have already been owned by the optionee, (2) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to us in payment of the aggregate exercise price, (3) by a “net exercise” arrangement, or (4) by any other form that is consistent with applicable laws, regulations and rules.

Restricted stock. Restricted stock is a share award that may be subject to vesting conditioned upon continued service, the achievement of performance objectives or the satisfaction of any other condition as specified in a restricted stock agreement. Participants who are granted restricted stock awards generally have all of the rights of a stockholder with respect to such stock, other than the right to transfer such stock prior to vesting.

Restricted stock units. Restricted stock units give recipients the right to acquire a specified number of shares of stock at a future date upon the satisfaction of certain conditions, including any vesting arrangement, established by our Compensation Committee and as set forth in a restricted stock unit agreement. Unlike restricted stock, the stock underlying restricted stock units will not be issued until the restricted stock units have vested and are settled, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled.

Dividend equivalents. At our Compensation Committee’s discretion, performance-based restricted stock or restricted stock unit awards may provide for the right to dividend equivalents. Subject to the terms of the 2015 Plan, our Compensation Committee will determine the terms and conditions of any stock unit award, which will be set forth in a stock unit agreement to be entered into between us and each recipient.

Stock appreciation rights. Stock appreciation rights typically will provide for payments to the recipient based upon increases in the price of our common stock over the exercise price of the stock appreciation right. The exercise price of a stock appreciation right will be determined by our Compensation Committee, which shall not be less than the fair market value of our common stock on the date of grant. Our Compensation Committee may elect to pay stock appreciation rights in cash or in common stock or in a combination of cash and common stock.

Performance-based awards. Awards under our 2015 Plan may be made subject to the attainment of performance goals.

Other Plan Features

No Transfer. Unless the agreement evidencing an award expressly provides otherwise, no award granted under the 2015 Plan may be transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to shares issued under such award), other than by will or the laws of descent and distribution, provided, however, that an incentive stock option may be transferred or assigned only to the extent consistent with Section 422 of the Code.

Adjustments. In the event of a recapitalization, stock split or similar capital transaction, our Compensation Committee will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2015 Plan, the limitations regarding the total number of shares underlying awards given to an individual participant in any calendar year, the number of shares that can be issued as incentive stock options, the number of shares subject to outstanding awards and the exercise price under each outstanding option or stock appreciation right.

Change in Control. If we are involved in a merger or other reorganization, outstanding awards will be subject to the agreement of merger or reorganization. Such agreement will provide for (1) the continuation of the outstanding awards by us if we are the surviving corporation, (2) the assumption or substitution of the outstanding awards by the surviving corporation or its parent or subsidiary, (3) immediate vesting, exercisability and settlement of the outstanding awards followed by their cancellation, or (4) settlement of the intrinsic value of the outstanding awards (whether or not vested or exercisable) in cash, cash equivalents, or equity (including cash or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such award or the underlying shares) followed by cancellation of such awards.

Termination or Amendment. Our Board may amend or terminate the 2015 Plan at any time, subject to stockholder approval where required by applicable law. Any amendment or termination may not materially impair the rights of holders of outstanding awards without their consent. No incentive stock option may be granted after the tenth anniversary of the date the 2015 Plan was adopted by our Board.

Effective Date. The 2015 Plan was initially adopted by our Board and subsequently approved by our stockholders in April 2015. The 2015 Plan became effective on May 4, 2015. Awards may be granted under the 2015 Plan until April 1, 2025.

Amended and Restated Stock Option Plan

In connection with the consummation of the Company’s business combination transaction with Curetis N.V., on April 1, 2020, the Company assumed and adopted the 2016 Stock Option Plan, as amended, of Curetis N.V., the former parent company of Curetis GmbH. The Company assumed the 2016 Stock Option Plan as the Amended and Restated Stock Option Plan of the Company (the “A&R Plan”). In connection with the foregoing, the Company assumed all awards thereunder that were outstanding as of April 1, 2020 and converted such awards into options to purchase shares of common stock of the Company pursuant to the terms of the applicable award.

The A&R Plan provides for the grant of stock options, which are the right to purchase a certain number of shares of stock, at a certain exercise price, in the future. The stock option agreement specifies the date when all or any installment of the option is to become exercisable. The Compensation Committee administers the A&R Plan, including taking all actions required or advisable for the administration and proper implementation of the A&R Plan; interpreting the A&R Plan unless specifically provided otherwise in the A&R Plan; and making all other decisions necessary or advisable tofor ~~enable~~its ~~the~~ administration ~~and proper implementation of the A&R Plan~~. Under the A&R Plan, the aggregate number of shares of our common stock authorized for issuance shall not exceed 677. Following the assumption of the A&R Plan, no further grants have been or will be made under the A&R Plan.

Under the A&R Plan, in the event of a “change in control”, as defined in the A&R Plan, all the outstanding options will vest fully at the date of the change in control. However, in the event of a change in control due to a sale, merger, sale of substantially all of the assets or consolidation of the Company, all the outstanding options will be addressed in the applicable acquisition agreement. Such agreement may at the sole discretion of the Compensation Committee and without the approval or the advice of the optionees being required, provide the following: (1) the continuation of the outstanding options by the Company (if the Company is the company that continues to exist); (2) the take-over of the A&R Plan and the outstanding options by the acquiring company or the company that continues to exist, or its parent company; (3) the replacement of the outstanding options by new option rights with conditions that are equivalent to the conditions of the outstanding options by the acquiring company or the company that continues to exist, or its parent company; or (4) the cancellation of each outstanding option in return for payment to the optionee of an amount per option equal to the difference between the fair market value of the common stock of the Company at the time of the closing under the purchase, merger, or consolidation agreement less the option price.44

Under the A&R Plan, in the event of a “change in control”, as defined in the A&R Plan, all the outstanding options will vest fully at the date of the change in control. However, in the event of a change in control due to a sale, merger, sale of substantially all of the assets or consolidation of the Company, all the outstanding options will be addressed in the applicable acquisition agreement. Such agreement may at the sole discretion of the Compensation Committee and without requiring the approval or advice of the optionees, provide the following: (1) the continuation of the outstanding options by the Company (if the Company is the company that continues to exist); (2) the take-over of the A&R Plan and the outstanding options by the acquiring company or the company that continues to exist, or its parent company; (3) the replacement of the outstanding options by new option rights with conditions that are equivalent to the conditions of the outstanding options by the acquiring company or the company that continues to exist, or its parent company; or (4) the cancellation of each outstanding option in return for payment to the optionee of an amount per option equal to the difference between the fair market value of the common stock of the Company at the time of the closing under the purchase, merger, or consolidation agreement less the option price.

Except as expressly provided for under the A&R Plan, the awards granted under the A&R Plan may not be sold, assigned, transferred, pledged, mortgaged or otherwise disposed of. The Compensation Committee and the Board may alter, amend or terminate the Plan or any part thereof at any time and from time to time, provided, however, that no such alteration or amendment shall adversely affect the rights relating to any options granted or shares acquired upon exercise of options prior to that time.

2020 Stock Options Plan

The 2020 Stock Options Plan was approved by stockholders at the 2020 Annual Meeting of Stockholders and stock options thereunder were granted on the date thereof. The 2020 Stock Options were granted with an exercise price equal to the fair market value of the common stock on the date of grant, or $424.00. No shares remain available for future awards under the 2020 Stock Options Plan. The following sets forth the principal terms of, ~~and constitutes,~~ the 2020 Stock Options Plan.

Administration. The Compensation Committee will administer the 2020 Stock Options Plan, including, determining whether, ~~for~~an option granted to a U.S. taxpayer ~~employees, an option~~ is to be classified as an incentive stock option or non-qualified stock option.

Authorized shares. The aggregate number of shares of our common stock authorized for issuance under the 2020 Stock Options Plan is 6,500 ~~shares of common stock~~. Shares subject to awards granted under the 2020 Stock Options Plan that are forfeited or terminated before being exercised will not be available for re-issuance under the 2020 Stock Options Plan. No more than 2,500 shares may be delivered upon the exercise of incentive stock options granted under the 2020 Stock Options Plan.

Stock options. A stock option is the right to purchase a certain number of shares of stock, at a certain exercise price, in the future. Under our 2020 Stock Options Plan, incentive stock options and non-qualified options ~~must~~were required to be granted with an exercise price of at least 100% of the fair market value of our common stock on the date of grant. Incentive stock options granted to any holder of more than 10% of our voting shares must have an exercise price of at least 110% of the fair market value of our common stock on the date of grant. The stock option agreement specifies the date when all or any installment of the option is to become exercisable. For non-employee directors, payment of the exercise price must be made in cash. For executive officers, payment of the exercise price may be made in cash or, if provided for in the stock option agreement evidencing the award, (1) by surrendering, or attesting to the ownership of, shares ~~which~~that have already been owned by the optionee, (2) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to us in payment of the aggregate exercise price, (3) by a “net exercise” arrangement, or (4) by any other form that is consistent with applicable laws, regulations and rules.

No Transfer. No award granted under the 2020 Stock Options Plan may be transferred in any manner, other than by will or the laws of descent and distribution, provided, however, that an incentive stock option may be transferred or assigned only to the extent consistent with Section 422 of the Code.

Adjustments. In the event of a recapitalization, stock split or similar capital transaction, the Compensation Committee will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2020 Stock Options Plan, the number of shares that can be issued as incentive stock options, the number of shares subject to outstanding awards and the exercise price under each outstanding stock option.

Termination or Amendment. The 2020 Stock Options Plan can be terminated by the Board of Directors or Compensation Committee at any time,. ~~and,~~Subject ~~subject~~ to stockholder approval where required by applicable law, ~~can~~the plan may also be amended. Any amendment or termination may not materially impair the rights of holders of outstanding awards without their consent.

Effective Date. The 2020 Stock Options Plan became effective upon approval by the stockholders at the 2020 Annual Meeting of Stockholders. The 2020 Stock Options Plan will terminate upon the expiration or termination of the last outstanding award.

Awards to Non-Employee Directors. The 2020 Stock Options granted to the members of the Board ~~have~~had a one-year vesting schedule, vesting quarterly in equal installments on the first day of each three-month period as long as the director is providing services to the Company on each such vesting date. The term of such stock options is ten (10) years after the date of grant; provided, however, that any unvested stock options will expire if the director ceases providing services to the Company, and a departing director will have ninety (90) days to exercise vested stock options after the director ceases providing services to the Company.

Awards to Executive Officers. The 2020 Stock Options granted to the executive officers ~~have~~had a four-year vesting schedule, vesting 25% on the first anniversary of the date of grant and the remaining options vesting 6.25% on the quarterly anniversary of the first vesting date for a period of three years, as long as the executive officer continues providing services to the Company on each such vesting date. The term of such stock options is ten (10) years after the date of grant; provided, however, that any unvested stock options will expire if the executive officer ceases providing services to the Company, and a departing officer will have ninety (90) days to exercise vested stock options after the executive officer ceases providing services to the Company.

2022 Inducement Plan

In connection with the appointment of the Company'’s former CFO, Mr. Weber, OpGen granted him an inducement grant of stock options to purchase an aggregate of 1,050 shares of OpGen’s common stock with a grant date of January 3, 2022. The equity award was granted pursuant to Nasdaq Listing Rule 5635(c)(4) inducement grant exception as a component of Mr. Weber’s employment compensation and was granted as an inducement material to his acceptance of employment with OpGen. The options have an exercise price of $216.00. The option award vests over a four-year period with 25% vesting on the first anniversary of the date of grant, January 3, 2023, and in equal quarterly installments on each quarterly anniversary thereafter. The award is subject to Mr. Weber’s continued service with OpGen through the applicable vesting dates. Mr. Weber’s service with OpGen terminated in April 2024 and all of his stock options under the 2022 Inducement Plan have either expired or been forfeited as of December 31, 2024.

4546

Certain Relationships and Related Person Transactions

Other than compensation for our directors and named executive officers that are described elsewhere in this Annual Report and for the transactions described below, there were and are no transactions or series of similar transactions, during or after our last two fiscal years, to which we were a party or will be a party, in which: (i) the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the past two completed fiscal years; and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

In March 2024, we entered into a securities purchase agreement with David E. Lazar, a private investor, pursuant to which he agreed to purchase 3,000,000 shares of Series E Convertible Preferred Stock (the “Series E Preferred Stock”) of the Company at a price of $1.00 per share for aggregate gross proceeds of $3,000,000 (the “March 2024 Private Placement”). ~~The~~Upon ~~final~~the initial closing ~~and~~of ~~aggregate~~the ~~purchase~~transaction, ~~price~~Mr. Lazar iswas ~~expected~~appointed toas beour ~~paid~~Chief inExecutive ~~early~~Officer, ~~June 2024~~Chairman, ~~upon~~and ~~consummation~~member of ~~certain~~our ~~conditions~~Board. ~~Each~~Mr. Lazar’s ~~share~~compensation offor ~~Series~~service Eas ~~Preferred~~our ~~Stock~~Chief Executive Officer, Chairman, and Board member is ~~convertible~~described ~~into~~in ~~2.40~~Item ~~shares~~11 of ~~common~~this ~~stock~~Annual ~~(as~~Report ~~adjusted~~on ~~for~~Form ~~the~~10-K. In July 2024, ~~Reverse~~Mr. Lazar ~~Stock~~consummated ~~Split).~~a ~~Upon~~transaction ~~conversion~~pursuant ofto ~~all~~which ofhe ~~the~~sold his shares of Series E Preferred Stock, ~~the~~together ~~Series~~with Ehis ~~Preferred~~rights ~~Stock~~to ~~would~~purchase ~~represent~~the ~~approximately~~additional ~~85%~~shares of ~~the~~Series ~~Company’s~~E ~~total~~Preferred ~~outstanding~~Stock ~~shares~~under ofthe ~~common~~March 2024 ~~stock~~Purchase asAgreement ofto ~~May 15,~~AEI ~~2024~~Capital Ltd. ~~Upon~~In ~~the~~conjunction ~~initial~~with ~~closing of~~ the transaction, Mr. Lazar ~~was~~resigned ~~appointed~~ as ~~our~~CEO, ~~Chief~~Chairman ~~Executive Officer~~ and toDirector ~~our Board. Mr. Lazar’s compensation for service as our Chief Executive Officer is described in Item 11~~ of ~~this~~the ~~Annual~~Company, ~~Report~~effective onAugust 2, ~~Form 10-K~~2024, ~~which~~but ~~information~~he iscurrently ~~incorporated~~maintains ~~herein~~a byrole ~~reference~~as President.

On January 2, 2024, AEI Capital Ltd., the Company’s controlling stockholder (“AEI Capital”), entered into a Letter of Engagement with a privately held company (the “Client”), pursuant to which AEI Capital agreed to provide certain listing advisory services relating to the preparation and facilitation of an initial public offering for the Client (the “Engagement Agreement”). In consideration for such services, AEI Capital is entitled to receive a fee consisting of: (i) 3.5% of the outstanding equity interests of the Client (the “Equity Consideration”) and (ii) $200,000 (the “Cash Consideration,” and collectively, with the Equity Consideration, the “Consideration”). On October 2, 2024, CapForce, which was organized by the Company for purposes of repositioning itself as a new business in the digital investment banking industry powered by financial technology, entered into an Agreement of Assignment of Mandate with AEI Capital in respect of Direct Listing Sponsorship Advisory Services (the “Assignment Agreement”), pursuant to which AEI Capital assigned its rights and obligations within Clause 3.1 of the Engagement Agreement for the advisory fee equivalent to 2.1% of the outstanding equity interests of the Client and $120,000 to CapForce. As a result, pursuant to the Assignment Agreement, CapForce performed part of the listing sponsorship and consulting services in the fourth quarter of 2024 and completed the first performance obligation within the Engagement Agreement, generating proceeds of $5.0 million in the Client’s equity. John Tan Honjian, the CEO of AEI Capital Ltd. and OpGen, Inc., serves as a member of the Board of Directors of the Client, making the Client a related party. The Engagement Agreement and Assignment Agreement were conducted in the ordinary course of business and on terms comparable to those with unrelated third parties. The Company’s management and Board of Directors have evaluated the relationship and concluded that appropriate governance and conflict of interest procedures were followed.

In August 2024, the Company and AEI Capital Ltd. entered into a Securities Purchase Agreement (the “August 2024 Securities Purchase Agreement”), pursuant to which the Company has the right, in its sole discretion, to sell to AEI Capital Ltd. shares of common stock having an aggregate value of up to $3.0 million. The purchase price for any shares sold under the August 2024 Securities Purchase Agreement is the closing sales price on the Nasdaq Capital Market of the Company’s common stock as of the date immediately prior to the date of sale. In addition, in October 2024, the Company and AEI Capital Ltd. entered into a First Amendment (the “Amendment”) to the August 2024 Securities Purchase Agreement. The Amendment amended the August 2024 Securities Purchase Agreement by: (1) granting the Company the right to sell two additional tranches of common stock to AEI Capital Ltd. of $3.0 million each, for an aggregate amount of $9.0 million under the Purchase Agreement; and (2) extending the Company’s ability to sell shares of common stock to AEI Capital Ltd. under the Purchase Agreement until December 31, 2025. As of December 31, 2024, the Company sold 1,079,109 shares of common stock to AEI Capital Ltd. for gross proceeds of $2.0 million before deducting offering expenses. Accordingly, the Company has the right, in its discretion, to sell to AEI Capital Ltd., at any time prior to December 31, 2025, shares of common stock, par value $0.01 per share (the “Shares”), of the Company having an aggregate value of up to an additional $7.0 million.

Policies for Approval of Related Person Transactions

We have adopted a written policy that transactions with directors, officers, and holders of 5% or more of our voting securities and their affiliates, each, a related person, must be approved by our Audit Committee.

Director Independence

Information concerning the independence of the members of our Board of Directors is described in Item 1110 of this Annual Report on Form 10-K ~~and is incorporated herein by reference~~.

4647

Item 14. Principal Accounting Fees and Services

Independent Registered Public Accounting Firm

Our Audit Committee previously appointed UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 and related interim periods. ~~after~~As ~~CohnReznick~~previously ~~LLP,~~disclosed ~~the~~in ~~Company’s independent registered public accounting firm for the fiscal year ended December~~April 312024, ~~2022,~~UHY notified the Company that ~~CohnReznick~~it would ~~decline~~resign ~~to stand for re-appointment after completion of the audit for the fiscal year ended December 31, 2022. CohnReznick had served~~ as the Company’s independent registered public accounting firm ~~since~~effective ~~2014~~as of April 22, 2024. In light of such ~~determination~~resignation, byon ~~CohnReznick~~April 23, ~~the~~2024, ~~Company conducted a competitive selection process where~~ the ~~Audit~~Board ~~Committee~~appointed ~~invited~~and ~~several~~engaged ~~public~~Beckles ~~accounting~~& ~~firms to participate~~Co. ~~Following the completion of such process~~, ~~the~~Inc. ~~Audit~~(“Beckles”) ~~Committee selected UHY in March 2023~~ to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and ~~related interim periods. As previously disclosed in April 2024, UHY notified~~ the ~~Company~~Board ~~that~~re-engaged itBeckles ~~would~~to ~~resign~~serve as the Company’s independent registered public accounting firm ~~effective~~for asthe offiscal ~~April~~year ending December 2231, 2024 and related interim periods.

InDuring ~~light~~the period of ~~such~~UHY’s ~~resignation~~engagement, onwhich ~~April~~commenced in March 232023, ~~2024,~~UHY did not provide any report on the ~~Board~~financial ~~appointed~~statements of the Company. During the fiscal year ended December 31, 2023, and ~~engaged~~the ~~Beckles~~subsequent &interim ~~Co.~~period through April 22, ~~Inc.~~2024, there were no: (~~“Beckles”~~1) disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to ~~serve~~their assatisfaction, ~~the~~would ~~Company’s~~have ~~independent~~caused ~~registered~~them ~~public~~to ~~accounting~~make ~~firm~~reference ~~for~~in connection with their opinion to the ~~fiscal~~subject ~~year~~matter ~~ending~~of ~~December 31~~the disagreement, ~~2023~~or ~~and~~(2) ~~upcoming~~reportable ~~interim~~events ~~period~~under Item 304(a)(1)(v) of Regulation S-K.

~~During~~CohnReznick ~~the~~served ~~period~~as ofthe ~~UHY~~Company’s ~~engagement,~~independent ~~which~~registered ~~commenced~~public inaccounting ~~March 2023,~~firm ~~UHY~~from ~~did~~2014 ~~not~~through ~~provide any report on~~ the ~~financial~~completion ~~statements~~ of the ~~Company.~~audit ~~During~~for the fiscal ~~years~~year ended December 31, ~~2023 and~~ 2022 and the subsequent interim period through April 22, 2024, there were no: (1) disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K. During the Company’s fiscal years ended December 31, 2022 and December 31, 2021 and the subsequent interim period through January 18, 2023, there were no: (i) disagreements with CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to their satisfaction, would have caused them to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements, or (ii) reportable events under Item 304(a)(1)(v) of Regulation S-K. CohnReznick’s audit report on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.

Audit Fees

The following table presents the aggregate fees billed to the Company by Beckles, UHY, and CohnReznick for its audits of the Company’s consolidated annual financial statements and other services for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

	2023		2022
	2024		2023
Audit Fees(1)	$	~~729~~390,~~104~~250	$	~~603~~729,~~439~~104
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	~~729~~390,~~104~~250	$	~~603~~729,~~439~~104

(1) Audit Fees consist of fees ~~billed~~ for professional services ~~performed~~rendered ~~by UHY and CohnReznick~~ for the audit of our ~~consolidated~~ annual financial statements ~~for~~and the ~~years~~review ~~ended~~of ~~December~~our ~~31,~~interim ~~2023~~financial ~~and~~statements. ~~2022,~~For ~~respectively,~~ the ~~review~~fiscal ofyear ~~our~~ended ~~quarterly~~December ~~financial~~31, ~~statements~~2024, onaudit ~~Form~~services ~~10-Q,~~were ~~filing~~performed ofby ~~Registration~~Beckles. ~~Statements~~For onthe ~~Forms~~fiscal ~~S-1~~year ended December 31, ~~S-3~~2023, ~~and~~audit ~~S-8,~~services ~~and~~were ~~associated~~performed ~~Consent~~by ~~Letters~~Beckles and ~~related~~UHY. ~~services~~These ~~that~~fees ~~are~~also include services normally provided in connection with statutory and regulatory filings or engagements, such as services related to Registration Statements on Forms S-1, S-3, and S-8 and associated Consent Letters.

Policy on Audit Committee Pre-Approval

Our Audit Committee has a policy in place that requires its review and pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm. The services requiring pre-approval by the audit committee may include audit services, audit-related services, tax services and other services. All such audit and permissible non-audit services were pre-approved in accordance with this policy during the fiscal year ended December 31, ~~2023~~2024. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our independent registered public accounting firm. The responsibility to pre-approve audit and non-audit services may be delegated by the Audit Committee to one or more members of the Audit Committee; provided that any decisions made by such member or members must be presented to the full Audit Committee at its next scheduled meeting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

The consolidated balance sheets of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for the years then ended, the related notes to the consolidated financial statements and the reports of Beckles & Co., Inc., independent registered public accounting firm, ~~and CohnReznick LLP, independent registered public accounting firm,~~ are filed herewith following the signature page.

(a)(2) Financial Statement Schedules.

Not applicable.

(a)(3) Exhibits: See below

(b) Exhibits

EXHIBIT INDEX

Exhibit Number		Description
3.1.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K, File No. 001-37367, filed on May 13, 2015).

3.1.2		Certificate of Correction to Amended and Restated Certificate of Incorporation of the Registrant, dated June 6, 2016 (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K, filed on June 6, 2016).

3.1.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated and filed with the Delaware Secretary of State on January 17, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2018).

3.1.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of the State of Delaware on August 28, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 28, 2019).

3.1.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of the State of Delaware on December 8, 2021 (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed on October 29, 2021).

3.1.6		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of the State of Delaware on December 9, 2021 (incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed on October 29, 2021).

3.1.7		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of the State of Delaware on January 4, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 4, 2023).

3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1, File No. 333-202478, filed on March 3, 2015).

3.3		Amendment to the Amended and Restated Bylaws of OpGen, Inc., dated August 5, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2020).

3.4		Amendment to the Amended and Restated Bylaws of OpGen, Inc., dated October 15, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 15, 2021).

3.5		Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 15, 2021).

3.6		Certificate of Designation of Preferences, Rights and Limitations of Series C Mirroring Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2022).

3.7		Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 11, 2023).

Exhibit Number		Description
3.8		Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 29, 2024).
3.9		Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock filed with the Secretary of State of the State of Delaware on May 9, 2024 (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on May 14, 2024).
3.10		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of State of the State of Delaware on May 17, 2024 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 22, 2024).
4.1		Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed on March 24, 2020).
4.2		Form of 2015 Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.6 of Form S-1/A, File No. 333-202478, filed on March 20, 2015).
4.3		Form of Underwriters’ Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K, File No. 001-37367, filed on May 13, 2015).
4.4		Form of Warrant to Purchase Common Stock (issued to jVen Capital, LLC and Merck Global Health Innovation Fund) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K Amendment No. 2, filed on July 10, 2017).
4.5		Form of Offered Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.8 of Form S-1/A, File No. 333-202478, filed on April 23, 2015).
4.6		Form of 2016 Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K, filed on May 17, 2016).
4.7		Form of Common Stock Purchase Warrant for July 2017 Public Offering (incorporated by reference to Exhibit 4.4 to the Registrant’s Form S-1, Amendment No. 2, File No. 333-218392, filed on July 11, 2017).
4.8		Form of Placement Agent Warrant for July 2017 Public Offering (incorporated by reference to Exhibit 4.5 to the Registrant’s Form S-1, File No. 333-218392, filed on July 11, 2017).
4.9		Form of Common Stock Purchase Warrant for February 2018 Public Offering (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-1/A, File No. 333-222140, filed on January 31, 2018).
4.10		Form of Placement Agent Warrant for February 2018 Public Offering (incorporated by reference to Exhibit 4.5 to the Registrant’s Form S-1/A, File No. 333-222140, filed on January 31, 2018).
4.11		Form of Underwriter’s Warrant for October 2019 Public Offering (incorporated by reference to Exhibit 4.10 to the Registrant’s Form S-1/A, File No. 333-233775, filed on October 11, 2019).
4.12		Form of Common Stock Purchase Warrant for October 2019 Public Offering (incorporated by reference to Exhibit 4.11 to the Registrant’s Form S-1/A, File No. 333-233775, filed on October 15, 2019).
4.13		Form of Common Stock Purchase Warrant for 2020 PIPE (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2020).

4.6		Form of 2016 Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K, filed on May 17, 2016).
4.7		Form of Common Stock Purchase Warrant for July 2017 Public Offering (incorporated by reference to Exhibit 4.4 to the Registrant’s Form S-1, Amendment No. 2, File No. 333-218392, filed on July 11, 2017).
4.8		Form of Placement Agent Warrant for July 2017 Public Offering (incorporated by reference to Exhibit 4.5 to the Registrant’s Form S-1, File No. 333-218392, filed on July 11, 2017).
4.9		Form of Common Stock Purchase Warrant for February 2018 Public Offering (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-1/A, File No. 333-222140, filed on January 31, 2018).
4.10		Form of Placement Agent Warrant for February 2018 Public Offering (incorporated by reference to Exhibit 4.5 to the Registrant’s Form S-1/A, File No. 333-222140, filed on January 31, 2018).
4.11		Form of Underwriter’s Warrant for October 2019 Public Offering (incorporated by reference to Exhibit 4.10 to the Registrant’s Form S-1/A, File No. 333-233775, filed on October 11, 2019).
4.12		Form of Common Stock Purchase Warrant for October 2019 Public Offering (incorporated by reference to Exhibit 4.11 to the Registrant’s Form S-1/A, File No. 333-233775, filed on October 15, 2019).
4.13		Form of Common Stock Purchase Warrant for 2020 PIPE (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2020).
4.14		Form of Pre-Funded Common Stock Purchase Warrant for 2020 PIPE (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2020).
4.15		Form of Common Stock Purchase Warrant for 2021 Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).
4.16		Form of Pre-Funded Common Stock Purchase Warrant for 2021 Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).

Exhibit Number		Description
4.14		Form of Pre-Funded Common Stock Purchase Warrant for 2020 PIPE (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2020).
4.15		Form of Common Stock Purchase Warrant for 2021 Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).
4.16		Form of Pre-Funded Common Stock Purchase Warrant for 2021 Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).
4.17		Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).
4.18		Form of Common Stock Purchase Warrant for October 2021 Offering (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, filed on October 15, 2021).
4.19		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2022).
4.20		Form of Pre-Funded Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on October 3, 2022).
4.21		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 11, 2023).
4.22		Form of Series A-1 and Series A-2 Warrants (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 11, 2023).
4.23		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.23 on the Company’s Annual Report on Form 10-K filed on March 30, 2023).
4.24		Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.20 to the Company’s Registration Statement on Form S-1/A (File No. 333-268648) filed on January 5, 2023).
4.25		Form of Series A-1 and Series A-2 Warrants (incorporated by reference to Exhibit 4.21 to the Company’s Registration Statement on Form S-1/A (File No. 333-268648) filed on January 5, 2023).
4.26		Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
4.27		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
4.28		Form of Inducement Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 16, 2023).
10.1		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 of Form S-1, File No. 333-202478, filed on March 3, 2015).
10.2 !		2015 Equity Incentive Plan, as amended and restated on March 29, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 29, 2018).

4.23		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.23 on the Company’s Annual Report on Form 10-K filed on March 30, 2023).
4.24		Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.20 to the Company’s Registration Statement on Form S-1/A (File No. 333-268648) filed on January 5, 2023).
4.25		Form of Series A-1 and Series A-2 Warrants (incorporated by reference to Exhibit 4.21 to the Company’s Registration Statement on Form S-1/A (File No. 333-268648) filed on January 5, 2023).
4.26		Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
4.27		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
4.28		Form of Inducement Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 16, 2023).

10.1		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 of Form S-1, File No. 333-202478, filed on March 3, 2015).
10.2 !		2015 Equity Incentive Plan, as amended and restated on March 29, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 29, 2018).

10.3 ! Amended and Restated Stock Option Plan, as assumed and adopted April 1, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 2, 2020).

10.4 ! Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.3 on the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Exhibit Number		Description
10.3 !		Amended and Restated Stock Option Plan, as assumed and adopted April 1, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 2, 2020).
10.4 !		Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.3 on the Company’s Annual Report on Form 10-K filed on March 30, 2023).
10.5		Warrant Agreement, dated as of May 8, 2015, between the Registrant and Philadelphia Stock Transfer, Inc., as warrant agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 13, 2015).
10.6 !		Form of Stock Option Agreement under the 2015 Equity Incentive Plan for employees and consultants (incorporated by reference to Exhibit 10.9.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 24, 2017).
10.7 !		Form of Stock Option Agreement under the 2015 Equity Incentive Plan for non-employee directors (initial grant) (incorporated by reference to Exhibit 10.9.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 24, 2017).
10.8 !		Form of Stock Option Agreement under the 2015 Equity Incentive Plan for non-employee directors (annual grant) (incorporated by reference to Exhibit 10.9.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 24, 2017).
10.9 !		Form of Restricted Stock Unit Award Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed March 24, 2017).
10.10 !		OpGen, Inc. Retention Plan for Executives (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 25, 2018).
10.11 !		Managing Director’s Employment Contract by and between Curetis GmbH and Johannes Bacher, dated August 6, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 11, 2020).
10.12 !		Executive Employment Agreement by and between the Company and Oliver Schacht, dated as of October 29, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2020).
10.13 !		Executive Employment Agreement by and between the Company and Albert Weber, dated as of November 11, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 4, 2021).
10.14 !		2020 Stock Options Plan, dated September 30, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020).
10.15 !		Form of Director Grant to the 2020 Stock Options Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020).
10.16		Form of Employee Grant to the 2020 Stock Options Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020).
10.17		Form of Securities Purchase Agreement, dated February 9, 2021, by and between OpGen, Inc. and the purchaser party thereto for 2021 Offering (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).
10.18		Placement Agent Agreement, dated February 9, 2021, by and between OpGen, Inc. and A.G.P./Alliance Global Partners for 2021 Offering (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).

10.19 Form of Warrant Exercise Agreement, dated as of March 9, 2021, by and between OpGen, Inc. and the Holder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Exhibit Number		Description
10.18		Placement Agent Agreement, dated February 9, 2021, by and between OpGen, Inc. and A.G.P./Alliance Global Partners for 2021 Offering (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on February 10, 2021).
10.19		Form of Warrant Exercise Agreement, dated as of March 9, 2021, by and between OpGen, Inc. and the Holder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).
10.20		Letter Agreement, dated as of March 9, 2021, by and between A.G.P./Alliance Global Partners and OpGen Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).
10.21		Form of Securities Purchase Agreement, dated September 30, 2022, by and between OpGen, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 3, 2022).
10.22		Form of Warrant Amendment Agreement, dated September 30, 2022, by and between OpGen, Inc. and the Investor (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 3, 2022).
10.23		Waiver and Amendment Letter, dated May 23, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2022).
10.24		At the Market Offering Agreement, dated June 24, 2022, by and between OpGen, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2022).
10.25		Form of Securities Purchase Agreement, dated January 6, 2023, by and between OpGen, Inc. and the investor party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 11, 2023).
10.26		Amendment and Restatement Agreement, dated as of July 9, 2020, by and among Curetis GmbH, as borrower, the Company, as guarantor, Ares Genetics GmbH, as guarantor, and European Investment Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).
10.27 #		Finance Contract, as amended and restated pursuant to the First Amendment and Restatement Agreement dated May 20, 2019 and the Second Amendment and Restatement Agreement dated as of July 9, 2020, by and between the European Investment Bank and Curetis GmbH (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).

10.28		Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank and the Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).
10.29		Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank and Ares Genetics (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).
10.30		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-1/A (File No. 333-268648) filed on January 5, 2023).
10.31		Form of Securities Purchase Agreement, dated May 1, 2023, between OpGen, Inc. and the purchaser party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
10.32		Form of Warrant Amendment Agreement, dated May 1, 2023, between OpGen, Inc. and the purchaser party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
10.33		Standstill Agreement, dated July 4, 2023, by and between OpGen, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 4, 2023.
10.34		Finance Contract, as amended and restated pursuant to the First Amendment and Restatement Agreement dated May 20, 2019 and the Second Amendment and Restatement Agreement dated as of July 9, 2020, by and between the European Investment Bank and Curetis GmbH (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).

Exhibit Number		Description
10.31		Form of Securities Purchase Agreement, dated May 1, 2023, between OpGen, Inc. and the purchaser party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
10.32		Form of Warrant Amendment Agreement, dated May 1, 2023, between OpGen, Inc. and the purchaser party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 4, 2023).
10.33		Standstill Agreement, dated July 4, 2023, by and between OpGen, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 4, 2023.
10.34		Finance Contract, as amended and restated pursuant to the First Amendment and Restatement Agreement dated May 20, 2019 and the Second Amendment and Restatement Agreement dated as of July 9, 2020, by and between the European Investment Bank and Curetis GmbH (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).
10.35		Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank and the Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).
10.36		Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank and Ares Genetics (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).
10.37		Standstill Agreement, dated July 4, 2023, by and among Curetis GmbH, as borrower, OpGen, Inc. and Ares Genetics GmbH, as guarantors, and the European Investment Bank, as lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2023).
10.38		Exclusive International Distributor Agreement, dated as of September 25, 2015, between Curetis AG and Beijing Clear Biotech Co. Ltd (incorporated by reference to Exhibit 10.32 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.39		Amendment 1 to the Exclusive International Distributor Agreement, dated as of October 11, 2018, between Curetis GmbH and Beijing Clear Biotech (incorporated by reference to Exhibit 10.32.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.40		Non-Exclusive Patent License and Research Collaboration Agreement, dated as of October 5, 2015, between Acumen Research Laboratories Pte Ltd and Curetis AG (incorporated by reference to Exhibit 10.33 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.41		Exclusive International Distributor Agreement, dated as of October 5, 2015, between Curetis AG and Acumen Research Laboratories Pte Ltd (incorporated by reference to Exhibit 10.34.1 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.42		Amendment 1 to the Exclusive International Distributor Agreement, dated as of November 15, 2015, between Curetis GmbH and Acumen Research Laboratories Pte Ltd (incorporated by reference to Exhibit 10.34.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.43		Technology Transfer, Technical Cooperation and License Agreement, dated as of September 7, 2016, by and between Curetis GmbH and Siemens Technology Accelerator GmbH (incorporated by reference to Exhibit 10.35.1 to the Registrant’s Form S-4/A filed on December 20, 2019).

10.36 Guarantee and Indemnity Agreement, dated as of July 9, 2020, by and between European Investment Bank and Ares Genetics (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 13, 2020).

10.37 Standstill Agreement, dated July 4, 2023, by and among Curetis GmbH, as borrower, OpGen, Inc. and Ares Genetics GmbH, as guarantors, and the European Investment Bank, as lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2023).

10.38		Exclusive International Distributor Agreement, dated as of September 25, 2015, between Curetis AG and Beijing Clear Biotech Co. Ltd (incorporated by reference to Exhibit 10.32 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.39		Amendment 1 to the Exclusive International Distributor Agreement, dated as of October 11, 2018, between Curetis GmbH and Beijing Clear Biotech (incorporated by reference to Exhibit 10.32.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.40		Non-Exclusive Patent License and Research Collaboration Agreement, dated as of October 5, 2015, between Acumen Research Laboratories Pte Ltd and Curetis AG (incorporated by reference to Exhibit 10.33 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.41		Exclusive International Distributor Agreement, dated as of October 5, 2015, between Curetis AG and Acumen Research Laboratories Pte Ltd (incorporated by reference to Exhibit 10.34.1 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.42		Amendment 1 to the Exclusive International Distributor Agreement, dated as of November 15, 2015, between Curetis GmbH and Acumen Research Laboratories Pte Ltd (incorporated by reference to Exhibit 10.34.2 to the Registrant’s Form S-4/A filed on December 20, 2019).

10.43		Technology Transfer, Technical Cooperation and License Agreement, dated as of September 7, 2016, by and between Curetis GmbH and Siemens Technology Accelerator GmbH (incorporated by reference to Exhibit 10.35.1 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.44		First Amendment Agreement to the Technology Transfer, Technical Cooperation and License Agreement, dated as of May 17, 2018, by and between Ares Genetics GmbH and Siemens Technology Accelerator GmbH (incorporated by reference to Exhibit 10.35.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.45		Technology Purchase Agreement, dated as of December 13, 2016, between Systec Elektronik und Software GmbH, Carpegen GmbH and Curetis GmbH (incorporated by reference to Exhibit 10.38 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.46		Services Frame Agreement, dated as of December 14, 2018, between Ares Genetics GmbH and Sandoz International GmbH (incorporated by reference to Exhibit 10.39.1 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.47		Work Order Agreement, dated as of December 14, 2018, between Ares Genetics GmbH and Sandoz International GmbH (incorporated by reference to Exhibit 10.39.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.48		License Agreement, dated as of February 18, 2019, between Ares Genetics GmbH and QIAGEN GmbH and the QIAGEN Affiliates (incorporated by reference to Exhibit 10.40.1 to the Registrant’s Form S-4/A filed on December 20, 2019).

Exhibit Number		Description
10.44		First Amendment Agreement to the Technology Transfer, Technical Cooperation and License Agreement, dated as of May 17, 2018, by and between Ares Genetics GmbH and Siemens Technology Accelerator GmbH (incorporated by reference to Exhibit 10.35.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.45		Technology Purchase Agreement, dated as of December 13, 2016, between Systec Elektronik und Software GmbH, Carpegen GmbH and Curetis GmbH (incorporated by reference to Exhibit 10.38 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.46		Services Frame Agreement, dated as of December 14, 2018, between Ares Genetics GmbH and Sandoz International GmbH (incorporated by reference to Exhibit 10.39.1 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.47		Work Order Agreement, dated as of December 14, 2018, between Ares Genetics GmbH and Sandoz International GmbH (incorporated by reference to Exhibit 10.39.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.48		License Agreement, dated as of February 18, 2019, between Ares Genetics GmbH and QIAGEN GmbH and the QIAGEN Affiliates (incorporated by reference to Exhibit 10.40.1 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.49		First Amendment to License Agreement, dated as of September 18, 2019, between Ares Genetics GmbH and QIAGEN GmbH (incorporated by reference to Exhibit 10.40.2 to the Registrant’s Form S-4/A filed on December 20, 2019).
10.50		Lease Agreement, dated as of November 11, 2020, between the Registrant and Key West MD Owner, LLC (the “Landlord”) (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed on November 16, 2020).
10.51		Standstill Agreement, dated July 4, 2023, by and between Curetis GmbH, Ares Genetics GmbH, OpGen, Inc. and the European Investment Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2023).
10.52		Form of Securities Purchase Agreement, dated October 11, 2023, between OpGen, Inc. and the investor thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2023).
10.53		Form of Warrant Inducement Agreement, dated October 12, 2023, between OpGen, Inc. and the warrant holder thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 16, 2023).
10.54		Form of Amendment Agreement to Warrant Inducement Agreement, dated October 26, 2023, between OpGen, Inc. and the warrant holder thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023).
10.55		Consulting Agreement, dated January 8, 2024, by and between OpGen, Inc. and Albert Weber (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 9, 2024).
10.56		Consulting Agreement, dated January 8, 2024, by and between OpGen, Inc. and Johannes Bacher (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 9, 2024).

10.51		Standstill Agreement, dated July 4, 2023, by and between Curetis GmbH, Ares Genetics GmbH, OpGen, Inc. and the European Investment Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2023).
10.52		Form of Securities Purchase Agreement, dated October 11, 2023, between OpGen, Inc. and the investor thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2023).
10.53		Form of Warrant Inducement Agreement, dated October 12, 2023, between OpGen, Inc. and the warrant holder thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 16, 2023).
10.54		Form of Amendment Agreement to Warrant Inducement Agreement, dated October 26, 2023, between OpGen, Inc. and the warrant holder thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 26, 2023).
19 *		Insider Trading Policy
21.1 *		Subsidiaries of the Registrant
23.1 *		Consent of Beckles & Co., Inc.
23.2 *		Consent of CohnReznick LLP
24.1		Power of Attorney (included on signature page hereto)
31.1 *		Certification pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 *		Clawback Policy
101 *		Interactive data files pursuant to Rule 405 of Regulation S-T; (i) the Balance Sheets, (ii) the Statements of Operations and Comprehensive Loss, (iii) the Statements of Stockholders’ Equity, (iv) Statements of Cash Flows and (v) the Notes to the Financial Statements

Exhibit Number		Description
10.57		Form of Second Amendment Agreement to Warrant Inducement Agreement, by and between the Company and the Holder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 8, 2024).

10.58		Form of Securities Purchase Agreement, dated as of March 25, 2024, by and between the Company and David Lazar (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 29, 2024).

10.59		Settlement Agreement, dated March 25, 2024, by and between the European Investment Bank and the Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 29, 2024).

10.60		Agreement, dated March 25, 2024, by and between Insolvency Administrator for Curetis GmbH and the Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 29, 2024).

10.61		Form of Director Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 29, 2024).

10.62		Form of Inducement Offer to Amend Common Stock Purchase Warrants, dated March 26, 2024 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on March 29, 2024).

10.63		Employment Agreement, dated April 11, 2024, by and between the Company and David Lazar (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 17, 2024).

10.64		Letter Agreement, dated April 23, 2024, between OpGen, Inc. and Camtech Pte Ltd (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 29, 2024).

10.65		Amendment Agreement, dated May 16, 2024, by and between OpGen, Inc. and the European Investment Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2024).

10.66		Securities Purchase Agreement, dated August 22, 2024, by and between the Company and AEI Capital Ltd. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 22, 2024).

10.67		First Amendment to Securities Purchase Agreement, dated October 3, 2024, by and between the Company and AEI Capital Ltd. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 9, 2024).

10.68		Consulting Agreement, dated December 4, 2024, by and between the Company and Mohd Azham Azudin (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 6, 2024).

10.69		Consulting Agreement, dated December 4, 2024, by and between the Company and Gillian Tan Rou Yee (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 6, 2024).

10.70 #		Letter of Engagement, dated January 2, 2024, between AEI Capital Ltd. and Client (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 29, 2025).

10.71 #		Agreement of Assignment of Mandate in respect of Direct Listing Sponsorship Advisory Services, dated October 2, 2024, between CapForce International Holdings Ltd. and AEI Capital Ltd. (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on May 29, 2025).

Exhibit Number		Description
10.72 #		Joint Venture Agreement, dated April 3, 2025, between the European Credit Investment Bank and CapForce International Holdings Ltd. (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on May 29, 2025).

19		Insider Trading Policy

21.1 *		Subsidiaries of the Registrant

23.1 *		Consent of Beckles & Co., Inc.

24.1		Power of Attorney (included on signature page hereto)

31.1 *		Certification pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1		Clawback Policy

101 *		Interactive data files pursuant to Rule 405 of Regulation S-T; (i) the Balance Sheets, (ii) the Statements of Operations and Comprehensive Income (Loss), (iii) the Statements of Stockholders’ Equity (Deficit), (iv) Statements of Cash Flows and (v) the Notes to the Financial Statements

*	Filed herewith

!	Denotes management compensation plan or contract

#	Subject to confidential treatment request for certain portions of the agreement

Item 16. Form 10-K Summary

None.

5658

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	By:	/s/ ~~David~~John E.Tan ~~Lazar~~Honjian
		David E. Lazar
		John Tan Honjian
		Chief Executive Officer and Chairman
		Date: June 3, 2024
		Date: August 21, 2025

POWER OF ATTORNEY

We, the undersigned officers and directors of OpGen, Inc., hereby severally constitute and appoint ~~David~~John E.Tan ~~Lazar~~Honjian, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in her or him for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David E. Lazar	Chief Executive Officer and Chairman	June 3, 2024
/s/ John Tan Honjian	Chief Executive Officer and Chairman	August 21, 2025
David E. Lazar	(principal executive officer, principal financial officer, and principal accounting officer)
John Tan Honjian	(principal executive officer, principal financial officer, and principal accounting officer)
/s/ Avraham Ben-Tzvi	Director	June 3, 2024
/s/ Mohd Azham Azudin	Chief Operating Officer	August 21, 2025
Avraham Ben-Tzvi, Adv.
Mohd Azham Azudin
/s/ David Natan	Director	June 3, 2024
/s/ Ken Lim Zhao Qi	Director	August 21, 2025
David Natan
Ken Lim Zhao Qi
/s/ Matthew McMurdo	Director	June 3, 2024
/s/ Ethan Low Yu Jie	Director	August 21, 2025
Matthew McMurdo, Esq.
Ethan Low Yu Jie
/s/ Constance Wong Poh Yin	Director	August 21, 2025
Constance Wong Poh Yin
/s/ Victor Chua Kok Hoe	Director	August 21, 2025
Victor Chua Kok Hoe

5759

OPGEN, INC.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 7116)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 596)		F-4
Consolidated Balance Sheets		F-5
Consolidated Statements of Operations and Comprehensive Loss		F-6
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-6
Consolidated Statements of Stockholders’ Equity		F-7
Consolidated Statements of Stockholders’ Equity (Deficit)		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of OpGen, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of OpGen, Inc. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for the ~~year~~years then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the ~~year~~

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