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, ~~2024~~2025

☐ 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,~~CAPFORCE 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.)

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~~CFOR OTC Markets 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~~as of June 30, ~~2024~~2025, was $311.3 6 million (based upon the last reported sale price of $24.5878 per share on June 30, ~~2024~~2025), on ~~The~~the ~~Nasdaq~~OTC ~~Capital~~ Market.

As of ~~August~~May 2022, ~~2025~~2026, 1012,~~071~~178,~~293~~278 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~OPGEN,~~CAPFORCE INC.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1213
Item 1B.	Unresolved Staff Comments	1720
Item 1C.	Cybersecurity	1721
Item 2.	Properties	1822
Item 3.	Legal Proceedings	1822
Item 4.	Mine Safety Disclosures	1822
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1923
Item 6.	[Reserved]	1923
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2024
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2931
Item 8.	Financial Statements and Supplementary Data	2931
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3031
Item 9A.	Controls and Procedures	3031
Item 9B.	Other Information	3032
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3032
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3133
Item 11.	Executive Compensation	3739
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4143
Item 13.	Certain Relationships and Related Person Transactions, and Director Independence	4752
Item 14.	Principal Accounting Fees and Services	4854
PART IV
Item 15.	Exhibits and Financial Statement Schedules	4955
Item 16.	Form 10-K Summary	5863
Signatures		5964
Consolidated Financial Statements		F-1

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K for the year ended December 31, ~~2024~~2025 (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,~~CapForce Inc. as the “Company”, “~~OpGen~~CapForce”, “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 execute upon and achieve the benefits of the ~~strategic direction under the~~ Company’s new ~~leadership~~strategic ~~and Board~~direction;

● our ability to identify and realize the benefits of potential strategic transactions, including our recent acquisition of iCapX Sdn. Bhd. (“iCapX”);

●

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. and international 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 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®. 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 industry, regulatory, and ~~OpGen~~CapForce-specific terms used in this Annual Report.

Overview

~~OpGen,~~CapForce Inc. (“~~OpGen~~CapForce” or the “Company”~~) was incorporated in Delaware in 2001. In April 2020~~, ~~OpGen~~formerly ~~completed~~known ~~its~~as ~~business combination transaction with Curetis N.V.~~OpGen, ~~a public company with limited liability under the laws of the Netherlands~~Inc. ~~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~~was ~~certain~~incorporated ~~other~~in ~~assets~~Delaware ~~and~~in ~~liabilities of Curetis GmbH, including all its shares of Ares Genetics GmbH (“Ares Genetics”)~~2001. 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 GmbH (“Curetis”) and Ares Genetics GmbH (“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.

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~~the Company’s U.S. headquarters to the core functions of a 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~~Subsequently, Curetis ~~filed~~and aAres ~~petition~~Genetics filed petitions for insolvency, ~~with~~and, ~~the~~as ~~district~~a ~~court~~result of ~~Stuttgart,~~such ~~Germany~~proceedings, the respective insolvency administrators assumed control over the assets and liabilities of Curetis and Ares Genetics, ~~filed~~which aeliminated ~~petition~~the ~~for~~authority ~~insolvency~~and ~~with~~power of the ~~commercial~~Company ~~court~~and inits ~~Vienna,~~officers ~~Austria~~to act on behalf of the subsidiaries. The ~~insolvency~~loss ~~proceedings~~ of control required that the Company no longer include Curetis and Ares Genetics in its consolidated financial statements and consequently, the subsidiaries were ~~adjudicated~~deconsolidated ~~under~~from the Company’s consolidated financial statements. As part of the insolvency ~~laws~~proceedings, in April 2024, all of ~~Germany~~Curetis’ ~~and~~assets ~~Austria~~were sold to Camtech Pte Ltd., ~~respectively~~a Singaporean family office (“Camtech”). and all of Ares Genetics’ assets were sold to bioMerieux S.A.

~~The~~In ~~insolvency~~March 2024, ~~administrators~~as ~~assumed~~a ~~control~~result ~~over~~of the ~~assets~~Company’s ~~and~~efforts ~~liabilities~~to ofexplore ~~Curetis~~a ~~and~~strategic ~~Ares Genetics~~transaction, ~~respectively,~~the ~~which~~Company ~~eliminated~~entered ~~the~~into ~~authority~~a ~~and~~securities ~~power~~purchase ofagreement (the ~~Company~~“March 2024 ~~and~~Purchase ~~its~~Agreement”) ~~officers~~with toDavid ~~act~~E. ~~on behalf of the subsidiaries~~Lazar. ~~The~~In ~~loss~~connection ofwith ~~control required that~~ the ~~Company~~transactions nocontemplated ~~longer~~by ~~include~~the ~~Curetis~~March 2024 ~~and~~Purchase ~~Ares Genetics in its consolidated financial statements and consequently~~Agreement, the ~~subsidiaries~~members ~~were~~of ~~deconsolidated from~~ the ~~Company’s~~Board ~~consolidated~~of ~~financial~~Directors, ~~statements.~~prior Asto ~~part~~the closing of ~~the~~such ~~insolvency~~transactions, ~~proceedings~~resigned, ina ~~April 2024,~~new ~~all~~Board of ~~Curetis’~~Directors ~~assets~~was ~~were~~appointed, ~~sold~~of towhich ~~Camtech Pte Ltd~~Mr., aLazar ~~Singaporean~~was ~~family~~appointed ~~office~~Chairman, ~~(“Camtech”).~~ and ~~all~~Mr. ofLazar ~~Ares~~was ~~Genetics’~~appointed ~~assets~~Chief ~~were~~Executive ~~sold to bioMerieux S~~Officer.A.

In ~~March~~July 2024, asMr. Lazar consummated a ~~result~~transaction ofpursuant ~~the Company’s efforts~~ to ~~explore~~which ahe ~~strategic~~sold ~~transaction~~550,000 ~~the~~shares ~~Company~~of ~~entered~~Series ~~into~~E aConvertible ~~securities~~Preferred ~~purchase~~Stock ~~agreement~~ (~~the~~ “~~March 2024~~Series ~~Purchase~~E ~~Agreement~~Preferred Stock”) together with ~~David~~his E.rights ~~Lazar, pursuant~~ to ~~which~~purchase the ~~Company~~additional ~~agreed to sell 3~~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. In ~~connection~~conjunction with the ~~transactions~~transaction, ~~contemplated~~Mr. byLazar ~~the~~resigned ~~March 2024~~as ~~Purchase~~Chief ~~Agreement~~Executive Officer, ~~the~~Chairman ~~members~~and a director of the ~~Board~~Company ofeffective ~~Directors~~August 2024, ~~prior~~and tohe ~~the~~resigned ~~closing~~as President of ~~such~~the ~~transactions~~Company effective December 23, ~~resigned~~2025. ~~and~~Subsequently, aAEI ~~new~~Capital ~~Board~~Ltd. ofpaid ~~Directors~~the ~~was~~Company ~~appointed,~~$2.45 ofmillion ~~which~~in ~~Mr.~~August ~~Lazar~~2024 ~~was~~in ~~appointed~~exchange ~~Chairman.~~for ~~Furthermore,~~the inremaining ~~April 2024~~2,450,000 ~~the~~shares ~~Company~~of ~~entered~~Series ~~into~~E anPreferred ~~employment~~Stock ~~agreement~~under ~~with~~the ~~David~~terms Eof the March 2024 Purchase Agreement. ~~Lazar~~All 3,000,000 ~~pursuant~~shares toof ~~which~~Series ~~the~~E ~~Company~~Preferred ~~engaged~~Stock ~~Mr. Lazar~~were tosubsequently ~~act~~converted asinto ~~its~~7,200,000 ~~Chief~~shares ~~Executive~~of ~~Officer~~the ~~(“CEO”)~~Company’s common stock in August 2024.

InFollowing ~~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~~sale ~~2,450,000 shares~~ of ~~Series~~control ~~E Preferred Stock under the March 2024 Purchase Agreement~~ to AEI Capital Ltd., ~~a private limited company incorporated under~~ the ~~laws~~Company offurther ~~the~~scaled ~~British~~down ~~Virgin~~legacy ~~Islands,~~operations ~~which~~while ~~forms~~repositioning ~~part~~itself ofto ~~AEI~~operate ~~Capital~~in ~~Group,~~the ~~with~~financial ~~groupwide~~services ~~assets~~and ~~under~~technology ~~management exceeding $3~~industry.0 ~~billion.~~ In ~~conjunction~~furtherance ~~with~~of ~~the~~such ~~transaction~~shift, ~~Mr. Lazar resigned as CEO, Chairman and Director of~~ the Company, ~~effective~~established ~~August 2, 2024, but he currently maintains~~ a ~~role~~wholly-owned ~~as President. Subsequently~~subsidiary, ~~AEI~~CapForce ~~Capital~~International Holdings Ltd. ~~paid~~(“CapForce ~~the Company $2.45 million in August 2024 in exchange for the remaining 2~~International”),~~450,000~~ ~~shares~~which oflaunched ~~Series~~a Enew ~~Preferred~~business ~~Stock~~line ~~under~~offering ~~the~~listing ~~terms~~sponsorship ofand ~~the~~consultancy ~~March 2024~~services ~~Purchase~~to ~~Agreement.~~international ~~All~~companies ~~3,000,000~~seeking ~~shares~~to oflist ~~Series~~their Esecurities ~~Preferred~~on ~~Stock~~securities ~~were subsequently converted into 7,200,000 shares of the Company’s common stock in August 2024~~exchanges. ~~As of September 30~~Additionally, ~~2024,~~CapForce nois ~~shares~~entering ~~of Series E Preferred Stock remain outstanding. Upon conversion, such shares of Series E Preferred Stock resumed~~ the ~~status~~financial oftechnology ~~authorized~~industry ~~but~~supporting ~~unissued~~digital ~~shares~~investment ofbanking ~~undesignated~~activities ~~preferred~~and ~~stock~~capital oftable ~~the Company~~management.

~~Under~~As part of the ~~direction~~Company’s ofstrategic ~~AEI~~focus ~~Capital~~on ~~Ltd.~~capital markets advisory, in December 2025, the Company ~~further~~acquired ~~scaled~~all ~~down~~the ~~legacy~~issued ~~operations~~and ~~while~~outstanding ~~repositioning~~ordinary ~~itself~~shares toof ~~operate~~Sun inInvestment ~~the~~Enterprises ~~financial~~Limited, ~~services~~a ~~and~~company ~~technology~~incorporated ~~industry.~~under Inthe ~~furtherance~~laws of ~~such~~the ~~shift,~~British Virgin Islands (the “Holding Company”) ~~established~~from aAEI ~~wholly-owned~~Capital ~~subsidiary,~~Ltd. ~~CapForce~~The ~~International~~Holding ~~Holdings~~Company ~~Ltd~~is the owner of all the equity interests of iCapX Sdn. Bhd., a private company limited by shares incorporated under the laws of Malaysia (“~~CapForce~~iCapX”), which ~~launched~~provides acap ~~new~~table ~~business~~management ~~line~~and ~~offering~~related platform services to customers. The iCapX platform will provide customers with proprietary datasets of structured private company equity information in order to enhance due diligence capabilities, improve listing ~~sponsorship~~readiness assessments, and ~~consultancy~~support ~~services~~pricing toaccuracy. ~~international~~The ~~companies~~platform ~~seeking~~will toalso ~~list~~serve ~~their~~as ~~securities~~a onpipeline ~~securities~~for ~~exchanges~~business development by engaging private companies ahead of potential listing events. ~~Additionally,~~Ongoing ~~CapForce~~development ~~contemplates~~initiatives ~~entering~~include ~~the~~AI-driven ~~financial~~analytics ~~technology~~for ~~industry~~identifying ~~supporting~~listing-related ~~digital~~and ~~investment~~liquidity ~~banking~~risks, ~~activities~~optimizing exchange selection, and ~~capital~~supporting ~~table~~predictive ~~management~~insights related to post-listing performance.

On ~~January~~February 523, ~~2023~~2026, ~~and~~at ~~May 20,~~the ~~2024~~Company’s 2025 Annual Meeting of Stockholders, the Company’s ~~effected~~stockholders ~~1-for-20~~voted ~~and~~to ~~1-for-10~~approve, ~~reverse~~among ~~stock~~other ~~splits~~proposals, ofan ~~its~~amendment ~~issued~~to the Company’s Amended and ~~outstanding~~Restated ~~shares~~Certificate of ~~common~~Incorporation ~~stock~~to change the Company’s name from OpGen, ~~respectively~~Inc. ~~All~~to ~~share~~CapForce ~~amounts~~Inc. and, ~~per~~in ~~share~~connection ~~prices~~therewith, inthe ~~this~~Company ~~Annual~~changed ~~Report~~its ~~have~~ticker ~~been~~symbol ~~adjusted~~to “CFOR.” The amendment was filed with the Secretary of State of the State of Delaware on February 27, 2026, and the Company also amended and restated its bylaws to reflect the ~~reverse~~name ~~stock splits~~change.

~~New~~On ~~Business~~May 20, ~~Ventures~~2024, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. All share amounts and per share prices in this Annual Report have been adjusted to reflect the reverse stock split.

~~Through~~Business 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.Offerings

~~Capital~~CapForce ~~Market~~offers ~~Listing~~capital ~~Sponsorship~~market ~~Services~~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. CapForce, following the acquisition of iCapX, is also progressing toward the launch of a next-generation global digital investment banking platform. This platform is being 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.

AsCapital ~~part~~Market ofListing ~~its~~Sponsorship strategic focus on capital markets advisory, CapForce offers specialized listing sponsorship and listing consultancy services to mid-sized, 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.Services

~~The~~As ~~listing~~part ~~sponsorship~~of ~~services~~its ~~provided~~strategic byfocus ~~CapForce~~on ~~are~~capital ~~structured~~markets toadvisory, ~~guide~~CapForce ~~client~~offers ~~companies~~specialized ~~through~~listing ~~the~~sponsorship ~~full~~and ~~lifecycle~~listing ofconsultancy ~~the~~services ~~public~~to ~~listing~~mid-sized, ~~process.~~growth-stage ~~Acting~~private ascompanies, with a ~~strategic~~particular ~~sponsor,~~emphasis ~~CapForce~~on ~~supports~~issuers ~~clients~~based in ~~preparing~~Asia. ~~regulatory~~These ~~and~~services ~~financial~~are ~~disclosures,~~designed ~~engaging~~to ~~with~~support ~~underwriters~~companies ~~and~~pursuing ~~legal~~public ~~advisors,~~listings ~~and~~on ~~meeting~~leading global exchanges, including the ~~corporate~~New ~~governance~~York ~~and~~Stock ~~compliance~~Exchange ~~standards~~(NYSE), ~~required~~NASDAQ, byand ~~the~~major ~~target~~Asian ~~exchange~~securities markets. ~~These~~CapForce’s ~~services~~offerings are ~~especially~~particularly ~~critical~~tailored for ~~Asian-based~~private ~~issuers~~companies ~~seeking~~targeting toinitial ~~access~~public ~~U.S.~~offerings (IPOs) or ~~international~~direct ~~capital~~listings ~~markets,~~with ~~where~~anticipated ~~alignment~~market ~~with~~capitalizations ~~cross-jurisdictional~~between ~~regulatory~~$1 ~~expectations~~billion and ~~investor~~$10 ~~standards~~billion. Throughout 2025 and into 2026, CapForce is ~~essential~~actively ~~for~~providing alisting ~~successful~~sponsorship and listing consultancy services to a single client, with the intent to grow this business line.

InThe ~~parallel, CapForce offers comprehensive~~ listing ~~consultancy~~sponsorship services ~~focused~~provided onby ~~enhancing~~CapForce aare ~~company’s~~structured ~~internal~~to ~~readiness~~guide ~~and~~client ~~strategic~~companies ~~positioning~~through ~~for~~the ~~entry~~full ~~into~~lifecycle of the public ~~markets~~listing process. ~~This~~Acting ~~includes~~as ~~IPO-~~a ~~and~~strategic ~~listing-readiness assessments~~sponsor, ~~optimization~~CapForce ofsupports ~~capital~~clients ~~and~~in ~~governance~~preparing ~~structures,~~regulatory ~~evaluation~~and offinancial ~~internal controls~~disclosures, ~~development~~engaging ofwith ~~investor~~underwriters ~~relations~~and ~~strategies~~legal advisors, and ~~assistance~~meeting inthe ~~crafting~~corporate agovernance ~~compelling~~and ~~equity~~compliance ~~story.~~standards Byrequired ~~drawing~~by onthe ~~its~~target ~~deep~~exchange. ~~understanding~~These ofservices ~~regional~~are ~~market~~especially ~~dynamics~~critical ~~and~~for ~~global~~Asian-based ~~investor~~issuers ~~expectations,~~seeking ~~CapForce,~~to ~~with~~access ~~the~~U.S. ~~knowledge~~or ~~and~~international ~~guidance~~capital ~~from OpGen’s controlling shareholder~~markets, ~~AEI~~where ~~Capital~~alignment ~~Ltd.,~~with ~~helps high~~cross-~~growth~~jurisdictional ~~companies~~regulatory inexpectations ~~Asia~~ and ~~beyond~~investor ~~effectively~~standards ~~prepare~~is essential for ~~the operational and reputational demands of being~~ a ~~publicly~~successful ~~traded company~~listing.

~~Together~~In parallel, ~~these~~CapForce ~~listing~~offers ~~sponsorships~~comprehensive ~~and~~ listing consultancy services ~~represent~~focused anon ~~integrated~~enhancing ~~capital~~a ~~markets~~company’s ~~advisory~~internal ~~solution~~readiness ~~for~~and ~~private~~strategic ~~companies~~positioning ~~seeking~~for toentry ~~achieve~~into ~~scale and liquidity through~~ public ~~listings~~markets. ~~With~~This aincludes ~~strong~~IPO- ~~emphasis~~and ~~on cross~~listing-~~border~~readiness ~~market access~~assessments, ~~particularly~~optimization ~~for~~of ~~Asian~~capital ~~issuers~~and ~~targeting~~governance ~~listings~~structures, onevaluation ~~the~~of ~~NYSE,~~internal ~~NASDAQ~~controls, ~~and~~development ~~major~~of ~~Asian~~investor ~~exchanges~~relations strategies, ~~CapForce~~and isassistance ~~well-positioned~~in tocrafting ~~help~~a ~~clients~~compelling ~~manage~~equity ~~listing~~story. ~~complexity,~~By ~~mitigate~~drawing ~~execution~~on ~~risk,~~its ~~and~~deep ~~unlock~~understanding ~~long-term~~of ~~shareholder~~regional ~~value.~~market ~~Through~~dynamics ~~its multidisciplinary expertise~~ and global ~~capital~~investor ~~markets reach~~expectations, CapForce, ~~with~~helps ~~the~~high-growth ~~knowledge~~companies ~~and~~in ~~guidance~~Asia ~~from~~and ~~OpGen’s~~beyond ~~controlling~~effectively ~~shareholder,~~prepare ~~AEI~~for ~~Capital~~the ~~Ltd.,~~operational ~~aims~~and toreputational ~~serve~~demands asof being a ~~trusted partner to the next generation of~~ publicly ~~listed~~traded ~~market leaders~~company.

~~Next~~Together, ~~Generation~~these ~~Global~~listing ~~Digital~~sponsorships ~~Investment~~and ~~Banking~~listing ~~Platform~~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 aims to serve as a trusted partner to the next generation of publicly listed market leaders.

~~Cross-Border~~Next ~~Securities~~Generation ~~Trading~~Global Digital Investment Banking Platform: iCapX

~~As part of its expanding suite of capital markets services, CapForce is developing and plans to offer next~~Cross-~~generation~~Border ~~cross-border~~Securities securities trading capabilities through its global digital investment banking platform. This service is designed to provide institutional and qualified investors with seamless access to a wide range of global markets including North America, Asia, and other major international financial centers via a unified, fully digital interface. The platform will support the trading of traditional securities such as equities, as well as select regulated digital assets, enabling a comprehensive and modernized approach to global investing. CapForce will ensure full compliance with all applicable regulatory licensing requirements in each jurisdiction, where required.Trading

~~The~~As ~~cross-border~~part ~~trading~~of ~~solution~~its ~~offered~~expanding bysuite ~~CapForce~~of iscapital ~~particularly~~markets ~~tailored~~services, toCapForce, ~~meet~~following ~~the~~its ~~needs~~acquisition of ~~market~~iCapX, ~~participants~~is inprogressing ~~Asia~~toward ~~seeking exposure to public markets in~~ the ~~U.S.~~launch ~~and~~of ~~other~~its ~~global~~next-generation ~~jurisdictions.~~cross-border Bysecurities ~~leveraging~~trading ~~advanced~~capabilities ~~technology~~as ~~infrastructure,~~part ~~integrated~~of ~~regulatory~~its ~~compliance~~global ~~tools,~~digital ~~and~~investment ~~secure~~banking ~~settlement systems, the~~ platform. ~~will~~This ~~reduce~~service ~~friction~~is ~~commonly~~designed ~~associated~~to ~~with~~provide ~~international~~institutional ~~trading~~and ~~such~~qualified asinvestors ~~currency~~with ~~conversion,~~seamless ~~time zone disparities, and fragmented data~~ access. Into ~~addition,~~a ~~the~~wide ~~platform~~range ~~will~~of ~~support~~global ~~trading~~markets ~~and~~including ~~custody~~North ofAmerica, ~~compliant digital asset securities~~Asia, ~~providing~~and ~~investors~~other ~~with~~major ~~diversified~~international ~~access to emerging blockchain-based~~ financial ~~instruments~~centers ~~within~~via a ~~regulated~~unified, ~~framework.~~fully ~~Through~~digital ~~this~~interface. ~~next-generation~~The ~~solution,~~platform ~~CapForce~~will ~~aims~~support tothe ~~democratize~~trading ~~capital~~of ~~markets access, bridge~~ traditional ~~and~~securities ~~digital~~such ~~asset~~as ~~ecosystems~~equities, ~~and~~as ~~empower~~well ~~global~~as ~~investors~~select ~~with~~regulated ~~efficient~~digital assets, ~~borderless~~enabling ~~trading~~a ~~capabilities~~comprehensive ~~backed~~and bymodernized ~~institutional-grade~~approach ~~infrastructure~~to global investing.

~~Advanced~~The ~~Computational~~cross-border ~~Model~~trading solution that will be offered by CapForce will be 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-~~Enabled~~based ~~Investment~~financial ~~Banking~~instruments ~~Advisory~~within a regulated framework. Through this next-generation solution, CapForce aims to democratize capital markets access, bridge traditional and ~~Asset~~digital ~~Management~~asset ~~Services~~ecosystems, and empower global investors with efficient, borderless trading capabilities backed by institutional-grade infrastructure.

AsAdvanced aComputational ~~key component of its next~~Model-~~generation~~Enabled ~~global~~Investment ~~digital~~Banking ~~investment~~Advisory ~~banking platform, CapForce has finished developing~~ and ~~will~~Asset ~~offer~~Management 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.Services

~~The~~As ~~advanced~~a ~~computational~~key ~~model-enabled~~component ~~investment~~of ~~banking~~its ~~advisory~~next-generation ~~platform~~global isdigital ~~intended~~investment tobanking ~~meet~~platform, ~~the~~CapForce ~~growing~~will ~~demand~~offer ~~for~~advanced ~~accessible,~~computational ~~data~~model-~~informed~~enabled ~~financial~~investment banking advisory ~~solutions~~services ~~across~~for ~~global~~both ~~markets,~~investment ~~particularly~~banking ~~among emerging companies~~ and ~~investors~~asset ~~in Asia seeking sophisticated financial planning tools at scale~~management. ~~Through~~This ~~the~~innovative ~~integration~~offering ofis ~~deep-learning~~designed ~~algorithms,~~to ~~predictive~~provide ~~modeling~~institutional, ~~and natural language interfaces~~corporate, ~~CapForce aims to automate~~ and ~~optimize~~high-net-worth aclients ~~range~~with ofintelligent, ~~traditionally~~algorithmically ~~manual~~powered ~~functions~~financial ~~within~~guidance ~~investment~~spanning ~~banking~~capital ~~and~~markets ~~asset management such as deal screening~~strategy, ~~capital~~portfolio ~~structure optimization~~construction, ~~scenario~~risk ~~analysis~~management, and ~~portfolio~~personalized ~~rebalancing. In addition to traditional~~ asset ~~classes,~~allocation ~~the~~delivered ~~platform~~through ~~will~~a ~~support~~fully ~~advisory~~digital ~~for~~and ~~digital~~user-centric ~~assets,~~interface. ~~enabling~~By ~~clients~~leveraging toadvanced ~~incorporate~~machine ~~regulated~~learning ~~crypto-assets~~models and ~~tokenized~~real-time ~~instruments~~data ~~into~~analytics, ~~their~~this ~~strategies.~~platform ~~This~~will ~~advanced~~deliver ~~computational~~tailored ~~model-enabled~~insights ~~approach~~and ~~aims~~recommendations toaligned ~~enhance~~with ~~decision~~client-~~making~~specific objectives, ~~reduce~~market ~~advisory costs~~conditions, and ~~increase~~risk ~~scalability~~profiles.

~~FinTech~~The advanced computational model-enabled ~~Capital~~investment ~~Table~~banking ~~Management~~advisory ~~Solutions~~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. Through 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.

As 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 provide 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.3

3Fintech-enabled Capital Table Management Solutions

~~The~~As ~~capital~~part ~~table~~of ~~management~~its ~~solution~~integrated ~~serves~~global asdigital ainvestment ~~key~~banking ~~entry~~platform, ~~point~~CapForce, ~~into~~following ~~the~~its ~~broader~~acquisition ~~CapForce~~of ~~ecosystem~~iCapX, ~~offering~~will ~~strategic~~offer ~~value~~fintech-enabled ~~beyond~~capital ~~operational~~table ~~efficiency.~~management Bysolutions ~~engaging~~tailored ~~with~~specifically for private, growth-stage companies. ~~early~~This inservice ~~their~~is ~~lifecycle,~~designed ~~particularly~~to ~~across~~provide ~~Asia~~founders, ~~and other high-growth regions~~executives, ~~CapForce~~and ~~plans~~corporate tofinance ~~build~~teams ~~long-term relationships~~ with ~~future~~a ~~public~~secure, ~~market~~scalable, ~~participants. As these companies scale~~ and ~~consider~~intelligent ~~liquidity~~platform ~~events~~to ~~such~~manage asequity ~~IPOs~~ownership, orinvestor ~~direct listings~~records, ~~they~~employee ~~will~~stock ~~benefit~~option ~~from~~and ~~seamless~~incentive ~~access~~plans, toconvertible ~~CapForce’s~~securities, ~~listing sponsorship~~ and ~~listing~~other ~~consultancy~~capitalization ~~services~~instruments. ~~This~~With ~~integrated~~an ~~approach~~intuitive ~~allows~~user ~~CapForce~~experience toand ~~support~~real-time ~~clients~~data ~~from~~capabilities, ~~early~~the ~~capitalization~~platform ~~through~~is expected to ~~public~~enhance ~~market~~transparency, ~~readiness~~accuracy, ~~reinforcing~~and ~~its~~governance ~~role~~across asall astages ~~long-term~~of ~~strategic~~a ~~partner~~company’s ~~in capital formation and market access~~growth.

~~Market~~The ~~Overview~~capital table management solution serves as a key entry point into the broader CapForce ecosystem, offering strategic value beyond operational efficiency. By engaging with private companies early in their lifecycle, particularly across Asia and other high-growth regions, CapForce plans to build long-term relationships with future public market participants. As these companies scale and consider liquidity events such as IPOs or direct listings, they will benefit from seamless access to CapForce’s listing sponsorship and listing consultancy services. This integrated approach is designed to enable CapForce to support clients from early capitalization through to public market readiness, reinforcing its role as a long-term strategic partner in capital formation and market access.

~~Asia~~Market has emerged as a dynamic region for private company growth, underpinned by a robust pipeline of mid-sized, innovation-driven enterprises poised to access public capital markets. According to Crunchbase, companies in high-growth sectors such as technology, fintech, healthcare, e-commerce, and advanced manufacturing are increasingly reaching scale with valuations above $1 billion. As these issuers mature, many are leveraging initial public offerings (IPOs) and direct listings to capitalize on global investor demand, enhance brand visibility, and support regional or international expansion.Overview

~~For~~Asia ~~the~~has ~~six~~emerged ~~months~~as ~~ended~~a ~~June 30,~~dynamic ~~2025,~~region ~~the~~for ~~Asia-Pacific~~private ~~region~~company ~~accounted~~growth, ~~for~~underpinned ~~74%~~by ofa ~~global~~robust ~~international~~pipeline ~~listings~~of mid-sized, ~~according~~innovation-driven enterprises poised to EYaccess ~~Global~~public ~~IPO~~capital ~~Trends~~markets. Q2Companies ~~2025~~in ~~(Chan,~~high-growth ~~2025).~~sectors ~~Issuers~~such ~~from~~as ~~China~~technology, ~~India~~fintech, ~~Southeast~~healthcare, ~~Asia~~e-commerce, and ~~South~~advanced ~~Korea~~manufacturing are increasingly ~~targeting~~reaching ~~major~~scale ~~global~~with ~~exchanges,~~valuations ~~including~~above ~~the~~$1 ~~NYSE,~~billion. ~~NASDAQ,~~As ~~the~~these ~~Hong~~issuers ~~Kong~~mature, ~~Stock~~many ~~Exchange~~are ~~(HKEX),~~leveraging ~~Singapore~~initial ~~Exchange~~public offerings (~~SGX~~IPOs), and ~~Tokyo~~direct ~~Stock~~listings ~~Exchange~~to ~~(TSE)~~capitalize toon ~~align~~global ~~capital~~investor ~~needs~~demand, ~~with~~enhance ~~diverse~~brand ~~investor~~visibility, ~~bases~~and ~~seeking~~support ~~exposure~~regional toor ~~high-growth~~international ~~opportunities~~expansion.

~~The~~For ~~strategic~~the ~~rationale~~full ~~for~~year ~~companies~~ended ~~pursuing listings on U.S. and leading Asian exchanges is multifaceted~~December 31, ~~supported by deep liquidity~~2025, ~~broad investor participation, and tailored regulatory frameworks. U.S. markets (NYSE and NASDAQ) remain highly attractive due to~~ the ~~depth of capital pools and premium valuations afforded to high~~Asia-~~growth~~Pacific ~~sectors~~region ~~such~~accounted asfor ~~technology~~approximately ~~and life sciences. Notably, foreign private issuers represented 62~~43% of ~~all~~total ~~IPOs~~proceeds onand ~~U.S.~~hosted ~~exchanges~~seven inof the ~~first~~world’s ~~six~~top ~~months~~10 ~~of 2025~~IPOs, according to EY Global IPO Trends Q2 2025. ~~(Chan,~~This ~~2025).~~trend ~~Cross-border~~reflects ~~activity~~strengthening ~~has~~investor ~~accelerated;~~confidence ~~for~~alongside ~~the~~a ~~three~~more ~~months~~resilient ~~ended~~macroeconomic ~~March 31~~environment (Anani, 2025,). ~~Asia-Pacific~~Issuers ~~overseas~~from ~~listings~~China, ~~more~~India, ~~than~~Southeast ~~doubled~~Asia, ~~year-over-year~~and toSouth 30Korea ~~deals.~~are ~~According~~increasingly totargeting ~~the~~major ~~U.S.-China~~global ~~Economic and Security Review Commission~~exchanges, ~~from~~including ~~January 1,~~the ~~2024 through March 31~~NYSE, ~~2025~~NASDAQ, 48the ~~Chinese~~Hong ~~issuers~~Kong ~~listed~~Stock onExchange ~~U.S. exchanges~~(HKEX), ~~raising~~Singapore ~~$2.1~~Exchange ~~billion~~(SGX), and asTokyo ofStock ~~March 31,~~Exchange ~~2025,~~(TSE) ~~286~~to ~~Chinese~~align ~~companies~~capital ~~listed~~needs inwith ~~the~~diverse ~~United~~investor ~~States~~bases ~~collectively~~seeking ~~represented~~exposure ~~$1.1~~to ~~trillion~~high-growth ~~in market capitalization~~opportunities. ~~Concurrently,~~The ~~Asian~~strategic ~~exchanges~~rationale ~~are~~for ~~enhancing~~companies ~~competitiveness~~pursuing ~~via~~listings ~~proximity~~on toU.S. ~~domestic~~and ~~investor~~leading ~~bases,~~Asian ~~acceptance~~exchanges ofis ~~dual-class share structures~~multifaceted, ~~and~~supported ~~regulatory~~by ~~reforms~~deep ~~aimed~~liquidity, atbroad ~~attracting~~investor ~~technology-focused~~participation, ~~issuers. Dual~~ and ~~cross-border~~tailored ~~listings~~regulatory ~~are~~frameworks. ~~increasingly~~U.S. ~~used~~markets to(NYSE ~~mitigate geopolitical~~ and ~~regulatory~~NASDAQ) ~~risk~~remain ~~while~~highly ~~optimizing~~attractive ~~access~~due to ~~global~~the depth of capital, ~~fostering~~pools aand ~~broader~~premium ~~ecosystem~~valuations ofafforded ~~legal~~to ~~advisors,~~high-growth ~~underwriters,~~sectors ~~fintech~~such ~~platforms,~~as technology and ~~governance~~life ~~consultants~~sciences.

~~This~~Notably, ~~momentum is reinforced by growing demand for institutional~~non-~~grade~~U.S. ~~infrastructure~~issuers ~~and~~represented ~~advisory~~39.3% ~~services~~of ~~that~~all ~~connect~~IPOs ~~local~~on ~~private~~U.S. ~~markets with global public~~ exchanges ~~amid~~for ~~rising~~the ~~complexity~~full inyear ~~cross-border~~ended ~~compliance~~December 31, ~~investor relations~~2025, ~~environmental,~~based ~~social,~~on ~~and~~statistics ~~governance~~published ~~(ESG)~~by ~~disclosures,~~the ~~and~~U.S. ~~post-listing~~Securities ~~reporting~~and ~~obligations~~Exchange Commission. According to the ~~Financial~~U.S.-China ~~Advisory~~Economic ~~Services~~and ~~Market~~Security ~~Report~~Review ~~for~~Commission, ~~August~~from January ~~2025~~1, ~~the~~2024 ~~global~~through ~~market~~March 31, ~~for~~2025, ~~financial~~48 ~~advisory~~Chinese ~~services~~issuers islisted ~~expected~~on toU.S. beexchanges, ~~approximately~~raising $~~135~~2.1 billion, ~~in 2025~~ and isas ~~projected~~of toMarch 31, ~~grow~~2025, at286 aChinese ~~compound~~companies ~~annual~~listed ~~rate~~in ofthe ~~roughly~~United ~~8.7%~~States ~~through~~collectively ~~2030,~~represented ~~reaching~~ $~~204 billion by 2030~~1.1 Intrillion ~~parallel,~~in ~~foundational~~market ~~tools~~capitalization. ~~cap table management~~Concurrently, ~~enhanced~~Asian ~~equity~~exchanges ~~transparency,~~are ~~and~~enhancing ~~efficient~~competitiveness ~~connectivity~~via proximity to ~~international~~domestic ~~trading~~investor ~~venues~~bases, ~~have~~acceptance ~~become~~of ~~essential~~dual-class ~~for~~share ~~private~~structures, ~~companies preparing for~~ and ~~executing~~regulatory ~~listings.~~reforms ~~These~~aimed ~~structural~~at ~~shifts,~~attracting ~~combined~~technology-focused ~~with~~issuers. ~~supportive~~Dual ~~macroeconomic conditions (including accommodative monetary policies)~~ and ~~the~~cross-border ~~rapid~~listings ~~digitalization~~are ofincreasingly ~~financial~~used ~~services,~~to ~~suggest~~mitigate ~~sustained~~geopolitical ~~momentum~~and inregulatory ~~public~~risk ~~listing~~while ~~activity~~optimizing ~~among~~access ~~Asia-based~~to ~~growth~~global ~~companies~~capital, ~~positioning~~fostering ~~the region as~~ a ~~key~~broader ~~driver~~ecosystem of ~~global~~legal ~~capital-market~~advisors, ~~integration~~underwriters, ~~and~~fintech ~~long-term~~platforms, ~~value creation for issuers~~ and ~~investors~~governance ~~alike~~consultants.

~~Competition~~This 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 Financial Advisory Services Market data as of December 2025, the global market for financial advisory services reached approximately $92.76 billion in 2025. It is now projected to grow at a compound annual rate (CAGR) of roughly 6.1% to 6.72% through 2033, reaching a projected value of approximately $453.45 billion when considering the broader financial consulting sector. In parallel, foundational tools such as 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.

The competitive landscape for capital markets services targeting private companies in Asia is becoming increasingly sophisticated and fragmented. A 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 as the NYSE, NASDAQ, HKEX, SGX, and TSE. These include traditional 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.Competition

~~Major~~The ~~global~~competitive ~~investment~~landscape ~~banks~~for ~~continue~~capital tomarkets ~~dominate~~services ~~high-profile~~targeting ~~IPOs~~private ~~and~~companies ~~large-cap~~in ~~listings,~~Asia ~~leveraging~~is ~~established~~becoming ~~regulatory~~increasingly ~~relationships,~~sophisticated ~~institutional investor networks,~~ and ~~full-service capital markets infrastructure~~fragmented. ~~However,~~A wegrowing ~~believe~~number ~~that~~of ~~their~~global ~~high~~and ~~fee~~regional ~~structures,~~players ~~selective~~are ~~deal~~positioning ~~criteria,~~themselves ~~and~~to ~~focus~~serve onthe ~~later-stage~~evolving orneeds of high-~~visibility~~growth ~~issuers~~Asian ~~create~~enterprises ~~opportunities~~pursuing ~~for~~listings ~~newer~~on ~~entrants~~major topublic ~~capture~~exchanges ~~underserved~~such ~~segments~~as of the ~~market~~NYSE, ~~particularly~~NASDAQ, ~~mid-sized~~HKEX, ~~private~~SGX, ~~companies~~and inTSE. ~~Asia~~These ~~that~~include ~~are~~traditional ~~earlier~~investment inbanks, ~~their~~boutique ~~listing~~advisory ~~journey or require more flexible~~firms, ~~technology-enabled~~regional ~~support. Regional~~ financial institutions ~~and law firms in Hong Kong~~, ~~Singapore,~~ and ~~India~~an ~~are~~emerging ~~also~~class ~~intensifying~~of ~~their~~digital ~~focus~~platforms onthat ~~pre-listing~~offer ~~advisory~~capital ~~and~~raising, ~~dual~~equity ~~listings~~management, ~~often~~and ~~combining~~advisory ~~regulatory~~services ~~insight~~in ~~with~~a ~~deep~~modular ~~local~~or ~~market~~tech-driven ~~knowledge~~format.

AtMajor ~~the~~global ~~same~~investment ~~time,~~banks ~~fintech~~continue to dominate high-~~enabled~~profile ~~platforms~~IPOs ~~are~~and ~~reshaping~~large-cap ~~competitive~~listings, ~~dynamics~~leveraging byestablished ~~offering~~regulatory ~~niche~~relationships, ~~services~~institutional ~~such~~investor asnetworks, ~~digital~~and ~~equity~~full-service ~~management~~capital markets infrastructure. However, ~~automated~~we ~~investor~~believe ~~onboarding~~that their high fee structures, ~~and~~selective ~~advanced~~deal ~~computational~~criteria, ~~model-enabled~~and ~~financial~~focus ~~planning.~~on ~~Several~~later-stage ~~well~~or high-~~capitalized~~visibility ~~startups~~issuers increate ~~Asia~~opportunities ~~and~~for ~~the~~newer ~~United~~entrants ~~States~~to ~~now~~capture ~~provide~~underserved ~~digital~~segments ~~cap~~of ~~table~~the ~~solutions~~market, ~~cross~~particularly mid-~~border~~sized ~~brokerage~~private ~~access,~~companies orin ~~model-enabled~~Asia ~~advisory~~that ~~tools~~are ~~for~~earlier ~~founders~~in ~~and~~their ~~CFOs~~listing ~~preparing~~journey ~~for~~or ~~capital~~require ~~events.~~more ~~While~~flexible, ~~many~~technology-enabled ofsupport. ~~these~~Regional ~~platforms~~financial ~~operate~~institutions inand ~~silos,~~law afirms ~~few~~in ~~are~~Hong ~~beginning~~Kong, toSingapore, ~~expand~~and ~~into~~India ~~integrated~~are ~~service~~also ~~models~~intensifying ~~similar~~their tofocus ~~those~~on ~~traditionally~~pre-listing ~~provided~~advisory byand ~~investment~~dual ~~banks~~listings, ~~introducing~~often acombining ~~new~~regulatory ~~class~~insight ofwith ~~agile,~~deep ~~lower-cost~~local ~~competitors~~market knowledge.

ToAt ~~compete~~the ~~effectively~~same ~~in this landscape~~time, wefintech-enabled ~~believe~~platforms ~~any~~are ~~company~~reshaping ~~seeking~~competitive todynamics ~~grow~~by ~~its~~offering ~~client~~niche ~~base~~services ~~must~~such ~~overcome~~as ~~several~~digital ~~key~~equity ~~challenges:~~management, ~~(i)~~automated ~~building~~investor ~~trust~~onboarding, ~~with private company founders~~ and ~~boards~~advanced incomputational ~~a relationship~~model-~~driven~~enabled ~~culture;~~financial ~~(ii)~~planning. ~~navigating~~Several ~~jurisdiction~~well-~~specific~~capitalized ~~regulatory~~startups ~~environments~~in ~~across~~Asia ~~multiple~~and ~~Asian~~the ~~markets;~~United ~~and~~States ~~(iii)~~now ~~demonstrating~~provide ~~the~~digital ~~institutional~~cap ~~credibility~~table solutions, ~~technological~~cross-border ~~robustness~~brokerage access, ~~and~~or ~~cross~~model-~~border~~enabled ~~execution~~advisory ~~capabilities~~tools ~~expected~~for offounders ~~advisors~~and ~~involved~~CFOs inpreparing ~~public~~for ~~listings~~capital events. ~~Establishing~~While ~~brand~~many ~~recognition,~~of ~~maintaining~~these ~~strong~~platforms ~~compliance~~operate ~~standards~~in silos, ~~and~~a ~~differentiating~~few ~~through~~are ~~bundled,~~beginning ~~tech-enabled~~to ~~services~~expand ~~will~~into beintegrated ~~critical~~service models similar to ~~overcoming~~those ~~these~~traditionally ~~barriers~~provided ~~and~~by ~~capturing~~investment ~~market~~banks, ~~share~~introducing ina ~~Asia’s~~new ~~increasingly~~class ~~competitive~~of ~~capital~~agile, ~~markets~~lower-cost ~~ecosystem~~competitors.

~~Sales~~To compete effectively in this landscape, we believe any company seeking to grow its client base must overcome several key challenges: (i) building trust with private company founders and ~~Marketing~~boards in a relationship-driven culture; (ii) navigating jurisdiction-specific regulatory environments across multiple Asian markets; and (iii) demonstrating the institutional credibility, technological robustness, and cross-border execution capabilities expected of advisors 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.

~~CapForce’s~~Sales ~~sales~~ and marketing strategy is designed to attract and 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 NYSE, NASDAQ, HKEX, SGX, TSE, and Euronext. Headquartered 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 high-growth private enterprises in markets such as Malaysia, Singapore, Indonesia, Thailand, Vietnam, India, and Greater China.Marketing

~~Through~~CapForce’s ~~its~~sales ~~next-generation~~and ~~digital~~marketing ~~investment~~strategy ~~banking~~is ~~platform~~designed to attract and engage mid-sized, ~~CapForce~~growth-stage ~~plans~~private tocompanies ~~offer~~across aAsia, ~~full~~with ~~suite~~a ofparticular ~~services~~emphasis ~~including~~on ~~listing~~those ~~sponsorship~~preparing ~~and~~for ~~consultancy,~~public ~~cross-border~~listings ~~securities~~on ~~trading,~~leading ~~advanced~~global ~~computational~~exchanges ~~model-enabled~~such ~~investment~~as ~~banking~~the ~~advisory~~NYSE, ~~and~~NASDAQ, ~~FinTech-enabled~~HKEX, ~~capital~~SGX, ~~table~~TSE, ~~management~~and ~~solutions~~Euronext. WeHeadquartered ~~expect~~in ~~that~~Labuan, Malaysia, CapForce ~~will~~operates ~~provide~~at a ~~compelling~~nexus ~~value~~of ~~proposition~~Southeast toAsia’s ~~emerging~~dynamic ~~market~~financial ~~leaders~~and ~~seeking~~innovation ~~scalable~~hubs, ~~cross-border~~granting ~~capital~~it ~~market~~a ~~access.~~competitive ~~The~~advantage ~~marketing~~in sourcing and ~~sales~~engaging ~~strategy~~with ~~will~~high-growth ~~focus~~private onenterprises ~~early~~in ~~engagement,~~markets ~~positioning~~such ~~CapForce~~ as aMalaysia, ~~long-term~~Singapore, ~~partner~~Indonesia, ~~from~~Thailand, ~~pre-listing~~Vietnam, ~~planning~~and ~~to post-listing support~~India.

~~The~~Through goits next-generation digital investment banking platform, CapForce plans to offer a full suite of services including listing sponsorship and consultancy, cross-~~market~~border ~~approach~~securities trading, advanced computational model-enabled investment banking advisory, and fintech-enabled capital table management solutions. We expect that CapForce will beprovide ~~anchored~~a compelling value proposition to emerging market leaders seeking scalable, cross-border capital market access. The marketing and sales strategy will focus on ~~three~~early ~~strategic~~engagement, ~~pillars:~~positioning CapForce as a long-term partner from pre-listing planning to post-listing support.

1.The ~~Leveraging the Pre~~go-~~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~~market ~~prospective~~approach ~~clients.~~will ~~This~~be ~~includes~~anchored 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~~three ~~introductions~~strategic ~~from established financial intermediaries, CapForce minimizes outreach risks and accelerates engagement with listing-ready enterprises.~~pillars:

21. ~~Strategic~~Leveraging ~~Partnerships~~the ~~Across~~Pre-Existing ~~Southeast~~Network ~~and~~of ~~East~~AEI ~~Asia~~Capital Ltd.: CapForce ~~will~~plans ~~develop~~to ~~and~~actively ~~strengthen~~utilize ~~partnerships~~the ~~with~~ regional ~~venture capital~~ and ~~private~~global ~~equity~~relationship ~~firms,~~networks ~~corporate~~of ~~law~~AEI ~~firms~~Capital Ltd., ~~accounting~~the ~~and~~Company’s ~~compliance~~controlling ~~specialists~~stockholder, ~~accelerators,~~to ~~and~~identify ~~startup~~high-quality ~~platforms~~prospective ~~across~~clients. ~~ASEAN,~~This ~~India,~~includes ~~and~~deal ~~North~~referrals ~~Asia.~~from ~~These~~investment ~~partnerships~~partners, ~~will~~corporate ~~act~~advisory asfirms, ~~trusted~~legal ~~distribution~~ and ~~origination~~accounting ~~channels~~networks, ~~particularly~~and ~~for~~board-level ~~capital~~executives. ~~table~~AEI ~~management~~Capital ~~and~~Ltd.’s ~~listing-readiness~~footprint ~~services.~~in ~~Such~~Asia ~~partnerships~~and ~~will~~its ~~enhance~~track ~~market~~record ~~intelligence,~~in ~~regulatory~~facilitating ~~alignment,~~cross-border ~~and~~financial ~~geographic~~transactions ~~coverage-important~~provide ~~factors~~valuable inentry ~~maintaining~~points ainto ~~competitive~~private ~~edge~~company inecosystems ~~fragmented~~across ~~emerging~~Malaysia ~~markets~~and beyond. ~~Co-branded~~By ~~education~~focusing ~~initiatives,~~on ~~investor~~high-value ~~roundtables,~~introductions ~~and~~from ~~exclusive~~established ~~advisory~~financial ~~engagements~~intermediaries, ~~will~~CapForce ~~reinforce~~minimizes ~~CapForce’s~~outreach ~~credibility~~risks asand aaccelerates ~~full-cycle~~engagement ~~capital~~with ~~markets~~listing-ready ~~partner~~enterprises.

32. ~~Localized~~Strategic ~~Digital~~Partnerships ~~Marketing~~Across Southeast and ~~Thought~~East ~~Leadership~~Asia: CapForce will ~~deploy~~develop aand ~~regionally~~strengthen ~~localized~~partnerships ~~digital~~with ~~marketing~~regional ~~strategy.~~venture ~~This~~capital ~~will~~and ~~involve~~private ~~publishing~~equity ~~white~~firms, ~~papers~~corporate onlaw ~~IPO~~firms, accounting and ~~listing~~compliance ~~trends~~specialists, ~~hosting~~accelerators, ~~webinars~~and ~~with~~startup ~~exchange~~platforms ~~representatives~~across ~~and~~ASEAN, ~~advisors~~India, and ~~targeted~~North ~~digital~~Asia. ~~campaigns~~These ~~via~~partnerships ~~LinkedIn,~~will ~~email~~act as trusted distribution and origination channels, particularly for capital table management and ~~professional~~listing-readiness ~~platforms~~services. ~~CapForce’s~~Such ~~presence~~partnerships ~~within~~will ~~the~~enhance ~~growing~~market ~~Asian~~intelligence, ~~fintech~~regulatory ~~innovation~~alignment, ~~region~~and ~~will~~geographic ~~also~~coverage-important ~~support~~factors ~~its~~in ~~visibility~~maintaining ~~through~~a ~~its~~competitive ~~participation~~edge in ~~capital~~fragmented emerging markets. ~~events~~Co-branded education initiatives, ~~fintech~~investor ~~summits~~roundtables, and ~~regulatory~~exclusive ~~forums~~advisory engagements will reinforce CapForce’s credibility as a full-cycle capital markets partner.

~~Additionally,~~3. Localized Digital Marketing and Thought Leadership: CapForce ~~will~~is ~~actively~~deploying ~~build~~a ~~brand~~regionally localized digital marketing strategy. CapForce’s presence ~~and~~within ~~educational~~the ~~leadership~~growing byAsian ~~sponsoring~~fintech orinnovation ~~speaking~~region atsupports ~~key~~its ~~industry~~visibility ~~events~~through ~~across~~its ~~Malaysia,~~participation ~~Singapore,~~in ~~Jakarta,~~capital ~~Mumbai~~markets events, ~~Hong~~fintech ~~Kong~~summits, and ~~Seoul~~regulatory forums. ~~These~~CapForce ~~events~~also ~~will~~plans ~~help~~to ~~raise~~publish ~~awareness~~white ofpapers ~~evolving~~on ~~cross-border~~IPO ~~listing opportunities~~ and ~~the~~listing ~~role~~trends, ofhost ~~digital~~webinars ~~infrastructure~~with inexchange ~~modern~~representatives ~~investment~~and ~~banking~~advisors, ~~while~~and ~~promoting~~perform ~~investor~~targeted ~~confidence~~digital incampaigns ~~CapForce’s~~via ~~domain~~LinkedIn, ~~expertise~~email, and ~~regulatory~~professional ~~familiarity~~platforms.

ByAdditionally, ~~combining~~CapForce ~~its~~will ~~Kuala~~actively ~~Lumpur-based~~build ~~operational~~brand ~~hub,~~presence ~~the~~and ~~relationship~~educational ~~strength~~leadership ofby ~~AEI~~sponsoring ~~Capital~~or ~~Ltd.~~speaking at key industry events across Malaysia, Singapore, Jakarta, Mumbai, Hong Kong, and ~~deep~~Seoul. ~~integration~~These ~~with~~events ~~regional~~will ~~capital~~help ~~markets~~raise ~~ecosystems,~~awareness ~~CapForce~~of isevolving ~~well~~cross-~~positioned~~border tolisting ~~attract~~opportunities and ~~retain~~the arole ~~robust~~of ~~client~~digital ~~base~~infrastructure ofin ~~high-growth~~modern ~~Asian~~investment ~~private~~banking, ~~companies~~while aspromoting ~~they~~investor ~~prepare~~confidence toin ~~enter~~CapForce’s ~~global~~domain ~~public~~expertise ~~markets~~and regulatory familiarity.

~~Sales~~By ~~Process~~combining its Kuala Lumpur-based operational hub, the strength of AEI Capital Ltd., and deep integration with regional capital markets ecosystems, we believe CapForce is well-positioned to attract and retain a robust client base of high-growth Asian private companies as they prepare to enter global public markets.

~~CapForce’s~~Sales sales process is structured to align with its core service offerings and its strategic focus on engaging mid-sized, growth-stage private companies across Asia that are actively preparing for listings on major U.S. and Asian stock exchanges. The process is structured around a consultative engagement model, enabling CapForce to deliver tailored, multi-phase solutions that adapt to each client’s unique stage of maturity, regulatory environment, and strategic objectives.Process

~~For its listing sponsorship and consultancy services,~~ CapForce’s ~~will~~sales beprocess ~~identifying~~is ~~and~~structured ~~qualifying~~to ~~prospective~~align ~~clients, typically companies~~ with ~~valuations~~its ~~between~~core $1service ~~billion~~offerings and ~~$10 billion through~~ its ~~network~~strategic offocus ~~venture~~on ~~capital~~engaging ~~firms~~mid-sized, ~~legal~~growth-stage ~~advisors,~~private ~~and~~companies ~~financial~~across ~~intermediaries.~~Asia ~~The~~that ~~process~~are ~~begins~~actively ~~with~~preparing ~~discovery sessions to assess listing readiness, followed by customized proposals outlining advisory support~~ for ~~exchange~~listings ~~selection,~~on ~~regulatory~~major ~~compliance, and governance preparation~~U.S. ~~Engagements are formalized through defined scopes of work~~ and ~~executed~~Asian instock ~~alignment with clients’ listing timelines~~exchanges. ~~Clients~~The ~~will~~process ~~receive~~is ~~bespoke~~structured ~~advisory~~around ~~scopes~~a ~~that~~consultative ~~integrate~~engagement ~~cross-border regulatory strategy~~model, ~~market~~enabling ~~positioning,~~CapForce ~~and~~to ~~operational~~deliver ~~preparation~~tailored, ~~for listing. This front~~multi-~~loaded,~~phase ~~strategic~~solutions ~~approach~~that ~~helps~~adapt ~~differentiate~~to ~~CapForce~~each ~~from~~client’s ~~transactional~~unique ~~advisors~~stage byof ~~fostering~~maturity, ~~deeper~~regulatory ~~alignment~~environment, ~~with long-term client outcomes~~ and ~~de-risking~~strategic ~~the public market transition~~objectives.

InFor its ~~cross-border~~listing ~~securities~~sponsorship ~~trading~~and consultancy services, CapForce will ~~target~~identify ~~institutional~~and ~~investors,~~qualify ~~qualified~~prospective ~~high-net-worth individuals~~clients, ~~and~~typically ~~listed~~companies ~~issuers~~with ~~seeking~~valuations ~~seamless~~between ~~access~~$1 tobillion ~~global~~and ~~public~~$10 ~~markets.~~billion ~~Clients~~through ~~are~~its ~~acquired~~network ~~through~~of ~~direct~~venture ~~outreach~~capital firms, ~~digital~~legal ~~campaigns~~advisors, and ~~referrals~~financial ~~from~~intermediaries. ~~regional~~The ~~partners.~~process ~~Following~~begins ~~onboarding~~with ~~and~~discovery ~~regulatory~~sessions ~~compliance~~to ~~(including~~assess ~~KYC/AML~~listing ~~protocols)~~readiness, ~~clients~~followed ~~will~~by becustomized ~~provided~~proposals ~~access~~outlining toadvisory asupport ~~secure,~~for ~~multilingual~~exchange ~~trading~~selection, ~~platform~~regulatory ~~offering~~compliance, ~~real-time access to U.S.~~ and ~~Asian~~governance ~~exchanges~~preparation. ~~Relationship~~Engagements ~~management~~are ~~continues~~formalized ~~post-onboarding~~through todefined ~~support~~scopes ~~ongoing~~of ~~trading~~work ~~needs.~~and Byexecuted ~~integrating~~in ~~compliance,~~alignment ~~execution,~~with ~~and~~clients’ ~~custody~~listing ~~into~~timelines. aClients ~~single~~will ~~interface,~~receive ~~CapForce~~bespoke ~~expects~~advisory toscopes ~~reduce~~that ~~operational~~integrate ~~friction~~cross-border ~~and~~regulatory ~~enhance~~strategy, ~~client~~market ~~retention~~positioning, ~~through~~and ~~superior~~operational ~~user~~preparation ~~experience~~for ~~and trading efficiency~~listing. ~~The~~This ~~global~~front-loaded, ~~and~~strategic ~~digital~~approach ~~nature~~helps ofdifferentiate CapForce’s ~~platform~~from ~~will~~transactional ~~support~~advisors ~~scalable~~by ~~customer~~fostering ~~acquisition~~deeper alignment with ~~high~~long-term ~~operating~~client ~~leverage,~~outcomes ~~contributing~~and tode-risking ~~margin~~the ~~expansion~~public asmarket ~~user volume increases~~transition.

~~The~~In ~~sales~~its ~~process~~cross-border ~~for~~securities ~~the~~trading ~~advanced~~services, ~~computational~~CapForce ~~model-enabled~~will ~~investment~~target ~~banking~~institutional ~~advisory~~investors, qualified high-net-worth individuals, and ~~asset~~listed ~~management~~issuers ~~services~~seeking ~~will~~seamless ~~focus~~access onto ~~engaging~~global ~~corporate~~public ~~executives~~markets. ~~and~~Clients ~~investors~~will ~~interested~~be inacquired ~~data-driven~~through direct outreach, ~~automated~~digital ~~financial~~campaigns, ~~guidance~~and referrals from regional partners. ~~Prospective~~Following onboarding and regulatory compliance (including KYC/AML protocols), clients will be ~~introduced~~provided access to ~~the~~a secure, multilingual trading platform ~~through~~offering ~~digital~~real-time ~~content,~~access ~~live~~to ~~demonstrations,~~U.S. and ~~trial~~Asian ~~access~~exchanges. ~~Upon~~Relationship management continues post-onboarding, ~~the~~to AIsupport ~~modules~~ongoing ~~offer~~trading ~~personalized~~needs. ~~financial~~By ~~modeling~~integrating compliance, ~~portfolio construction~~execution, and ~~scenario~~custody ~~analysis~~into ~~tailored~~a single interface, CapForce expects to ~~pre-listing~~reduce ~~planning~~operational friction and ~~post-listing~~enhance ~~strategy~~client retention through superior user experience and trading efficiency. ~~Paid~~The ~~subscriptions~~global orand ~~advisory~~digital ~~retainers~~nature ~~follow~~of ~~successful~~CapForce’s ~~trials,~~platform will support scalable customer acquisition with ~~opportunities~~high ~~for~~operating ~~cross-selling~~leverage, ~~additional~~contributing ~~services~~to margin expansion as ~~client~~user ~~needs~~volume ~~evolve~~increases.

~~For~~The ~~CapForce’s FinTech-enabled capital table management solutions, the~~ sales process ~~will~~for ~~emphasize~~the ~~early~~advanced ~~engagement~~computational ~~with~~model-enabled ~~private~~investment ~~companies~~banking ~~navigating~~advisory ~~complex~~and ~~equity~~asset ~~structures.~~management ~~Leads~~services will befocus ~~sourced~~on ~~through~~engaging ~~partnerships~~corporate ~~with~~executives ~~accelerators, law firms,~~ and ~~venture~~ investors. ~~After~~interested ain ~~gap~~data-driven, ~~assessment~~automated ~~and~~financial ~~product~~guidance. ~~demonstration,~~Prospective clients will be ~~onboarded~~introduced to the ~~digital~~ platform ~~with~~through ~~customized~~digital ~~setup~~content, ~~support~~live demonstrations, and ~~training~~trial access. ~~This~~Upon ~~service~~onboarding, isthe ~~anticipated~~AI tomodules ~~serve~~offer aspersonalized afinancial ~~key~~modeling, ~~entry~~portfolio ~~point~~construction, ~~into~~and ~~CapForce’s~~scenario ~~broader~~analysis ~~ecosystem,~~tailored ~~positioning~~to ~~clients~~pre-listing ~~for~~planning ~~future~~and ~~use~~post-listing ofstrategy. ~~listing~~Paid ~~consultancy~~subscriptions ~~and~~or advisory ~~solutions~~retainers asfollow ~~they~~successful ~~progress~~trials, ~~toward~~with aopportunities ~~public~~for ~~listing~~cross-selling additional services as client needs evolve.

~~Across~~For ~~all~~CapForce’s ~~verticals~~fintech-enabled capital table management solutions, ~~CapForce~~the sales process will ~~maintain~~emphasize aearly ~~centralized~~engagement ~~relationship~~with ~~management~~private ~~infrastructure~~companies tonavigating ~~support~~complex ~~client~~equity ~~engagement~~structures. Leads will be sourced through partnerships with accelerators, ~~post-onboarding~~law ~~support~~firms, and ~~cross-sale~~venture ~~initiatives~~investors. ~~This~~After ~~full-lifecycle~~a ~~model~~gap assessment and product demonstration, clients will ~~enable~~be ~~CapForce~~onboarded to ~~convert~~the ~~one-time~~digital ~~advisory~~platform ~~engagements~~with customized setup support and training. This service is anticipated to serve as a key entry point into ~~sustained,~~CapForce’s ~~multi-product~~broader ~~relationships~~ecosystem, ~~enhancing~~positioning ~~both~~clients ~~client~~for ~~value~~future use of listing consultancy and ~~revenue~~advisory ~~predictability~~solutions as they progress toward a public listing.

~~Intellectual~~Across ~~Property~~all verticals, CapForce will maintain a centralized relationship management infrastructure to support client engagement, post-onboarding support, and cross-sale initiatives. This full-lifecycle model will enable CapForce to convert one-time advisory engagements into sustained, multi-product relationships, enhancing both client value and revenue predictability.

~~The~~Intellectual development and ongoing operation of CapForce’s next-generation global digital investment banking platform and community-focused cross-border stock trading platform are fundamentally underpinned by a robust portfolio of proprietary intellectual property (IP). This IP includes internally developed software code, advanced computational model-enabled investment banking advisory tools, data processing algorithms, user interface frameworks, and integrated compliance and security protocols, all of which collectively support a secure, scalable, and regulatory-compliant digital infrastructure deployed across Asia and other international markets, providing what the Company believes is a significant competitive advantage in the rapidly evolving FinTech landscape.Property

The development and ongoing operation of CapForce’s next-generation global digital investment banking platform ~~ecosystem~~and ~~comprises~~community-focused ~~three~~cross-border ~~distinct~~stock ~~yet~~trading ~~interconnected~~platform ~~components:~~are fundamentally underpinned by a robust portfolio of proprietary intellectual property (IP). This IP includes internally developed software code, advanced computational model-enabled investment banking advisory tools, data processing algorithms, user interface frameworks, and integrated compliance and security protocols, all of which collectively support a secure, scalable, and regulatory-compliant digital infrastructure that will be deployed across Asia and other international markets, providing what the Company believes is a significant competitive advantage in the rapidly evolving fintech landscape.

~~1. a community-focused cross-border stock trading platform;~~7

2.CapForce’s aplatform ~~FinTech-enabled~~ecosystem ~~capital~~will ~~table~~comprise ~~management~~three ~~solution;~~distinct ~~and~~yet interconnected components:

31. ana ~~advanced~~community-focused ~~computational model~~cross-~~enabled~~border ~~investment~~stock ~~banking~~trading ~~advisory and wealth management~~ platform~~, which also supports public listing sponsorship.~~;

~~Each of these platforms involves distinct intellectual property elements~~2. ~~The~~a ~~cross~~fintech-~~border~~enabled ~~trading~~capital ~~platform~~table ~~incorporates~~management ~~proprietary~~solution; ~~matching engines, sophisticated order-routing algorithms, robust multi-currency transaction processing modules,~~ and advanced regulatory compliance engines that integrate with regional financial market infrastructures, ensuring high-speed execution, optimized liquidity, and strict adherence to varied international trading regulations. Our custom-developed APIs enable secure connectivity with global broker-dealers, custodians, and clearing systems while maintaining full auditability and data sovereignty compliance.

73. an advanced computational model-enabled investment banking advisory and wealth management platform, which will also support public listing sponsorship.

~~The~~Each ~~cap~~of ~~table~~these ~~management~~platforms ~~platform~~involves ~~relies~~distinct onintellectual ~~purpose-built~~property ~~software~~elements. ~~engineered~~The tocross-border ~~securely~~trading ~~model~~platform ~~and~~will ~~manage~~incorporate ~~complex~~proprietary ~~ownership~~matching ~~structures~~engines, ~~equity~~sophisticated ~~issuances~~order-routing algorithms, ~~vesting~~robust ~~schedules,~~multi-currency ~~shareholder~~transaction ~~permissions~~processing modules, and ~~comprehensive~~advanced ~~investor~~regulatory ~~dashboards.~~compliance ~~The~~engines ~~inherently~~that ~~sensitive~~integrate ~~nature~~with ofregional financial ~~ownership~~market ~~data necessitates rigorous IP protection around these systems~~infrastructures, ensuring ~~unwavering~~high-speed ~~data integrity~~execution, ~~confidentiality~~optimized liquidity, and ~~compliance.~~strict ~~This~~adherence ~~component~~to ~~requires~~varied IPinternational ~~related~~trading toregulations. ~~advanced~~Our ~~role~~custom-~~based~~developed ~~access~~APIs ~~control~~will ~~systems,~~enable ~~dynamic~~secure ~~scenario~~connectivity ~~modeling~~with ~~(e.g.,~~global ~~dilution~~broker-dealers, ~~conversion events)~~custodians, and ~~sophisticated~~clearing ~~localization~~systems ~~frameworks~~while tomaintaining ~~accommodate~~full ~~jurisdiction-specific~~auditability ~~legal~~ and ~~regulatory~~data ~~nuances~~sovereignty ~~across various Asian markets~~compliance.

The ~~advanced~~cap ~~computational~~table ~~model-enabled~~management ~~investment~~platform ~~banking~~will ~~advisory~~rely ~~platform~~on ~~will~~purpose-built besoftware ~~integrating~~engineered ~~advanced~~to ~~machine~~securely ~~learning~~model and ~~rule-based~~manage ~~logic~~complex ~~engines~~ownership tostructures, ~~automate~~equity ~~financial forecasting~~issuances, ~~portfolio~~vesting ~~optimization~~schedules, ~~valuation~~shareholder ~~benchmarking~~permissions, and ~~listing-readiness~~comprehensive ~~analysis~~investor dashboards. ~~Proprietary~~The AIinherently ~~models~~sensitive ~~trained~~nature onof ~~historical~~financial ~~IPO~~ownership ~~and listing~~ data, ~~regional~~necessitates ~~financial~~rigorous ~~disclosures,~~IP ~~and~~protection ~~real-time~~around ~~market~~these ~~signals~~systems, ~~enable~~ensuring ~~personalized~~unwavering ~~investment~~data ~~banking~~integrity, confidentiality, and ~~asset~~compliance. ~~management~~This ~~recommendations~~component ~~for~~requires ~~both~~IP ~~issuers~~related ~~and~~to ~~investors.~~advanced ~~The~~role-based IPaccess iscontrol ~~embedded~~systems, indynamic ~~the~~scenario ~~natural~~modeling ~~language processing~~ (~~NLP)~~e.g., ~~engines~~dilution, ~~data~~conversion ~~aggregation frameworks~~events), AIand ~~explainability~~sophisticated ~~modules,~~localization ~~and~~frameworks ~~risk~~to ~~modeling~~accommodate ~~techniques~~jurisdiction-specific ~~used~~legal toand ~~power~~regulatory ~~the~~nuances ~~advisory~~across ~~workflows~~various Asian markets.

ToThe ~~effectively~~advanced ~~protect~~computational ~~these~~model-enabled ~~innovations~~investment ~~and~~banking ~~maintain~~advisory ~~our~~platform ~~competitive~~will ~~position,~~be ~~CapForce~~integrating ~~employs~~advanced amachine ~~comprehensive~~learning ~~intellectual~~and ~~property~~rule-based ~~strategy.~~logic ~~This~~engines ~~strategy~~to ~~leverages~~automate afinancial ~~combination~~forecasting, ofportfolio ~~copyrights for our proprietary software code~~optimization, ~~user~~valuation ~~interface frameworks~~benchmarking, and ~~content;~~listing-readiness ~~and~~analysis. ~~trade~~Proprietary ~~secrets to safeguard our core algorithms,~~ AI models, ~~and~~trained ~~confidential~~on ~~operational~~historical ~~methodologies.~~IPO Inand ~~addition~~listing data, ~~the~~regional ~~Company~~financial ~~will evaluate strategic opportunities to pursue patent protection for its IP. Meanwhile~~disclosures, ~~CapForce~~and isreal-time inmarket ~~the~~signals ~~process~~enable ofpersonalized ~~establishing~~investment ~~strong~~banking ~~data governance, cybersecurity,~~ and ~~infrastructure~~asset ~~control~~management ~~policies~~recommendations tofor ~~safeguard~~both ~~intellectual~~issuers ~~property~~ and ~~ensure~~investors. ~~continuity~~The ~~across~~IP ~~its~~is ~~multi-jurisdictional~~embedded ~~platform~~in ~~operations. Furthermore,~~ the ~~Company~~natural ~~plans~~language toprocessing ~~implement~~(NLP) ~~stringent internal controls~~engines, ~~including~~data ~~confidentiality~~aggregation ~~and~~frameworks, ~~intellectual~~AI ~~property~~explainability ~~assignment~~modules, ~~agreements with employees~~ and ~~third-party~~risk ~~partners,~~modeling ~~and~~techniques ~~intends~~used to ~~actively~~power ~~monitor~~the ~~for~~advisory ~~unauthorized use or infringement of our valuable IP assets~~workflows.

~~Regulation~~To effectively protect these innovations and maintain our competitive position, CapForce employs a comprehensive intellectual property strategy. This strategy leverages a combination of copyrights for our proprietary software code, user interface frameworks, and content; and trade secrets, including know-how, to safeguard our core algorithms, AI models, and confidential operational methodologies. In addition, the Company will evaluate strategic opportunities to pursue patent protection for its IP. Meanwhile, CapForce is in the process of establishing strong data governance, cybersecurity, and infrastructure control policies to 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.

AsGovernment CapForce expands its digital investment banking and cross-border trading services across Asia and other global markets, it is subject to a broad 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.Regulation

~~Securities~~As CapForce expands its digital investment banking and ~~Capital~~cross-border ~~Markets~~trading ~~Regulation~~services across Asia and other global markets, it is subject to a broad range of regulatory frameworks. These regulations 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.

CapForce’s listing sponsorship, cross-border trading, and advisory activities are subject to securities regulations in key markets, including the United States (SEC and FINRA), Hong Kong (SFC), 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.8

~~Investment~~Securities ~~Advisory~~ and ~~Model-Enabled~~Capital ~~Advisory~~Markets Regulation

~~The~~CapForce’s ~~advanced~~listing ~~computational~~sponsorship, ~~model~~cross-~~enabled~~border ~~investment~~trading, ~~banking~~and advisory ~~platform~~activities ~~offered~~are ~~by CapForce may be~~ subject to ~~investment~~securities ~~advisory~~ regulations in ~~markets~~key ~~such as the U.S.~~markets, ~~Singapore,~~including ~~and Hong Kong. Jurisdictions like~~ the United States (~~under~~SEC ~~the~~and ~~Investment~~FINRA), ~~Advisers~~Hong ~~Act~~Kong ~~of 1940~~(SFC), Singapore (~~under the Securities and Futures Act~~MAS), and ~~Hong~~Malaysia ~~Kong~~ (~~under~~SC ~~Type~~and ~~4/9~~Bursa ~~activities~~Malaysia) ~~define advisory services broadly, particularly when personalized or automated investment recommendations are involved~~. ~~To remain compliant, CapForce evaluates the legal treatment of its model-enabled advisory features within each jurisdiction.~~ Where licensing is required, itCapForce will ~~collaborate~~either partner with licensed ~~partners~~entities or ~~restrict~~limits its ~~services~~activities to ~~educational~~unregulated ~~or general guidance~~ functions, ~~that~~such ~~fall~~as ~~outside~~underwriting ~~regulated~~or ~~advice~~market-making. ~~CapForce’s~~With ~~model-enabled~~regard ~~advisory modules are designed with transparency and explainability~~ to ~~support~~public ~~investor~~listing ~~education~~advisory services, ~~and~~CapForce ~~appropriate~~must ~~disclosures~~comply ~~are~~with ~~provided to users to clarify the scope of~~ any ~~non~~exchange-~~licensed~~specific ~~activities~~requirements.

8Investment Advisory and Model-Enabled Advisory Regulation

~~Data~~The ~~Privacy~~advanced computational model-enabled investment banking advisory platform to be offered by CapForce may be subject to investment advisory regulations in markets such as the U.S., Singapore, and ~~Cross~~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 automated investment recommendations are involved. To remain compliant, CapForce will evaluate the legal treatment of its model-~~Border~~enabled ~~Data~~advisory ~~Transfers~~features within each jurisdiction. Where licensing is required, the Company plans to work 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 being designed with transparency and explainability to support investor education, and appropriate disclosures will be provided to users to clarify the scope of any non-licensed activities.

~~CapForce processes user, investor, and issuer data across multiple jurisdictions and is therefore subject to data privacy laws such as the EU’s General~~ Data ~~Protection~~Privacy ~~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~~Cross-~~based~~Border ~~access~~Data 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 ASEAN 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.Transfers

~~Anti-Money~~CapForce ~~Laundering~~will process user, investor, and issuer data across multiple jurisdictions and will therefore be subject to data privacy laws such as the EU’s General Data Protection Regulation (~~AML~~GDPR), Malaysia’s Personal Data Protection Act (PDPA), Singapore’s PDPA, India’s Digital Personal Data Protection Act, and ~~Know~~China’s ~~Your~~Personal ~~Customer~~Information Protection Law (~~KYC~~PIPL). To comply with these requirements, CapForce will implement data protection measures including data encryption, role-based access controls, user consent protocols, and secure storage. Where data transfers cross jurisdictional borders, CapForce will rely on legal mechanisms such as Standard Contractual Clauses (SCCs) or ASEAN 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.

~~AML and KYC obligations are central to CapForce’s trading platform and client onboarding processes, especially given its cross~~Anti-~~border~~Money ~~focus.~~Laundering ~~CapForce adheres to standards outlined by the Financial Action Task Force~~ (~~FATF~~AML), and ~~where~~Know ~~applicable,~~Your ~~the~~Customer ~~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 automated and manual due diligence procedures. These include identity verification through KYC systems, ongoing monitoring of 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~~AML and ~~Operational~~KYC ~~Resilience~~obligations are central to CapForce’s trading platform and client onboarding processes, especially given its cross-border focus. CapForce will adhere to standards outlined by the Financial Action 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 will implement a combination of automated and manual due diligence procedures. These will include identity verification through KYC systems, ongoing monitoring of 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.

~~CapForce’s platforms are subject to regulatory expectations for cybersecurity and operational risk management, including guidelines from MAS (Technology Risk Management Guidelines), HKMA (~~Cybersecurity ~~Fortification Initiative),~~ and ~~comparable~~Operational frameworks in the U.S. and other Asian markets. In response, CapForce outsourced the development of a comprehensive cybersecurity and IT governance program. This includes multi-layered security architecture, encryption of sensitive data, multi-factor authentication, intrusion detection systems, disaster recovery protocols, and periodic penetration testing. CapForce maintains operational continuity and incident response plans, which are regularly tested to ensure resilience. These policies are aligned with industry best practices and are regularly reviewed to remain current with evolving regulatory expectations.Resilience

~~Intellectual~~CapForce’s ~~Property~~platforms will be subject to regulatory expectations for cybersecurity and ~~Software~~operational ~~Licensing~~risk ~~Compliance~~management, including guidelines from MAS (Technology Risk Management Guidelines), HKMA (Cybersecurity Fortification Initiative), and comparable frameworks in the U.S. and other Asian markets. In response, CapForce is outsourcing the development of a comprehensive cybersecurity and IT governance program. This cybersecurity and governance program will include multi-layered security architecture, encryption of sensitive data, multi-factor authentication, intrusion detection systems, disaster recovery protocols, and periodic penetration testing. CapForce maintains operational continuity and incident response plans, which are regularly tested to ensure resilience. These policies are aligned with industry best practices and are regularly reviewed to remain current with evolving regulatory expectations.

CapForce’s platforms rely on proprietary software code, AI models, and integration with select third-party tools, requiring adherence to intellectual property laws and software licensing terms. All software and algorithms developed in-house are protected through internal controls, and any use of third-party components, whether commercial or open-source, is subject to legal review. Intellectual property governance also includes version control, restricted access to source code, and IP ownership tracking across development cycles.9

~~Taxation~~Intellectual Property and ~~Regulatory~~Software ~~Reporting~~Licensing Compliance

CapForce’s ~~cross-border~~platforms ~~operations~~will ~~give~~rely ~~rise~~on toproprietary ~~taxation~~software ~~and~~code, ~~financial~~AI ~~reporting~~models, ~~obligations~~and inintegration ~~multiple~~with ~~jurisdictions.~~select ~~These~~third-party ~~include corporate income tax~~tools, ~~indirect~~requiring ~~taxes~~adherence ~~(such~~to asintellectual ~~VAT~~property orlaws ~~GST),~~ and ~~international~~software ~~reporting~~licensing ~~requirements~~terms. ~~under~~All ~~the~~software ~~OECD’s Base Erosion~~ and ~~Profit~~algorithms ~~Shifting~~developed ~~(BEPS)~~in-house ~~framework,~~are ~~the~~protected ~~Foreign~~through ~~Account~~internal ~~Tax Compliance Act (FATCA)~~controls, and ~~the~~any ~~Common~~use ~~Reporting~~of ~~Standard~~third-party ~~(CRS). To ensure compliance~~components, ~~CapForce~~whether ~~works~~commercial ~~with~~or ~~international~~open-source, ~~tax~~is ~~consultants~~subject ~~and~~to legal ~~advisors~~review. toIntellectual ~~maintain~~property ~~accurate~~governance ~~reporting,~~also ~~appropriate~~includes ~~transfer~~version ~~pricing documentation~~control, ~~and~~restricted ~~timely~~access ~~tax filings in all relevant jurisdictions. Internal finance systems are designed~~ to ~~capture~~source ~~and categorize transactions efficiently~~code, ~~enabling~~and ~~accurate~~IP ~~reporting~~ownership totracking ~~tax~~across ~~authorities~~development ~~and regulators~~cycles.

9Taxation and Regulatory Reporting

~~Human~~CapForce’s ~~Capital~~cross-border ~~Resources~~operations give rise to taxation and financial reporting obligations in multiple jurisdictions. These include corporate income tax, indirect taxes (such as VAT or GST), and international reporting requirements under the OECD’s Base Erosion and Profit Shifting (BEPS) framework, the Foreign Account Tax Compliance Act (FATCA), and the 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.

AsHuman ofCapital December 31, 2024, we employed 1 full-time employee, located in the United States, and 3 fractional consultants in Malaysia. Our U.S.-based employee works remotely and primarily supports the Company’s accounting, finance, and corporate administration functions, while our Malaysia-based team supports a broader range of core activities, including business development, technology and platform development, client engagement, legal, operations, and IT infrastructure.Resources

~~Our~~As ~~ability~~of toDecember 31, ~~deliver~~2025, ~~digital~~we ~~investment~~employed ~~banking~~3 ~~and cross~~full-~~border~~time ~~capital~~employees ~~market~~and ~~solutions~~3 atfractional ~~scale~~consultants ~~depends~~across onthe ~~attracting,~~U.S. ~~developing,~~ and ~~retaining~~Asia. ~~skilled~~One ~~professionals~~of ~~across~~our ~~multiple~~employees ~~disciplines,~~primarily ~~including~~supports ~~financial~~the ~~technology,~~Company’s ~~software engineering~~accounting, ~~investment advisory~~finance, ~~regulatory compliance,~~ and ~~strategic~~corporate ~~consulting.~~administration ~~In a competitive global talent market~~functions, ~~particularly~~while ~~within~~the ~~financial~~other ~~services~~employees ~~and~~support ~~technology, we recognize that~~ the ~~strength~~business ofdevelopment ~~our~~and ~~human~~investment ~~capital~~banking isfunctions. ~~fundamental~~Our tofractional ~~executing~~consultants ~~our~~support ~~strategy~~a ~~and~~broader ~~achieving~~range ~~long-term~~of ~~growth.~~core ~~To that end~~activities, weincluding ~~continue~~business todevelopment, ~~invest~~technology inand ~~comprehensive~~platform ~~human~~development, ~~capital~~client ~~management~~engagement, ~~practices designed to promote performance~~legal, ~~innovation~~operations, and ~~employee~~IT ~~wellbeing~~infrastructure.

~~Culture~~Our ability to deliver digital investment banking and cross-border capital market solutions at scale depends on attracting, developing, and retaining skilled professionals across multiple disciplines, including financial technology, software engineering, investment advisory, regulatory compliance, and strategic 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.

We are committed to building and sustaining a high-performance, mission-driven culture characterized by accountability, agility, and innovation. We aim to operate in a collaborative and entrepreneurial environment, with shared values centered around client success, technological excellence, and market integrity. We actively foster a workplace culture that supports diversity of thought, inclusivity, and international collaboration between our U.S. and Malaysian teams. We promote open communication, mutual respect, and continuous improvement across all areas of the business.Culture

~~Compensation~~We are committed to building and ~~Equity~~sustaining ~~Incentives~~a high-performance, mission-driven culture characterized by accountability, agility, and innovation. We aim to operate in a collaborative and entrepreneurial environment, with shared values centered around client success, technological excellence, and market integrity. We seek to foster a workplace culture that supports diversity of thought, inclusivity, and international collaboration between our U.S. and Asia-based teams. We promote open communication, mutual respect, and continuous improvement across all areas of the business.

ToCompensation ~~attract~~ and ~~retain~~Equity 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.Incentives

~~Training~~To attract and retain top-tier talent, ~~Development~~we offer market-competitive base salaries and a range of performance-linked incentives. These incentives 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 ~~Career~~stock ~~Growth~~options. We believe equity ownership aligns the interests of our employees with those of our shareholders and reinforces a long-term ownership mindset.

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.10

~~Workplace~~Training, ~~Culture~~Development, and ~~Inclusion~~Career Growth

We ~~are~~aim ~~proud~~to ofinvest ~~the~~in ~~diverse~~our ~~backgrounds~~employees’ growth and ~~perspectives~~development ~~represented~~through ~~across~~a ~~our~~combination ~~team.~~of Asformal atraining ~~cross-border~~programs, ~~organization~~mentorship ~~with~~initiatives, ~~employees~~and ~~in both~~ on-the-job Ulearning opportunities.S. ~~and~~Such ~~Malaysia,~~programs weinclude ~~actively~~internal ~~promote~~knowledge-sharing ~~inclusion~~sessions, ~~equal~~access ~~opportunity,~~to ~~and~~professional ~~multicultural~~development ~~engagement.~~resources, ~~Our~~and ~~hiring~~cross-border ~~and~~collaboration ~~development~~between ~~practices~~our ~~are~~offices. ~~designed~~We toalso beprovide ~~merit-based,~~support ~~free~~for ~~from~~continuing ~~discrimination,~~education and ~~supportive~~professional ofcertifications arelevant ~~diverse~~to ~~workforce~~our ~~reflective~~sector, ofincluding ~~the~~finance, ~~global~~technology, ~~markets~~and wecompliance ~~serve~~domains.

~~Health,~~Workplace ~~Wellness,~~Culture and ~~Work-Life Balance~~Inclusion

We ~~recognize~~are ~~that~~proud ~~employee~~of ~~wellbeing~~the isdiverse ~~essential~~backgrounds toand ~~long-term~~perspectives ~~organizational~~represented ~~success.~~across ~~We support~~ our team’s. ~~physical~~As ~~health,~~a ~~mental~~cross-border ~~wellness,~~organization ~~and~~with ~~work-life~~employees ~~balance~~in ~~through~~both ~~flexible~~the ~~remote~~U.S. ~~work~~and ~~arrangements~~Asia, ~~comprehensive~~we ~~paid~~actively ~~time~~promote ~~off~~inclusion, ~~policies~~equal opportunity, and ~~regular~~multicultural ~~wellbeing check-ins~~engagement. InOur ~~addition,~~hiring weand ~~benchmark~~development ~~our~~practices ~~healthcare~~are ~~offerings~~designed ~~annually~~ to ~~ensure~~be ~~they~~merit-based, ~~remain~~free ~~competitive~~from discrimination, and ~~responsive~~supportive toof ~~employee~~a ~~needs.~~diverse Weworkforce ~~continue~~reflective toof ~~prioritize~~the ~~mental~~global ~~health~~markets ~~awareness~~we ~~and wellness communication through internal channels~~serve.

~~Employee~~Health, ~~Engagement~~Wellness, and ~~Communication~~Work-Life Balance

We ~~maintain~~recognize ~~frequent~~that ~~communication~~employee ~~with~~wellbeing ~~our~~is ~~employees~~essential ~~through~~to long-term organizational success. We support our team’s ~~meetings~~physical health, ~~performance~~mental ~~reviews~~wellness, and ~~internal~~work-life ~~updates.~~balance ~~Employee~~through ~~feedback~~flexible isremote ~~encouraged~~work arrangements, comprehensive paid time off policies, and ~~incorporated~~regular ~~into~~well-being ~~decision~~check-~~making~~ins. ~~processes~~In ~~where~~addition, ~~appropriate.~~we ~~Regular~~benchmark ~~engagement~~our ~~initiatives,~~healthcare ~~both~~offerings ~~virtual~~annually to ensure they remain competitive and ~~in-person,~~responsive ~~help~~to ~~strengthen~~employee ~~team~~needs. ~~cohesion~~We ~~and~~continue ~~alignment~~to ~~with~~prioritize ~~the~~mental ~~Company’s~~health ~~mission~~awareness and ~~goals~~wellness communication through internal channels.

10Employee Engagement and Communication

~~Glossary~~We maintain frequent communication with our employees through team meetings, performance reviews, and internal updates. Employee feedback is encouraged and incorporated into decision-making processes where appropriate. Regular engagement initiatives, both virtual and in-person, help strengthen team cohesion and alignment with the Company’s mission and goals.

~~The following industry, regulatory and OpGen-specific terms are used throughout this Annual Report:~~Glossary

~~“AML”~~The ~~means~~following ~~anti~~industry, regulatory and CapForce-~~money~~specific ~~laundering.~~terms are used throughout this Annual Report:

“~~Annual Report~~AML” means ~~this Annual Report on Form 10~~anti-Kmoney laundering.

“~~EIB~~Annual Report” means ~~European~~this ~~Investment~~Annual ~~Bank~~Report on Form 10-K.

“~~FATCA~~ECIB” means ~~Foreign~~European ~~Account~~Credit ~~Tax~~Investment ~~Compliance~~Bank Ltd.

“~~FATF~~FATCA” means ~~Financial~~Foreign ~~Action~~Account ~~Task~~Tax ~~Force~~Compliance.

“~~FINRA~~FATF” means ~~the U.S.~~ Financial ~~Industry~~Action ~~Regulatory~~Task ~~Authority~~Force.

“~~GDPR~~FINRA” means the ~~European~~U.S. ~~Union’s~~Financial ~~General~~Industry ~~Data~~Regulatory ~~Protection Regulation~~Authority.

“~~HKEX~~GDPR” means ~~Hong~~the ~~Kong~~European ~~Stock~~Union’s ~~Exchange~~General Data Protection Regulation.

“~~IPO~~HKEX” means ~~initial~~Hong ~~public~~Kong ~~offering~~Stock Exchange.

“~~KYC~~IPO” means ~~Know~~initial ~~Your~~public ~~Customer~~offering.

“~~MAS~~KYC” means ~~Monetary~~Know ~~Authority~~Your ~~of Singapore~~Customer.

~~“NOL” means net operating loss.~~11

“~~NYSE~~MAS” means ~~New~~Monetary ~~York~~Authority ~~Stock~~of ~~Exchange~~Singapore.

“~~PDPA~~NOL” means ~~Malaysia’s~~net ~~Personal~~operating ~~Data Protection Act~~loss.

“~~PIPL~~NYSE” means ~~China’s~~New ~~Personal~~York ~~Information~~Stock ~~Protection Law~~Exchange.

“SCPDPA” means ~~Securities~~Malaysia’s ~~Commission~~Personal ~~Malaysia~~Data Protection Act.

“~~SEC~~PIPL” means ~~the~~China’s ~~U.S.~~Personal ~~Securities~~Information ~~and~~Protection ~~Exchange Commission~~Law.

“~~Securities Act~~SC” means ~~the~~ Securities ~~Act~~Commission ~~of 1933, as amended~~Malaysia.

“~~SFC~~SEC” means the ~~Hong~~U.S. ~~Kong~~ Securities and ~~Futures~~Exchange Commission.

“~~SGX~~Securities Act” means ~~Singapore~~the ~~Exchange~~Securities Act of 1933, as amended.

“~~TSE~~SFC” means ~~Tokyo~~the ~~Stock~~Hong ~~Exchange~~Kong Securities and Futures Commission.

~~Available~~“SGX” ~~Information~~means Singapore Exchange.

We“TSE” ~~maintain~~means aTokyo ~~website~~Stock 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-K, quarterly reports on Form 10-Q and current reports 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.~~

11Available Information

~~Item~~We 1Amaintain a website at www.opgen.com. ~~Risk~~Our ~~Factors~~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 current reports 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.

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 forward-looking statement made in 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.12

~~Risks~~Item ~~Related~~1A. toRisk ~~Our Business~~Factors

WeThe following are asignificant ~~new~~factors ~~entrant~~known into us that could materially harm our ~~industry~~business, ~~and~~financial ~~have~~condition ~~limited~~or operating ~~experience~~results or could cause our actual results to differ materially from our anticipated results or other expectations, ~~which~~including those expressed in any forward-looking statement made in 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 ~~limit~~also adversely affect our ~~ability~~business, tofinancial ~~execute~~condition ~~effectively~~and operating results. If any of these risks actually occur, our business, financial condition, and operating results could suffer significantly.

WeRisks ~~are~~Related ~~repositioning~~to ~~our business and are still in the early stages of developing our operations in this sector.~~ Our limited operating history can make it difficult for investors to assess our prospects. We may face unforeseen challenges in adapting to market dynamics, executing our business model, and establishing our presence, which could adversely affect our results of operations and financial condition.Business

IfWe weare ~~fail~~a tonew ~~effectively~~entrant ~~manage~~in our ~~growth,~~industry ~~our~~and ~~business,~~have ~~financial~~limited ~~condition~~operating ~~and~~experience, ~~results~~which ofmay ~~operations~~limit ~~could~~our beability ~~adversely~~to ~~affected~~execute effectively.

We ~~are~~recently ~~repositioning~~repositioned ~~into a new industry and working to grow~~ our business. ~~This repositioning~~ and ~~expansion~~are ~~increase~~still in the ~~complexity~~early stages of ~~our~~developing ~~business and has placed, and will continue to place, strain on~~ our ~~management, personnel,~~ operations, systems, technical performance, financial resources and internal financial control and reporting functions. Our ability to manage our transition and growth effectively including navigating unfamiliar market dynamics and competitive pressures in ~~the~~this new industry and integrating new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employeessector. Our ~~ability~~limited tooperating ~~manage~~history ~~our~~can ~~growth~~make ~~effectively~~it ~~will~~difficult ~~require~~for usinvestors to ~~implement~~assess ~~and improve~~ our ~~operational, financial, and management systems and to expand, train, manage, and motivate our employees~~prospects. ~~These~~We ~~demands~~may ~~will~~face ~~require~~unforeseen ~~the~~challenges ~~hiring~~in ofadapting ~~additional management and operational personnel. Continued growth could strain our ability~~ to ~~develop~~market ~~and improve our operational~~dynamics, ~~financial~~executing ~~and management controls, enhance~~ our ~~reporting~~business ~~systems and procedures~~model, ~~recruit, train~~ and ~~retain~~establishing ~~highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the transition or growth of~~ our ~~business and operations~~presence, ~~the quality of our offerings could suffer,~~ which could ~~negatively~~adversely affect our ~~reputation and brand, business, financial condition and~~ results of operations. ~~Failure to successfully adapt to the demands of the new industry~~ and ~~effectively~~financial ~~scale our operations could jeopardize our market position and long-term viability~~condition.

WeIf ~~have~~we afail ~~history~~to ofeffectively ~~losses~~manage our growth, our business, financial condition and ~~uncertain~~results ~~future~~of ~~profitability~~operations ~~due~~could tobe ~~business~~adversely ~~repositioning~~affected.

We have ~~incurred~~repositioned ~~significant~~into ~~net~~a ~~losses~~new ~~since~~industry and are working to grow our ~~inception~~business. This repositioning and expansion increase the complexity of our business and has placed, ~~although~~and wewill ~~generated~~continue ~~revenue~~to ~~during~~place, ~~the~~strain ~~current~~on ~~reporting~~our ~~period~~management, wepersonnel, ~~cannot~~operations, ~~assure~~systems, ~~you~~technical ~~that~~performance, wefinancial ~~will~~resources ~~achieve~~and orinternal ~~sustain~~financial ~~profitability~~control and reporting functions. Our ability to manage our transition and growth effectively, including navigating unfamiliar market dynamics and competitive pressures in the ~~future.~~new Weindustry ~~are~~and ~~currently~~integrating ~~undergoing~~new aemployees, ~~strategic~~technologies ~~repositioning~~and ofacquisitions into our existing business, ~~and~~will ~~our~~require ~~long-term~~us ~~success~~to ~~depends~~continue onto expand our ~~ability~~operational toand ~~effectively~~financial ~~implement~~infrastructure and ~~adapt~~to ~~this~~continue ~~evolving~~to ~~strategy~~retain, inattract, atrain, ~~dynamic~~motivate and ~~competitive~~manage ~~market~~employees. ~~This~~Our ~~repositioning~~ability ~~involves~~to ~~uncertainties~~manage ~~related~~our growth effectively will require us to implement and improve our operational, ~~changes~~financial, ~~market~~and ~~adoption,~~management systems and ~~execution~~to ~~risks~~expand, train, manage, and wemotivate ~~may~~our ~~not~~employees. ~~realize~~These demands will require the ~~intended~~hiring ~~benefits~~of oradditional ~~efficiencies~~management and operational personnel. AsContinued agrowth ~~result,~~could westrain ~~may~~our ~~continue~~ability to ~~experience~~develop ~~operating~~and ~~losses~~improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we ~~cannot~~do ~~guarantee~~not ~~that~~effectively manage the transition or growth of our business ~~model~~and ~~will~~operations, ~~succeed~~the orquality ~~that~~of weour ~~will~~offerings ~~achieve~~could ~~positive~~suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations. Failure to successfully adapt to the demands of the new industry and effectively scale our operations could jeopardize our market position and long-term viability.

WeOur ~~depend~~operations onwithin ~~our~~the ~~key~~securities ~~personnel~~ and ~~other~~capital ~~highly~~markets ~~skilled~~ecosystem ~~personnel,~~subject ~~and~~us ifto wecomplex ~~fail~~and toevolving ~~attract,~~regulatory ~~retain,~~requirements ~~motivate~~that orcould ~~integrate~~materially ~~our~~adversely ~~personnel,~~affect our business~~, financial condition and results of operations could be adversely affected~~.

~~Our~~We ~~success~~provide ~~depends~~technology, ~~in part on the service of our senior management team as well as key technical employees and other highly skilled personnel~~data, and onadvisory ~~our~~solutions ~~ability~~that tosupport ~~identify,~~securities ~~hire~~offerings, ~~develop,~~listing ~~motivate~~readiness, ~~retain~~ and ~~integrate~~cross-border ~~highly~~capital ~~qualified~~markets ~~personnel for all areas of our organization~~activities. InWhile ~~order to effectively execute our strategy,~~ we ~~will~~are ~~need~~not toregistered ~~hire~~as ~~employees~~a ~~for~~broker-dealer ~~various~~or ~~roles~~securities exchange in the ~~development,~~United ~~operations,~~States ~~sales, and compliance parts of our business. We may not be successful in attracting and retaining qualified personnel to fulfill our current~~ or ~~future~~other ~~needs.~~jurisdictions, ~~Our~~certain ~~competitors~~aspects ~~may be successful in recruiting and hiring members~~ of our ~~management~~services ~~team or other key employees, and it~~ may be ~~difficult~~subject ~~for us~~ to ~~find~~regulation ~~suitable~~by ~~replacements~~securities onauthorities ain ~~timely~~the ~~basis,~~United onStates ~~competitive terms or at all. If we are unable to attract~~ and ~~retain the necessary personnel, particularly~~ in ~~critical~~foreign ~~areas of our business, we may not achieve our strategic goals~~jurisdictions.

12Regulatory frameworks applicable to technology-enabled platforms in the securities industry are evolving and, in some cases, may be unclear or subject to differing interpretations. As a result, we may be required to obtain additional licenses or approvals, adjust our business practices, or limit certain activities in particular jurisdictions.

Our ~~concentration~~cross-border ofactivities ~~revenues~~may ~~from~~also ~~one~~subject ~~client~~us ~~contract~~to multiple and potentially conflicting regulatory regimes, including requirements relating to investor solicitation, data handling, and capital flows. Compliance with these regulations may increase our costs and operational complexity and could limit our ability to expand our platform. Any such developments could have a material adverse effect on our business, financial condition, and results of operations.

We currently derive a substantial amount of our total revenue through one client contract. If we are unable to identify additional clients, or if our client fails to fulfill its obligations to us, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.13

~~There~~Our isoperations ain ~~concentration~~Malaysia ofand ~~ownership of~~ our ~~common~~personnel ~~stock~~in bySingapore ~~AEI~~subject ~~Capital~~us ~~Ltd.,~~to ~~or AEI~~economic, ~~and AEI may exert substantial influence over the Company’s business~~political, and ~~the~~regulatory ~~interest~~risks ofthat ~~AEI~~could ~~may~~adversely ~~conflict~~affect ~~with~~our ~~those interests of other stockholders~~business.

~~AEI~~We ~~and~~operate ~~its~~in ~~affiliates~~Malaysia ~~own~~and ~~approximately~~maintain ~~75.9%~~personnel ofin ~~our~~Singapore, ~~outstanding~~and ~~common~~may ~~stock~~further expand internationally. ~~AEI~~As ~~has~~a ~~appointed~~result, 5we ~~directors~~are subject to ~~the~~risks ~~board.~~associated ~~Based~~with onconducting ~~AEI’s~~business ~~representation~~outside on the ~~board~~United ~~and ownership position~~States, ~~AEI~~including ischanges ~~able~~in tolaws ~~exert~~and ~~substantial~~regulations, ~~influence~~currency ~~over the Company’s business. Additionally~~controls, ~~the~~and ~~interests~~differing ofgovernance ~~AEI~~and ~~may~~disclosure bestandards. ~~different~~Regulatory ~~from~~frameworks orin ~~conflict~~these ~~with~~jurisdictions, ~~the~~particularly ~~interests~~for ofcapital ~~the~~markets ~~other~~and ~~stockholders.~~financial ~~This~~services ~~concentration~~activities, ofmay ~~voting~~continue ~~power~~to ~~with~~evolve ~~AEI~~and ~~could~~may ~~delay,~~limit ~~defer,~~ or ~~prevent~~condition aour ~~change~~operations. ofIn ~~control~~addition, ~~entrench~~legal ~~management~~protections and ~~the~~enforcement ~~board,~~mechanisms ormay ~~delay~~be ormore ~~prevent~~limited ~~a merger, consolidation, takeover,~~ or ~~other~~uncertain ~~business~~than ~~combination~~in ~~involving~~ the ~~Company~~United onStates. ~~terms~~These ~~that~~factors ~~other~~may ~~stockholders~~increase ~~may~~our ~~desire.~~compliance Incosts ~~addition,~~and ~~conflicts~~operational ofcomplexity ~~interest~~and could ~~arise~~limit inour ~~the~~ability ~~future~~to ~~between~~operate ~~the~~effectively ~~Company,~~or onexpand ~~the~~in ~~one~~these ~~hand~~markets, ~~and~~which ~~AEI,~~could onhave ~~the~~a ~~other~~material ~~hand,~~adverse ~~concerning~~effect ~~potential~~on ~~competitive~~our business ~~activities~~, ~~business~~financial ~~opportunities~~condition, ~~the~~and ~~issuance~~results of ~~additional securities and other matters~~operations.

~~Security~~Global ~~breaches,~~economic ~~loss of data~~ and ~~other~~geopolitical ~~disruptions~~conditions could ~~compromise~~adversely ~~sensitive~~affect ~~information related to~~ our business ~~or prevent us from accessing critical information~~ and ~~expose~~the uscapital tomarkets ~~liability,~~environment in which ~~could~~we ~~adversely affect our business and our reputation~~operate.

InOur ~~the~~business ~~ordinary~~depends, ~~course~~in ~~of our business~~part, weon ~~collect~~the ~~and~~stability ~~store~~of ~~sensitive~~global ~~data~~financial markets. WeGeopolitical ~~also~~developments, ~~store~~including ~~sensitive~~conflicts, ~~intellectual~~sanctions, ~~property~~or ~~and~~instability ~~other~~in ~~proprietary~~regions ~~business~~such ~~information,~~as ~~including~~the ~~that~~Middle ofEast, ~~our~~may ~~customers.~~result Wein ~~will~~market ~~manage~~volatility, ~~and~~reduced ~~maintain~~investor ~~our~~confidence, ~~applications~~ and ~~data~~disruptions ~~utilizing~~to across-border ~~combination~~capital offlows. ~~on-site~~Such ~~systems~~conditions ~~and~~may ~~cloud-based~~also ~~data~~contribute ~~center~~to ~~systems.~~inflation, ~~These~~currency ~~applications~~volatility, and ~~data~~tighter ~~encompass~~financial aconditions, ~~wide~~which ~~variety~~could ofreduce ~~business-critical~~demand ~~information~~for capital markets transactions, including ~~commercial~~public ~~information~~offerings and ~~business~~cross-border ~~and financial information~~listings. WeIn ~~face~~addition, ~~four~~sanctions ~~primary~~or ~~risks~~export incontrols ~~relation~~could torestrict ~~protecting~~our ~~this~~ability ~~critical~~to ~~information:~~engage ~~loss~~with ofcertain ~~access~~counterparties ~~risk,~~or ~~unauthorized~~jurisdictions. ~~disclosure~~Any ~~risk,~~such ~~unauthorized~~developments ~~modification~~could ~~risk~~adversely ~~and~~affect ~~the risk of~~ our ~~being~~business, ~~unable~~financial tocondition, ~~identify~~ and ~~audit~~results ~~our~~of ~~controls over the first three risks~~operations.

We ~~are~~may ~~highly~~not ~~dependent~~realize ~~on information technology networks and systems, including~~ the ~~Internet,~~anticipated tobenefits ~~securely~~of ~~process,~~our ~~transmit~~acquisition ~~and store this critical information. Security breaches~~ of ~~this infrastructure~~iCapX, ~~including physical or electronic break-ins, computer viruses, phishing attempts, ransomware attacks or other attacks by hackers~~ and ~~similar~~integration ~~breaches, can create system disruptions, shutdowns or unauthorized disclosure or modification of confidential information. The secure processing, storage, maintenance,~~ and ~~transmission~~development of ~~this~~the ~~critical~~platform 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 bepresent ~~vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions~~challenges. 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.

AThe ~~security~~integration ~~breach or privacy violation that leads to disclosure or modification~~ of oriCapX ~~prevents~~into ~~access~~our toplatform ~~consumer~~and ~~information~~its ~~could~~continued ~~harm~~development ~~our~~involve ~~reputation~~risks, ~~compel~~including uspotential todifficulties ~~comply~~in ~~with~~combining ~~disparate~~systems, ~~state~~data, ~~breach~~and ~~notification~~product ~~laws~~offerings, ~~require~~as uswell toas ~~verify~~maintaining ~~the~~data ~~correctness~~integrity ~~of database contents~~ and ~~otherwise~~security. ~~subject~~We usmay toalso ~~liability~~face ~~under~~challenges ~~laws~~in ~~that~~scaling ~~protect~~the ~~personal~~platform ~~data,~~and ~~resulting~~supporting innew ~~increased~~functionalities. ~~costs~~The oranticipated ~~loss~~benefits of ~~revenue.~~the Ifacquisition, weincluding ~~are~~enhanced ~~unable~~capabilities toand ~~prevent~~business ~~such~~opportunities, ~~security~~may ~~breaches~~not orbe ~~privacy~~realized ~~violations~~within orexpected ~~implement~~timeframes ~~satisfactory~~or ~~remedial~~at ~~measures,~~all. ~~our~~In ~~operations could be disrupted~~addition, ~~and~~ we may ~~suffer~~incur ~~loss~~ongoing ofcosts ~~reputation,~~related ~~financial~~to ~~loss~~development and ~~other~~maintenance. ~~regulatory~~If ~~penalties~~integration ~~because~~ of ~~lost~~the orplatform ~~misappropriated~~into ~~information,~~our ~~including~~other ~~sensitive~~offerings ~~consumer~~is ~~data.~~not Insuccessful ~~addition,~~or ~~these~~proves ~~breaches~~more ~~and~~costly ~~other~~than ~~inappropriate~~expected, ~~access~~it ~~can~~could beadversely ~~difficult~~affect toour ~~detect~~business, ~~and~~financial ~~any delay in identifying them may lead to increased harm~~condition, asand ~~described~~results ~~above~~of operations.

13Our reliance on data and advanced computational model-enabled analytics presents risks related to data quality, regulatory oversight, and performance.

~~Any~~Our ~~such~~platform ~~breach~~will ordepend ~~interruption~~on ~~could~~the ~~compromise~~accuracy ~~our~~and ~~networks,~~completeness ~~and~~of ~~the~~underlying ~~information~~data, ~~stored~~including ~~there~~data ~~could~~provided beby ~~inaccessible~~third orparties. ~~could~~If besuch ~~accessed~~data byis ~~unauthorized~~inaccurate ~~parties~~or incomplete, ~~publicly~~our ~~disclosed,~~outputs ~~lost~~may orbe ~~stolen.~~less ~~Any~~reliable, ~~such~~which ~~interruption~~could inaffect ~~access,~~customer ~~improper~~confidence. ~~access,~~Since ~~disclosure~~we ordo ~~other~~not ~~loss~~control ofthird ~~information~~party ~~could~~providers ~~result~~of indata, ~~legal~~we ~~claims~~may orhave ~~proceedings,~~limited ~~liability~~ability ~~under~~to ~~laws~~ensure ~~that~~or ~~protect~~verify the ~~privacy~~accuracy and completeness of ~~personal~~such ~~information,~~data. ~~and~~The ~~regulatory~~use ~~penalties.~~of ~~Unauthorized~~advanced ~~access,~~computational ~~loss~~model-enabled ortools ~~dissemination~~in ~~could~~financial ~~also~~and ~~disrupt~~regulatory ~~our~~contexts ~~operations,~~may ~~including~~also ~~our~~be ~~ability~~subject to ~~collect,~~evolving ~~process~~regulatory requirements, ~~and~~which ~~prepare~~could ~~Company~~increase ~~financial~~compliance ~~information~~obligations asor ~~well~~limit ascertain ~~manage~~applications. ~~the~~In ~~administrative~~addition, ~~aspects of~~ our ~~business,~~models ~~all~~may ofnot ~~which~~perform ~~could~~as ~~adversely~~expected ~~affect~~in ~~our~~all ~~business~~circumstances.

InWe ~~addition,~~may ~~the~~pursue ~~interpretation~~joint ~~and~~ventures ~~application~~or ofstrategic ~~consumer,~~partnerships ~~privacy and data protection laws~~ in the ~~United States and elsewhere are often uncertain~~future, ~~contradictory~~which ~~and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices. If so, this~~ could ~~result~~involve inrisks ~~government-imposed fines or orders requiring~~ that ~~we change our practices, which could~~ adversely affect our business. ~~Complying with these various laws could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business.~~

~~Systems~~We ~~failures~~have established a framework for a joint venture with the European Credit Investment Bank (“ECIB”), and ~~resulting~~we ~~interruptions~~may enter into such joint venture in the ~~availability~~future. ofWe may also pursue and enter into joint ventures or alternative strategic partnerships with other parties. These arrangements, if consummated, would involve risks that are not present in wholly owned operations, including shared control, reliance on third parties, and the potential for disagreements regarding strategy or execution. We may have limited ability to influence partners’ actions, and their performance may not align with our ~~platform~~expectations. In addition, such arrangements may require management attention and resources and could involve operational or ~~offerings~~financial risks. If we enter into joint ventures or similar arrangements and they are not successful, they could adversely affect our business, financial condition, and results of operations.

Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all our losses that may result from interruptions in our service as a result of systems failures and similar events.14

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

~~The~~We ~~successful~~have ~~operation~~incurred significant net losses since our inception. Although we have generated revenue since the repositioning of our business ~~depends~~and ~~upon~~are presenting net income in the ~~performance~~current ~~and~~reporting ~~reliability~~period, we cannot assure you that we will achieve or sustain profitability in the future. We underwent a strategic repositioning of ~~Internet~~our business, ~~mobile~~and our long-term success depends on our ability to effectively implement and adapt this evolving strategy in a dynamic and competitive market. This repositioning involves uncertainties related to operational changes, market adoption, and ~~other~~execution ~~infrastructures~~risks, ~~that~~and ~~are~~we may not ~~under~~realize the intended benefits or efficiencies. As a result, we may experience operating losses, and we cannot guarantee that our ~~control~~business model will succeed or that we will achieve positive financial results.

~~Our~~We ~~business~~depend ~~depends~~ on ~~the~~our ~~performance~~key ~~and~~personnel ~~reliability of Internet, mobile~~ and other ~~infrastructures~~highly ~~that~~skilled ~~are~~personnel, ~~not~~and ~~under~~if ~~our control. Disruptions in Internet infrastructure or the failure of telecommunications network operators to provide us with the bandwidth~~ we ~~need~~fail to ~~provide~~attract, ~~our services and offerings could interfere with the speed and availability of our platform. If our platform is unavailable when platform users attempt to access it~~retain, motivate or ifintegrate our ~~platform does not load as quickly as platform users expect~~personnel, ~~platform users may not return to~~ our ~~platform as often in the future~~business, orfinancial atcondition ~~all,~~ and ~~may~~results ~~use our competitors’ products or offerings more often. In addition, we have no control over the costs~~ of ~~the~~operations ~~services~~could ~~provided~~be byadversely ~~national telecommunications operators~~affected. ~~If mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease, which may in turn cause our revenue to significantly decrease.~~

WeOur ~~are~~success ~~subject~~depends, in part, on the service of our senior management team, key technical employees, and other highly skilled personnel and service providers upon whom we rely, as well as on our ability to ~~risks~~identify, ~~with~~hire, ~~respect~~develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. In order to ~~counterparties~~effectively execute our strategy, we will need to hire employees for various roles in the development, operations, sales, and ~~failure~~compliance parts of ~~such~~our ~~counterparties~~business. We may not be successful in attracting and retaining qualified personnel to ~~meet~~fulfill ~~their~~our ~~obligations~~current ~~could~~or ~~cause~~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 ~~suffer~~find ~~losses~~suitable replacements on a timely basis, on competitive terms or ~~negatively~~at ~~impact~~all. ~~our~~If ~~results~~we ofare ~~operations~~unable to attract and ~~cash~~retain ~~flows~~the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

We enter 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 includerely, ~~among~~in ~~other things~~part, ~~general~~on ~~economic~~consultants ~~conditions, the condition of such counterparty’s industry~~ and ~~the~~personnel ~~overall~~affiliated ~~financial~~with ~~condition of the counterparty. A prolonged period of difficult industry conditions could lead to changes in a counterparty’s liquidity and increase~~ our ~~exposure~~controlling ~~to counterparty risk. If our counterparties are unable or unwilling to perform~~stockholder, itwhich ~~could~~may ~~negatively~~present ~~impact~~operational ~~our results of operations~~ and ~~cash~~other ~~flows~~risks.

14We utilize fractional consultants and, in certain cases, personnel affiliated with our controlling stockholder to support aspects of our operations and service delivery. These individuals are not our full-time employees. We may therefore have limited control over their availability, performance, and continued engagement. Our reliance on such personnel may reduce our ability to ensure consistent service quality, maintain institutional knowledge, and scale our operations efficiently. In addition, personnel affiliated with our controlling stockholder may have competing responsibilities or potential conflicts of interest. If we are unable to retain these consultants or access such personnel on acceptable terms, or if their services are reduced or terminated, we may need to incur additional costs to replace them or transition functions internally.

~~Risks~~Our ~~Related~~concentration toof ~~Our~~revenues ~~Securities~~from one client contract may have a material adverse effect on our financial condition and ~~Public~~results ~~Company~~of ~~Status~~operations.

We currently derive a substantial amount of our total revenue through one client contract. If we are unable to ~~maintain~~identify ~~effective~~additional ~~internal~~clients, ~~control~~or ~~over~~if ~~financial~~our ~~reporting,~~client ~~investors~~fails ~~may~~to ~~lose~~fulfill ~~confidence~~its inobligations ~~the~~to ~~accuracy~~us, ~~and~~it ~~completeness~~could ofhave ~~our~~a ~~reported~~material ~~financial~~adverse ~~information~~effect ~~and~~on ~~the~~our ~~market~~business, ~~price~~financial ofcondition, ~~our~~results ~~common~~of ~~stock~~operations ~~may~~and becash ~~negatively affected~~flows.

AsThere is a ~~public~~concentration ~~company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404~~ of ~~the~~ownership ~~Sarbanes-Oxley Act~~ of ~~2002 requires that we evaluate and determine the effectiveness of~~ our ~~internal~~common ~~control~~stock ~~over~~by ~~financial~~AEI ~~reporting~~Capital ~~and provide a management report on internal control over financial reporting~~Ltd., Ifor ~~we have a material weakness in our internal control over financial reporting~~AEI, ~~we may not detect errors on a timely basis~~ and ~~our~~AEI ~~financial statements~~ may beexert ~~materially~~substantial ~~misstated.~~influence ~~While no material weaknesses in our internal control~~ over ~~financial~~the ~~reporting~~Company’s asbusiness, ofand the ~~date~~interest of ~~this~~AEI ~~filing~~may ~~have~~conflict ~~been~~with ~~identified,~~those weinterests ~~cannot~~of ~~assure~~other ~~you that material weaknesses will not be identified in the future~~stockholders.

~~When~~As weof ~~are~~December 31, no2025, ~~longer~~AEI aand ~~smaller~~its ~~reporting~~affiliates ~~company,~~own approximately 76.1% of our ~~independent~~outstanding ~~registered~~common ~~public~~stock. ~~accounting~~AEI ~~firm~~has ~~will~~appointed be5 ~~required~~directors to ~~issue~~the anboard. ~~attestation~~Based ~~report~~on AEI’s representation on the ~~effectiveness~~board ofand ~~our~~ownership ~~internal~~position, ~~control~~AEI is able to exert substantial influence over ~~financial~~the ~~reporting~~Company’s business. ~~Even~~Additionally, ifthe ~~our~~interests ~~management~~of ~~concludes~~AEI ~~that~~may ~~our~~be ~~internal~~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, ~~over~~entrench ~~financial~~management ~~reporting~~and isthe ~~effective~~board, ~~our~~or ~~independent~~delay ~~registered~~or ~~public~~prevent ~~accounting~~a ~~firm~~merger, ~~may~~consolidation, ~~conclude~~takeover, or other business combination involving the Company on terms that ~~there~~other ~~are~~stockholders ~~material~~may ~~weaknesses~~desire. ~~with~~In ~~respect~~addition, toconflicts ~~our~~of ~~internal~~interest ~~controls~~could orarise in the ~~level~~future atbetween ~~which~~the ~~our~~Company, ~~internal~~on ~~controls~~the ~~are~~one ~~documented~~hand, ~~designed~~and AEI, ~~implemented~~on the other hand, orconcerning ~~reviewed~~potential competitive business activities, business opportunities, the issuance of additional securities and other matters.

When 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.15

~~The~~Security ~~market~~breaches, ~~price~~loss of ~~our~~data ~~common stock~~ and ~~the~~other ~~trading~~disruptions ~~volume~~could ofcompromise ~~our~~sensitive ~~common~~information ~~stock~~related ~~has~~to ~~been,~~our ~~and~~business ~~may~~or ~~continue~~prevent tous ~~be,~~from ~~highly~~accessing ~~volatile,~~critical information and ~~such~~expose ~~volatility~~us ~~could~~to ~~cause~~liability, ~~the~~which ~~market~~could ~~price~~adversely ofaffect our ~~common~~business ~~stock~~and toour ~~decrease~~reputation.

~~During~~In ~~2024,~~ the ~~market~~ordinary ~~price~~course of our ~~common~~business, ~~stock~~we ~~fluctuated~~collect ~~from~~and astore ~~low~~sensitive ~~of $0~~data.60 ~~per~~We ~~share~~also tostore asensitive ~~high~~intellectual property and other proprietary business information, including that of $7our customers.80 ~~per~~We ~~share,~~will manage and maintain our ~~stock~~applications ~~price~~and ~~continues~~data toutilizing ~~fluctuate.~~a ~~The~~combination ~~market~~of ~~price~~on-site systems and ~~trading~~cloud-based ~~volume~~data center systems. These applications and data encompass a wide variety of ~~our~~business-critical ~~common~~information, ~~stock~~including ~~may~~commercial ~~continue~~information toand ~~fluctuate~~business ~~significantly~~and financial information. We face four primary risks in ~~response~~relation to ~~numerous~~protecting ~~factors~~this critical information: loss of access risk, ~~some~~unauthorized disclosure risk, unauthorized modification risk and the risk of ~~which~~our ~~are~~being ~~beyond~~unable to identify and audit our ~~control,~~controls ~~such~~over ~~as:~~the first three risks.

●We are highly dependent on information technology networks and systems, including the ~~trading~~Internet, ~~volume~~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 ~~common~~operations ~~stock;~~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 ~~variations~~security inbreach or privacy violation that leads to disclosure or modification of or prevents access to consumer information could harm our reputation, compel us to comply with disparate state breach notification laws, require us to verify the correctness of database contents and ~~our~~otherwise ~~competitors’~~subject ~~results~~us to liability 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 we may suffer loss of reputation, financial loss and other regulatory penalties because of lost or misappropriated information, including sensitive consumer data. In addition, these breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm, as described above.

●Any ~~changes~~such inbreach ~~earnings~~or ~~estimates~~interruption could compromise our networks, and the information stored there could be inaccessible or ~~recommendations~~could be accessed by ~~securities~~unauthorized ~~analysts~~parties, ifpublicly 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, and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt our ~~common~~operations, ~~stock~~including isour ~~covered~~ability byto ~~analysts;~~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.

●In ~~successes~~addition, orthe ~~challenges~~interpretation and application of consumer, privacy and data protection laws in the United States and elsewhere are often uncertain, contradictory and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our ~~collaborative~~practices. ~~arrangements~~If so, this could result in government-imposed fines or ~~alternative~~orders ~~funding~~requiring ~~sources;~~that we change our practices, which could adversely affect our business. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business.

●Systems ~~adverse~~failures ~~effects~~and onresulting ~~our~~interruptions ~~business~~in ~~condition~~the ~~and~~availability ~~results~~ of ~~operations~~our ~~from~~platform ~~general~~or ~~economic~~offerings ~~and~~could ~~market~~adversely ~~conditions~~affect ~~and~~our ~~overall~~business, ~~fluctuations~~financial incondition ~~the United States~~ and ~~international~~results ~~markets,~~of ~~including deteriorating market conditions due to investor concerns regarding inflation;~~operations.

●Our ~~adverse~~systems, ~~developments~~or ~~affecting~~those ~~the~~of ~~financial~~third ~~services~~parties ~~industry~~upon which we rely, ~~including~~may ~~events~~experience service interruptions or ~~concerns~~degradation ~~involving~~because ~~liquidity~~of hardware and software defects or malfunctions, ~~defaults~~distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or ~~non~~political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems also may be subject to break-~~performance~~ins, sabotage, theft and intentional acts of vandalism, including by ~~financial~~our ~~institutions~~own ~~that~~employees. ~~could~~Some ~~adversely~~of ~~affect~~our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business, ~~financial~~interruption ~~condition~~insurance ormay ~~results~~not be sufficient to cover all our losses that may result from interruptions in our service as a result of ~~operations;~~systems failures and similar events.

~~● future issuances of common stock or other securities;~~16

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

15The successful operation of our business depends upon the performance and reliability of the Internet, mobile, and other infrastructures that are not under our control.

●Our ~~announcements~~business bydepends uson the performance and reliability of the Internet, mobile and other infrastructures that are not under our control. Disruptions in Internet infrastructure or the failure of telecommunications network operators to provide us with the bandwidth we need to provide our ~~competitors~~services and offerings could interfere with the speed and availability of ~~acquisitions~~our platform. If our platform is unavailable when platform users attempt to access it, ~~investments~~or if our platform does not load as quickly as platform users expect, platform users may not return to our platform as often in the future, or ~~strategic~~at ~~alliances;~~all, and may use our competitors’ products or offerings more often. In addition, we have no control over the costs of the services provided by national telecommunications operators. If mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease, which may in turn cause our revenue to significantly decrease.

●We ~~general~~are ~~market~~subject ~~conditions~~to ~~and~~risks ~~other~~with ~~factors~~respect to counterparties, ~~including~~and ~~factors~~failure ~~unrelated~~of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our ~~operating~~results ~~performance~~of operations and cash flows.

~~Further,~~We ~~the~~enter ~~stock~~into ~~market~~various incontracts ~~general~~that ~~has~~are ~~recently~~material ~~experienced~~to ~~extreme~~the ~~price~~operation ~~and~~of ~~volume~~our ~~fluctuations~~business that subject us to counterparty risks. The ~~volatility~~ability and willingness of our ~~common~~counterparties ~~stock~~to isperform ~~further~~their ~~exacerbated~~obligations ~~due~~under toany ~~its~~contract ~~low~~will ~~trading~~depend ~~volume.~~on ~~Continued~~a ~~market~~number ~~fluctuations~~of ~~could~~factors ~~result~~that inare ~~extreme~~beyond ~~volatility~~our incontrol and may include, among other things, general economic conditions, the ~~price~~condition of ~~our~~such ~~common~~counterparty’s ~~stock,~~industry ~~which~~and ~~could~~the ~~cause~~overall afinancial ~~decline~~condition inof the ~~value~~counterparty. A prolonged period of ~~our~~difficult ~~common~~industry ~~stock~~conditions could lead to changes in a counterparty’s liquidity and ~~the~~increase ~~loss~~our ofexposure ~~some~~to counterparty risk. If our counterparties are unable or ~~all~~unwilling to perform, it could negatively impact our results of ~~your~~operations ~~investment~~and cash flows.

~~There is presently no active market for our common stock, which is currently on the OTC Expert Market, which may make it difficult for investors to buy or sell our stock.~~17

~~Our~~Risks ~~common~~Related stock is currently on 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 Expert Market, there are no market makers in our common stock and, unless you are a broker or are an expert, you will not be able to ~~obtain~~Our aSecurities 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 liquidity of our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock. Further, if a market develops, it is likely that there will not be any significant float, with the result that the reported bid and ~~ask~~Public ~~prices~~Company 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.Status

~~The~~If ~~market~~we ~~price~~are ofunable ~~our~~to ~~Common~~maintain ~~Stock~~effective isinternal ~~likely~~control toover befinancial ~~highly~~reporting, ~~volatile~~investors ~~and~~may ~~you~~lose ~~could~~confidence ~~lose~~in ~~all~~the oraccuracy ~~part~~and completeness of ~~your~~our ~~investment~~reported infinancial information and the market price of our ~~securities~~common stock may be negatively affected.

~~There~~As isa ~~limited~~public ~~trading~~company, ~~activity~~we ~~for~~are ~~our~~required ~~Common~~to ~~Stock~~maintain ininternal ~~the~~control ~~OTC~~over ~~market.~~financial Anreporting ~~investment in our securities is risky,~~ and ~~stockholders~~to ~~could~~report ~~lose~~any ~~their~~material ~~investment~~weaknesses in ~~our~~such ~~securities~~internal orcontrol. ~~suffer~~Section 404 ~~significant~~of ~~losses~~the ~~and~~Sarbanes-Oxley ~~wide~~Act ~~fluctuations~~of in2002 ~~the~~requires ~~market~~that ~~value~~we ofevaluate ~~their~~and ~~investment.~~determine ~~Even with~~ the ~~commencement~~effectiveness of ~~trading of~~ our ~~Common~~internal ~~Stock~~control onover ~~the~~financial ~~OTC~~reporting ~~market,~~and ~~the~~provide ~~market~~a ~~price~~management ofreport ~~our~~on ~~Common~~internal ~~Stock~~control isover ~~likely~~financial ~~to be highly volatile~~reporting. ~~Given~~If ~~the~~we ~~continued~~have ~~uncertainty~~a ~~surrounding~~material ~~many~~weakness ~~variables~~in ~~that may affect~~ our ~~business,~~internal ~~and~~control ~~the~~over ~~industry~~financial inreporting, ~~which~~ we ~~operate,~~may ~~our~~not ~~ability~~detect toerrors ~~foresee~~on ~~results~~a ~~for~~timely ~~future~~basis ~~periods~~and isour ~~limited.~~financial ~~This~~statements ~~variability~~may ~~could~~be ~~affect~~materially ~~our~~misstated. ~~operating~~While ~~results~~no ~~and~~material ~~thereby~~weaknesses ~~adversely~~in ~~affect~~ our ~~stock~~internal ~~price.~~control ~~Many~~over ~~factors~~financial ~~that~~reporting ~~contribute~~as toof ~~this~~the ~~volatility~~date ~~are~~of ~~beyond~~this ~~our~~filing ~~control~~have ~~and~~been ~~may~~identified, ~~cause~~we ~~the~~cannot ~~market~~assure ~~price~~you ofthat ~~our~~material ~~Common~~weaknesses ~~Stock~~will tonot ~~change,~~be ~~regardless~~identified ofin ~~our~~the ~~operating performance~~future.

~~Financial~~When ~~Industry~~we ~~Regulatory~~are ~~Authority~~no ~~(“FINRA”)~~longer ~~sales~~a ~~practice~~smaller ~~requirements~~reporting ~~may~~company, ~~also~~our ~~limit~~independent aregistered ~~stockholder’s~~public ~~ability~~accounting firm will be required to ~~buy~~issue ~~and~~an ~~sell~~attestation ~~our~~report ~~shares~~on the effectiveness of ~~common~~our ~~stock~~internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, ~~which~~our ~~could~~independent ~~depress~~registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the ~~price~~level ofat which our ~~shares~~internal ofcontrols ~~common~~are ~~stock~~documented, designed, implemented, or reviewed.

~~FINRA~~When ~~rules~~we ~~require~~are ~~broker-dealers~~no tolonger ~~have reasonable grounds for believing that the investment is suitable for~~ a ~~customer~~smaller ~~before~~reporting ~~recommending~~company, ~~that~~if ~~investment~~our toauditors ~~the~~were ~~customer. Prior~~ to ~~recommending~~express ~~speculative~~an ~~low-priced~~adverse ~~securities~~opinion toon ~~their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about~~ the ~~customer’s~~effectiveness ~~financial status, tax status, investment objectives, and other information. Under interpretations~~ of ~~these~~our ~~rules,~~internal ~~FINRA~~control ~~believes~~over ~~that~~financial ~~there~~reporting isbecause awe ~~high~~had ~~probability~~one ~~that~~or ~~speculative~~more ~~low-priced~~material ~~securities will not be suitable for at least some customers. Thus~~weaknesses, ifinvestors ~~our~~could ~~shares~~lose ofconfidence ~~common~~in ~~stock become speculative low-priced securities,~~ the ~~FINRA~~accuracy ~~requirements~~and ~~make~~completeness itof ~~more difficult for broker-dealers to recommend that their customers buy~~ our ~~shares~~financial ~~of common stock~~disclosures, which ~~may~~could ~~limit~~cause ~~your~~the ~~ability~~price toof ~~buy and sell~~ our ~~shares of~~ common stock, ~~have~~to andecline. ~~adverse~~Internal ~~effect~~control ondeficiencies ~~the~~could ~~market~~also ~~for~~result ~~our~~in ~~shares~~a restatement of ~~common stock, and thereby depress~~ our ~~price~~financial ~~per~~results ~~share~~in ofthe ~~common stock~~future.

The ~~exercise~~market price of ~~outstanding~~our common stock ~~purchase~~and ~~warrants~~the ~~and~~trading volume of our common stock ~~options~~has ~~will~~been, ~~have~~and amay ~~dilutive~~continue ~~effect~~to onbe, highly volatile, and such volatility could cause the ~~percentage~~market ~~ownership~~price of our ~~capital~~common stock byto ~~existing stockholders~~decrease.

AsDuring ~~of December 31~~2025, ~~2024,~~the wemarket ~~had~~price ~~outstanding warrants to acquire a total~~ of ~~1,092,572 shares of~~ our common stock, ~~and~~fluctuated ~~stock~~from ~~options~~a tolow ~~purchase 138 shares~~ of ~~our~~$0.00 ~~common~~per ~~stock.~~share Ato ~~significant~~a ~~number~~high of ~~such~~$15.90 ~~warrants~~per ~~have~~share, ~~exercise~~and ~~prices above~~ our ~~common~~ stock’s ~~recent~~price ~~trading~~continues ~~prices; however, the holders have the right~~ to ~~effect~~fluctuate. aThe ~~cashless~~market ~~exercise~~price ofand ~~such~~trading ~~warrants.~~volume ~~If a significant number~~ of ~~such~~our ~~warrants~~common ~~and~~ stock ~~options~~may ~~are~~continue ~~exercised~~to byfluctuate ~~the~~significantly ~~holders,~~in ~~whether~~response ~~through~~to ~~cash~~numerous ~~or cashless exercises~~factors, ~~the~~some ~~percentage~~ of ~~our~~which ~~common~~are ~~stock~~beyond ~~owned by~~ our ~~existing~~control, ~~stockholders~~such ~~will be diluted.~~as:

16● the trading volume of our common stock;

We● ~~have~~variations ~~never~~in ~~paid dividends on~~ our ~~capital stock,~~ and weour docompetitors’ ~~not~~results ~~anticipate~~of ~~paying dividends in the foreseeable future.~~operations;

We● ~~have~~changes ~~never~~in ~~paid dividends on any of our capital stock and currently intend to retain any future~~ earnings toestimates ~~fund the growth of our business. We may also enter into credit agreements~~ or ~~other~~recommendations ~~borrowing~~by ~~arrangements~~securities in the future that will restrict our ability to declare or pay cash dividends on our common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our financial conditionanalysts, ~~operating results, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant. As a result, capital appreciation,~~ if ~~any, of~~ our common stock ~~will~~is becovered ~~the~~by ~~sole source of gain, if any, for the foreseeable future.~~analysts;

~~Unstable~~● ~~market~~successes ~~and~~or ~~economic~~challenges ~~conditions~~in ~~may have serious adverse consequences on~~ our ~~business,~~collaborative ~~financial~~arrangements ~~condition~~or ~~and~~alternative ~~stock~~funding ~~price.~~sources;

~~The global~~● ~~credit~~adverse ~~and~~effects ~~financial~~on ~~markets~~our ~~have~~business ~~recently~~condition ~~experienced extreme volatility~~ and ~~disruptions,~~results ~~including~~of ~~severely~~operations ~~diminished liquidity~~from ~~and~~general ~~credit availability, declines in consumer confidence, declines in~~ economic ~~growth,~~and ~~instability~~market inconditions ~~inflation in U.S.~~ and ~~foreign~~overall ~~markets,~~fluctuations ~~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 (i) Russia and Ukraine and (ii) Israel and Hamas, terrorism or other geopolitical events. Sanctions imposed by the United States and ~~other~~ ~~countries~~international ~~in response to such conflicts may also adversely impact the financial~~ markets ~~and the global economy~~, ~~and~~including ~~any economic~~deteriorating ~~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~~due 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~~investor ~~any necessary~~concerns ~~financing~~regarding ~~in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and stock price.~~inflation;

We● ~~may~~adverse bedevelopments ~~subject~~affecting tothe ~~litigation~~financial orservices ~~government~~industry, ~~investigations~~including ~~for~~events aor ~~variety~~concerns ofinvolving ~~claims~~liquidity, ~~which~~defaults or non-performance by financial institutions that could adversely affect our ~~operating results~~business, ~~harm~~financial ~~our~~condition ~~reputation,~~ or ~~otherwise~~results ~~negatively~~of ~~impact our business.~~operations;

We● ~~may~~future beissuances ~~subject~~of tocommon ~~litigation~~stock or ~~government investigations. These may include claims, lawsuits, and proceedings involving securities laws, fraud and abuse, 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.securities;

~~Item 1B. Unresolved Staff Comments~~18

~~None.~~● the addition or departure of key personnel;

~~Item~~● ~~1C.~~announcements ~~Cybersecurity~~by us or our competitors of acquisitions, investments or strategic alliances; and

~~Risk~~● ~~Management~~general market conditions and ~~Strategy~~other factors, including factors unrelated to our operating performance.

~~Under the direction of AEI Capital Ltd.~~Further, the ~~Company~~stock ~~has~~market ~~strategically~~in ~~repositioned~~general ~~itself and established a wholly-owned subsidiary, CapForce, which~~ has ~~launched~~recently aexperienced ~~new~~extreme ~~business~~price ~~offering listing sponsorship~~ and ~~consultancy~~volume ~~services to international companies seeking to list their securities on securities exchanges~~fluctuations. ~~Additionally,~~The ~~CapForce~~volatility ~~contemplates~~of ~~entering~~our ~~the~~common ~~financial~~stock ~~technology~~is ~~industry~~further ~~with~~exacerbated adue ~~focus~~to onits ~~developing~~low ~~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~~volume. AsContinued ~~part~~market offluctuations ~~this~~could ~~plan,~~result ~~risk~~in ~~management~~extreme ~~processes~~volatility ~~have~~in ~~been implemented to manage~~ the ~~risks~~price ~~associated~~of ~~with~~our ~~reliance~~common ~~on vendors~~stock, ~~critical~~which ~~service~~could ~~providers,~~cause ~~and other third-parties that may lead to~~ a ~~service~~decline ~~disruption~~in orthe anvalue ~~adverse cybersecurity incident. This includes an assessment~~ of ~~vendors~~our ~~during~~common ~~the~~stock ~~selection/onboarding process~~ and athe ~~review~~loss of ~~SOC~~some 1or ~~reports~~all onof anyour ~~annual basis and other relevant security attestations, where applicable~~investment.

17There is presently no active market for our common stock, which is currently on the OTC Expert Market, which may make it difficult for investors to buy or sell our stock.

InOur ~~addition,~~common ~~CapForce~~stock ~~will~~is becurrently ~~maintaining~~on ~~policies~~the ~~over~~OTC ~~areas~~Markets ~~such~~Group asExpert ~~information~~Market. ~~security,~~As ~~access on/offboarding~~such, ~~and~~our ~~access~~common ~~and~~stock ~~account~~is ~~management,~~not toeligible ~~help~~for ~~govern~~proprietary ~~the~~broker-dealer ~~processes~~quotations. ~~put~~All quotes in ~~place~~our bystock ~~management~~reflect ~~designed~~unsolicited tocustomer ~~protect~~orders. ~~our~~Such ITstocks ~~assets~~have a higher risk of wider spreads, ~~data~~increased volatility, and ~~services~~price ~~from~~dislocations. ~~threats~~Quotations ~~and~~in ~~vulnerabilities~~Expert Market securities are restricted from public viewing. ~~CapForce~~As ~~partners~~a ~~with~~result ~~industry~~of ~~recognized~~our ITstock ~~providers~~being on the Expert Market, ~~leveraging~~there ~~third-party~~are ~~technology~~no ~~and~~market ~~expertise.~~makers ~~These~~in ~~third-party~~our ~~service~~common ~~providers~~stock and, unless you are a ~~key~~broker ~~part~~or ofare ~~CapForce’s~~an ~~current~~expert, ~~cybersecurity~~you ~~risk~~will ~~management~~not ~~and~~be ~~provide~~able ~~services~~to ~~including,~~obtain ~~maintenance~~a ofquote anfor ITour ~~assets~~common ~~inventory~~stock. Accordingly, ~~periodic~~there ~~vulnerability~~is ~~scanning,~~no ~~identity~~trading ~~access~~market ~~management~~for ~~controls~~our ~~including~~common ~~restricted~~stock. ~~access~~Even ofif ~~privileged~~a ~~accounts~~market for our common stock develops, ~~network~~as ~~integrity~~to ~~safeguarded~~which bywe ~~employing~~can ~~web-based~~give ~~software~~no assurance, ~~including~~there ~~endpoint~~can ~~protection,~~be ~~endpoint~~no ~~detection~~assurance ~~and~~as ~~response~~to the liquidity of our common stock, ~~and~~the ~~remote~~ability ~~monitoring~~of ~~management~~holders onof ~~all~~our ~~devices~~common stock to sell our common stock, ~~industry-standard~~or ~~encryption~~the ~~protocols~~prices ~~and~~at ~~critical~~which ~~data~~holders ~~backups~~may be able to sell our common stock. ~~Our~~Further, ~~outsourced~~if ~~information~~a ~~technology~~market ~~consultants~~develops, ~~conduct~~it ~~proactive~~is ~~patching~~likely ~~and~~that ~~monitoring~~there ofwill ~~all~~not ofbe ~~our~~any ~~existing~~significant ~~systems~~float, with the result that the reported bid and ask prices may have ~~implemented~~little ~~systems~~relationship ~~and~~to ~~procedures~~the price you would pay if you wanted to ~~mitigate~~buy ~~cybersecurity~~shares ~~risks~~or ~~that~~the weprice ~~believe~~you ~~are~~would ~~appropriate~~receive ~~for~~if ayou ~~company~~wanted ofto sell shares. We expect that our ~~size,~~common ~~stage~~stock ofwill ~~growth~~remain ~~and~~on ~~financial~~the ~~condition.~~Expert InMarket ~~addition,~~as long as we ~~carry~~are ~~insurance~~delinquent ~~with~~in ~~coverage~~our ~~for~~SEC ~~cyber~~filings, ~~events~~although we can give no assurance that we ~~believe~~will iscease ~~suitable~~to ~~for~~be aon ~~company~~the ofExpert ~~our~~Market ~~size,~~once ~~stage~~we ofare ~~growth~~current ~~and~~in ~~financial~~our ~~condition~~filings.

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

~~Management~~There is ~~responsible~~limited trading activity for ~~the~~our ~~day-to-day~~Common ~~management~~Stock ofon the ~~risks~~OTC wemarket. ~~face,~~An ~~while~~investment in our ~~Board~~securities ofis ~~Directors~~risky, and ~~Audit~~stockholders ~~Committee~~could ~~has~~lose ~~responsibility~~their ~~for~~investment ~~the~~in ~~oversight~~our ofsecurities ~~risk~~or ~~management,~~suffer ~~including~~significant ~~risks~~losses ~~from~~and ~~cybersecurity~~wide ~~threats.~~fluctuations Inin ~~its~~the ~~risk~~market ~~oversight~~value ~~role,~~of ~~our~~their ~~Board~~investment. ofEven ~~Directors~~with ~~has~~ the ~~responsibility~~commencement toof ~~satisfy~~trading ~~itself~~of ~~that~~our ~~the~~Common ~~risk~~Stock ~~management~~on ~~processes~~the ~~designed~~OTC ~~and~~market, ~~implemented~~the bymarket ~~management~~price ~~are~~of ~~appropriate~~our ~~and~~Common ~~functioning~~Stock asis ~~designed.~~likely ~~The~~to ~~Board~~be ofhighly ~~Directors~~volatile. ~~has~~Given ~~delegated to~~ the ~~Audit~~continued ~~Committee~~uncertainty ofsurrounding ~~the~~many ~~Board~~variables ofthat ~~Directors~~may ~~the~~affect ~~responsibility~~our ~~for~~business, and the ~~oversight~~industry ofin ~~information~~which ~~technology~~we operate, ~~including~~our ~~cybersecurity~~ability ~~risks.~~to ~~Members~~foresee ofresults ~~management~~for ~~assigned~~future ~~with~~periods ~~cybersecurity~~is ~~oversight~~limited. ~~responsibility~~This ~~and/or~~variability ~~third-party~~could ~~consultants~~affect ~~providing~~our ~~cyber~~operating ~~risk~~results ~~services~~and ~~brief~~thereby ~~the~~adversely ~~Audit~~affect ~~Committee~~our onstock ~~cyber~~price. ~~vulnerabilities~~Many ~~identified~~factors ~~through~~that ~~the~~contribute ~~risk~~to ~~management~~this ~~process,~~volatility ~~emerging~~are ~~threat~~beyond ~~landscape~~our control and ~~new~~may ~~cyber~~cause ~~risks,~~the ~~and~~market ~~provide~~price ~~updates~~of on our ~~processes~~Common Stock to ~~prevent~~change, ~~detect,~~regardless ~~and~~of ~~mitigate~~our ~~cybersecurity~~operating ~~incidents~~performance.

WeFinancial ~~face~~Industry ~~risks~~Regulatory ~~from~~Authority ~~cybersecurity~~(“FINRA”) ~~threats~~sales ~~that~~practice ~~could~~requirements ~~have~~may aalso ~~material~~limit ~~adverse effect on our business, financial condition, results of operations, cash flows or reputation. We acknowledge that the risk of~~ a ~~cyber~~stockholder’s ~~incident~~ability ~~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~~buy and ~~investigate~~sell ~~unauthorized attempts and attacks against~~ our ITshares ~~assets,~~of ~~data,~~common ~~and services~~stock, ~~and~~which wecould ~~work~~depress tothe ~~prevent~~price ~~their~~of ~~occurrence~~our ~~and~~shares ~~recurrence~~of ~~where~~common ~~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~~stock.

AsFINRA ofrules require broker-dealers to have reasonable grounds for believing that the ~~date~~investment ofis ~~this~~suitable ~~Annual~~for ~~Report~~a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, webroker-dealers ~~are~~must ~~not~~make ~~aware~~reasonable ofefforts ~~any~~to ~~cybersecurity~~obtain ~~threats~~information about the customer’s financial status, tax status, investment objectives, and ~~have~~other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not ~~experienced~~be ~~any~~suitable ~~cybersecurity~~for ~~incidents~~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 ~~have~~their ~~materially~~customers ~~affected~~buy usour shares of common stock, ~~including~~which may limit your ability to buy and sell our ~~business~~shares ~~strategy~~of common stock, ~~results~~have an adverse effect on the market for our shares of ~~operations~~common orstock, ~~financial~~and ~~condition~~thereby depress our price per share of common stock.

For additional information concerning risks related to cybersecurity, see Item 1A. Risk Factors: Security breaches, loss of data and 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.19

~~Item~~The 2.exercise ~~Properties~~of outstanding common stock purchase warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing stockholders.

~~The~~As ~~Company’s~~of ~~headquarters~~December 31, ~~were~~2025, ~~located~~we athad ~~9717~~outstanding ~~Key~~warrants ~~West~~to ~~Avenue,~~acquire ~~Suite~~a ~~100,~~total inof ~~Rockville~~1,092,569 ~~Maryland~~shares of our common stock, ~~through~~and ~~the~~stock ~~end~~options ofto ~~the~~purchase ~~first~~138 ~~quarter~~shares of ~~2024~~our common stock. ~~Upon~~While ~~assignment~~many of these warrants were not in the ~~Company’s~~money ~~lease~~based on recent trading prices, they were in the ~~Company~~money ~~operates~~at ~~virtually~~certain points during the year, and holders may elect cashless exercise. To the extent these warrants and options are exercised, whether for cash or on a cashless basis, existing stockholders’ ownership percentages will be diluted.

~~Item~~We 3have never paid dividends on our capital stock. ~~Legal~~While ~~Proceedings~~we may consider the payment of dividends in the future, we do not currently have any declared dividend policy and any such determination will be made at the discretion of our Board of Directors.

~~From~~We ~~time~~have tonever ~~time,~~paid wedividends ~~may~~on beany aof ~~party~~our tocapital ~~litigation~~stock. orWhile ~~subject~~we tomay, ~~claims~~in ~~incident to~~ the ~~ordinary~~future, ~~course~~consider ~~of business. Although~~ the ~~results~~payment of ~~litigation~~dividends ~~and~~as ~~claims~~part ~~cannot~~of beour ~~predicted~~asset ~~with~~allocation ~~certainty~~strategy, we dohave ~~not~~no ~~believe~~current wedividend ~~are~~policy ~~party to any claim~~ or ~~litigation;~~commitment ~~the outcome of which, if determined adversely~~ to ~~us,~~pay ~~would~~dividends. ~~individually~~Any ordecision ~~in the aggregate be reasonably expected~~ to ~~have~~pay adividends ~~material~~will ~~adverse~~depend ~~effect~~ on our ~~business.~~financial ~~Regardless~~condition, results of ~~the outcome~~operations, ~~litigation~~capital ~~can~~requirements, ~~have~~contractual anrestrictions, ~~adverse~~and ~~impact~~other onfactors usdeemed ~~due~~relevant toby ~~defense~~our ~~and~~Board ~~settlement costs, diversion~~ of ~~management resources and other factors~~Directors.

~~Item~~Unstable 4.market ~~Mine~~and ~~Safety~~economic ~~Disclosures~~conditions may have serious adverse consequences on our business, financial condition and stock price.

~~Not~~The ~~applicable~~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 (i) Russia and Ukraine, (ii) Israel and Hamas, (iii) Iran and the United States and Israel, 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.

18We may be subject to litigation or government investigations for a variety of claims, which could adversely affect our operating results, harm our reputation, or otherwise negatively impact our business.

~~PART~~We IImay be subject to litigation or government investigations. These may include claims, lawsuits, and proceedings involving securities laws, fraud and abuse, 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.

Item 51B. ~~Market~~Unresolved ~~for~~Staff ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Comments

~~Market Information~~None.

Our common stock has been trading on the OTC Markets since August 2024. Prior to such time, our common stock traded on The Nasdaq Capital Market under the symbol “OPGN” since May 5, 2015. Prior to May 5, 2015, there was no public market for our common stock.20

~~Stockholder~~Item ~~Information~~1C. Cybersecurity

AsRisk ofManagement ~~August 20,~~and ~~2025, there were approximately 37 stockholders of record of our common stock, which does not include stockholders that beneficially own shares held in a “nominee” or in “street” name.~~Strategy

~~Sales~~During 2024 and 2025, the Company strategically repositioned itself, including by launching a new business offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges. Additionally, CapForce is in the process of ~~Unregistered~~entering ~~Securities~~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 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. These processes include 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.

~~None~~CapForce will be maintaining policies over other ~~than~~related areas such as ~~disclosed~~information insecurity, access on/offboarding, and access and account management, to help govern the ~~Company~~processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. CapForce utilizes industry recognized IT providers, leveraging third-party technology and expertise. These third-party service providers are a key part of CapForce’s ~~Current~~current ~~Reports~~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 ~~Form~~all 8devices, industry-Kstandard encryption protocols and critical data backups. Our outsourced information technology consultants conduct proactive patching and monitoring of all 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.

~~Issuer Purchases of Equity Securities~~Governance

~~None~~Management is responsible for the day-to-day management of the risks we face, while our Board of Directors and Audit Committee have responsibility for the oversight of risk management, including risks from cybersecurity threats. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. The Board of Directors has delegated to the Audit Committee of the Board of Directors responsibility for the oversight of information technology, including cybersecurity risks. Members of management assigned with cybersecurity oversight responsibility and/or third-party consultants providing cyber risk services brief the Audit Committee on cyber vulnerabilities identified through the risk management process, emerging threat landscape and new cyber risks, and provide updates on our processes to prevent, detect, and mitigate cybersecurity incidents.

~~Item~~We 6face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. ~~[Reserved]~~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.

19As 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.

For additional information concerning risks related to cybersecurity, see Item 71A. ~~Management’s~~Risk ~~Discussion~~Factors: ~~and~~Security ~~Analysis~~breaches, loss of ~~Financial~~data ~~Condition~~and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and ~~Results~~expose ofus ~~Operations~~to liability, which could adversely affect our business and our reputation.

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.21

~~Overview~~Item 2. Properties

~~OpGen,~~As ~~Inc.~~of ~~(“OpGen” or the “Company”) was incorporated in Delaware in 2001. In April~~December ~~2020~~31, ~~OpGen completed its business combination transaction with Curetis N.V.~~2025, aupon ~~public~~assignment ~~company with limited liability under the laws~~ of the ~~Netherlands. As part of the transaction, the~~ Company’s ~~acquired~~lease ~~all~~at ~~the~~9717 ~~shares~~Key ofWest ~~Curetis GmbH~~Avenue, aSuite ~~private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis”)~~100, ~~and~~in ~~certain other assets and liabilities of Curetis GmbH~~Rockville, ~~including~~Maryland ~~all~~in ~~its shares of Ares Genetics GmbH (“Ares Genetics”). From inception through November~~April ~~2023~~2024, ~~the~~CapForce ~~Company~~operates ~~operated~~virtually asin ~~a precision medicine company harnessing~~ the ~~power~~United ~~of molecular diagnostics and informatics to help combat infectious disease~~States. The Company,’s ~~along with its~~ subsidiaries, ~~Curetis~~CapForce International and ~~Ares Genetics~~iCapX, ~~developed~~are ~~and~~located ~~commercialized~~at ~~molecular~~Unit ~~microbiology~~26-3A, ~~solutions~~Tower ~~helping~~A, toMenara ~~guide~~UOA ~~clinicians~~Bangsar, ~~with~~No. ~~more~~5, ~~rapid~~Jalan ~~and~~Bangsar ~~actionable~~Utama ~~information~~1, ~~about~~59000 ~~life-threatening~~Kuala ~~infections~~Lumpur, toMalaysia; ~~improve~~while ~~patient~~CapForce ~~outcomes~~International ~~and~~Singapore ~~decrease~~Pte ~~the~~Ltd. ~~spread~~(“CapForce ofSingapore”), ~~infections~~a ~~caused~~personnel byentity ~~multidrug-resistant~~of ~~microorganisms~~the Company, oroperates ~~MDROs~~virtually.

InItem ~~November 2023, the Company implemented certain cash management initiatives, including restructuring its U~~3.S. ~~operations~~Legal by reducing headcount and scaling down operations at OpGen’s U.S. headquarters to the core functions of a 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.Proceedings

~~The~~From ~~insolvency~~time ~~administrators~~to ~~assumed~~time, ~~control~~we ~~over~~may ~~the~~be ~~assets~~a ~~and~~party ~~liabilities~~to oflitigation ~~Curetis~~or ~~and~~subject ~~Ares~~to ~~Genetics,~~claims ~~respectively,~~incident ~~which~~to ~~eliminated~~ the ~~authority~~ordinary ~~and~~course ~~power~~ of ~~the~~business. ~~Company~~Although ~~and~~the ~~its~~results ~~officers~~of tolitigation ~~act~~and onclaims ~~behalf~~cannot ofbe ~~the~~predicted ~~subsidiaries.~~with ~~The~~certainty, ~~loss~~we ofdo ~~control~~not ~~required~~believe ~~that~~we ~~the~~are ~~Company~~party noto ~~longer~~any ~~include~~claim ~~Curetis~~or ~~and~~litigation; ~~Ares~~the ~~Genetics~~outcome inof ~~its~~which, ~~consolidated~~if ~~financial~~determined ~~statements~~adversely ~~and~~to ~~consequently~~us, ~~the~~would ~~subsidiaries~~individually ~~were~~or ~~deconsolidated~~in ~~from~~ the ~~Company’s~~aggregate ~~consolidated~~be ~~financial~~reasonably ~~statements.~~expected Asto ~~part~~have ofa ~~the~~material ~~insolvency~~adverse ~~proceedings,~~effect inon ~~April 2024,~~our ~~all~~business. Regardless of ~~Curetis’~~the ~~assets~~outcome, ~~were~~litigation ~~sold~~can tohave ~~Camtech~~an ~~Pte~~adverse ~~Ltd.,~~impact aon ~~Singaporean~~us ~~family~~due ~~office~~to ~~(“Camtech”).~~defense and ~~all~~settlement ofcosts, ~~Ares~~diversion ~~Genetics’~~of ~~assets~~management ~~were~~resources ~~sold~~and toother ~~bioMerieux S~~factors.A.

InItem ~~March 2024, the Company entered into a securities purchase agreement (the “March 2024 Purchase Agreement”) with David E~~4. ~~Lazar,~~Mine ~~pursuant~~Safety 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. In connection with the transactions contemplated by the March 2024 Purchase Agreement, the members of the Board of Directors, prior to the closing of such transactions, resigned and a new Board of Directors was appointed, of which Mr. Lazar was appointed Chairman. Furthermore, in April 2024, the Company entered into an employment agreement with David E. Lazar, pursuant to which the Company engaged Mr. Lazar to act as its Chief Executive Officer (“CEO”).Disclosures

InNot ~~July 2024, Mr~~applicable. 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. In conjunction with the transaction, Mr. Lazar resigned as CEO, Chairman and Director of the Company, effective August 2, 2024, but he currently maintains a role as President. 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. All 3,000,000 shares of Series E Preferred Stock were subsequently converted into 7,200,000 shares of the Company’s common stock in August 2024. As of September 30, 2024, no shares of Series E Preferred Stock remain outstanding. Upon conversion, such shares of Series E Preferred Stock resumed the status of authorized but unissued shares of undesignated preferred stock of the Company.

2022

~~Under~~PART the direction of AEI Capital Ltd., the Company has continued scaling down legacy operations. The Company has repositioned itself and established a wholly-owned subsidiary, CapForce International Holdings Ltd. (“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 supporting digital investment banking activities, cross border securities trading, advanced computational model-enabled investment banking advisory, asset management services, and FinTech-enabled capital table management.II

~~Financing~~Market ~~Transactions~~Information

~~Since~~Our ~~inception,~~common ~~the~~stock ~~Company~~ has ~~incurred~~been ~~significant~~quoted ~~losses~~on ~~from~~the ~~operations~~OTC ~~and~~Markets ~~negative~~since ~~operating cash flows~~August 2024. ~~Historically,~~Prior ~~the~~to ~~Company~~such ~~has~~time, ~~funded~~our ~~its~~common ~~operations~~stock ~~primarily~~traded ~~through~~on ~~external~~The ~~investor~~Nasdaq ~~financing~~Capital ~~arrangements~~Market ~~and~~under ~~strategic actions taken by~~ the ~~Company,~~symbol ~~but~~“OPGN” ~~going~~since ~~forward~~May 5, ~~the~~2015. ~~Company~~Prior ~~anticipates~~to ~~funding~~May 5, ~~its~~2015, ~~operations~~there ~~primarily~~was ~~through~~no ~~financing~~public ~~arrangements~~market ~~with~~for ~~AEI~~our ~~Capital~~common ~~Ltd~~stock. ~~The following financing transactions took place during 2023 and 2024:~~

●On InFebruary 23, ~~January 2023~~2026, weat ~~closed~~the aCompany’s ~~best-efforts~~2025 ~~public~~Annual ~~offering~~Meeting ~~for~~of Stockholders, the ~~purchase~~Company’s ofstockholders ~~(i)~~voted 32to approve,~~121~~ ~~shares~~among ofother ~~common stock~~proposals, ~~(ii)~~an ~~pre-funded~~amendment ~~warrants~~ to ~~purchase~~the upCompany’s toAmended anand ~~aggregate~~Restated Certificate of ~~226~~Incorporation to change the Company’s name from OpGen,~~500~~ ~~shares~~Inc. ofto ~~common~~CapForce ~~stock~~Inc. and, ~~(iii)~~in ~~Series~~connection ~~A-1~~therewith, ~~common~~the ~~warrants~~Company changed its ticker symbol to ~~purchase~~“CFOR.” anThe ~~aggregate~~amendment was filed with the Secretary of ~~258,621~~State ~~shares~~of the State of ~~common~~Delaware ~~stock~~on February 27, 2026, and ~~(iv)~~the ~~Series~~Company ~~A-2~~also ~~common~~amended ~~warrants~~and torestated ~~purchase~~its anbylaws ~~aggregate~~to ofreflect ~~258,621~~the ~~shares~~name ofchange. Our common stock. ~~The~~is ~~offering~~quoted ~~raised~~on ~~aggregate~~the ~~gross~~OTC ~~proceeds~~Expert Market, where limited trading activity, lack of ~~approximately~~public ~~$7.5~~quotations, ~~million~~and ~~before~~no ~~deducting~~market ~~the~~makers ~~placement~~may ~~agent’s~~make ~~fees~~it ~~and~~difficult ~~the~~for ~~offering~~investors ~~expenses,~~to buy or sell shares and ~~net~~may ~~proceeds~~result ofin ~~approximately~~higher ~~$6.9~~volatility ~~million~~and wider bid-ask spreads.

●Stockholder In 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.Information

●As Inof ~~October~~May 22, ~~2023~~2026, ~~Curetis~~there ~~received~~were aapproximately ~~payment~~37 stockholders of ~~€0.75~~record ~~million related to the sale~~ of ~~certain~~our ~~Unyvero~~common ~~A50~~stock, ~~systems~~which bydoes ~~Curetis~~not toinclude astockholders ~~strategic~~that ~~partner.~~beneficially ~~Such~~own ~~purchase~~shares ofheld ~~systems and payment was made~~ in ~~connection with the negotiation of~~ a ~~potential~~“nominee” ~~strategic~~or ~~transaction~~in ~~involving~~“street” ~~Curetis and the Company’s subsidiary, Ares Genetics, with such strategic partner; however, the potential strategic transaction was unsuccessful~~name.

●Sales ~~In October 2023, we entered into a Preferred Stock Purchase Agreement with a single investor for 1,000 shares~~ of ~~the~~Unregistered 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.Securities

●As Inpreviously ~~October~~disclosed ~~2023,~~in wethe ~~entered~~Company’s ~~into~~Current aReports ~~warrant~~on ~~inducement~~Form ~~agreement~~8-K ~~with~~filed aon ~~holder~~August 22, of2024 ~~certain~~and ~~existing~~December 23, ~~warrants~~2025, tothe ~~purchase~~Company ~~shares~~entered ofinto ~~common~~a ~~stock,~~securities ~~par~~purchase ~~value~~agreement ~~$0.01~~with ~~per~~AEI ~~share~~Capital Ltd., the controlling stockholder of the Company., ~~Pursuant~~pursuant to which the ~~Inducement~~Company ~~Agreement,~~had the ~~holder~~right, ~~agreed~~in toits ~~exercise~~discretion ~~for~~to ~~cash~~sell ~~their existing warrants~~ to ~~purchase~~AEI upCapital ~~to 1~~Ltd.,~~089,274~~ shares of ~~the Company’s~~ common stock athaving an ~~exercise~~aggregate ~~price~~value of up to $79.~~785~~0 ~~per~~million. ~~share,~~During the ~~exercise~~2025 ~~price~~calendar ~~per~~year, ~~share~~the ofCompany ~~the~~sold ~~existing~~an ~~warrants~~aggregate of 78,125 ~~during~~shares ~~the~~of ~~period~~common ~~from~~stock ~~the~~for ~~date~~gross proceeds of ~~the~~approximately ~~Inducement~~$0.5 ~~Agreement~~million ~~until~~pursuant ~~7:30~~to ~~a.m.,~~the ~~Eastern~~securities ~~Time,~~purchase onagreement. ~~October 26~~Additionally, ~~2023;~~as ~~however,~~previously ondisclosed ~~October~~in ~~26,~~the ~~2023,~~Company’s ~~and~~Current ~~subsequently~~Report on ~~February~~Form 78-K filed on January 16, ~~2024~~2026, the Company ~~and~~entered ~~the~~into ~~holder~~a ~~agreed~~share tosale ~~initially~~agreement ~~extend~~with ~~the~~AEI ~~offer~~Capital ~~period~~Ltd., ~~through~~the ~~December~~controlling ~~31,~~stockholder ~~2023,~~of ~~and~~the ~~later~~Company, ~~through~~pursuant ~~April~~to ~~30,~~which ~~2024.~~the InCompany ~~October~~acquired ~~2023,~~all the ~~holder~~issued ~~exercised~~and ~~200,000~~outstanding ordinary shares of ~~Common~~Sun ~~Stock~~Investment ~~under~~Enterprises Limited (the ~~existing~~“Holding ~~warrants~~Company”). ~~pursuant~~The toHolding Company is the ~~Inducement~~owner ~~Agreement~~of ~~for~~all ~~aggregate~~the ~~gross~~equity ~~proceeds~~interests toof ~~the~~iCapX ~~Company~~Sdn. ofBhd. $2(“iCapX”).~~057~~ ~~million~~The ~~before~~contractual ~~deducting~~purchase ~~financial~~price ~~advisory~~was ~~fees~~$12,278,703.08 and ~~other expenses payable by~~ the Company. ~~The~~paid ~~holder~~the ~~did~~purchase ~~not~~price ~~exercise~~in ~~any~~January 2026 ~~additional~~through ~~Existing~~the ~~Warrants~~issuance ~~prior~~of to2,028,867 ~~the~~shares ~~termination~~ of ~~the~~common ~~April~~stock ~~30,~~at ~~2024~~a ~~extended~~price ~~offer~~of ~~period~~$6.052 per share.

21Issuer Purchases of Equity Securities

● 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, Reference Number 38 S 175/23xNone. 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 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.

●Item ~~In March 2024, we entered into a securities purchase agreement with David E~~6. 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.[Reserved]

● 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 having an aggregate value of up to $3.0 million. As of September 30, 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. In October 2024, we entered 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, 2025.23

Item 7. Management’s Discussion and Analysis of Financial ~~Overview~~Condition and Results of Operations

~~Revenue~~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.

Prior 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.Overview

~~Cost~~CapForce ofInc. ~~Products~~(“CapForce” or the “Company”, ~~Cost~~formerly known as OpGen, Inc.) was incorporated in Delaware in 2001. From inception through November 2023, the Company operated as a precision medicine company harnessing the power of ~~Services~~molecular diagnostics and informatics to help combat infectious disease. The Company, along with its subsidiaries, Curetis GmbH (“Curetis”) and ~~Operating~~Ares ~~Expenses~~Genetics GmbH (“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.

~~Prior~~In toNovember 2023, the ~~repositioning~~Company ofimplemented ~~our~~certain ~~business,~~cash ~~our~~management ~~cost~~initiatives, ofincluding ~~products~~restructuring ~~consisted~~its ofU.S. ~~product~~operations ~~and~~by ~~inventory~~reducing ~~costs,~~headcount ~~including~~and ~~materials~~scaling ~~costs~~down ~~and~~operations ~~overhead,~~at ~~and~~the ~~other~~Company’s ~~costs~~U.S. ~~related~~headquarters to the ~~recognition~~core functions of ~~revenue~~a U.S. ~~Cost~~Nasdaq oflisted ~~services~~company, ~~relates~~allowing the Company to ~~the~~conserve ~~material~~cash and ~~labor~~focus ~~costs~~on ~~associated~~the ~~with~~functions ~~providing~~needed ~~our~~to ~~services.~~pursue ~~Research~~potential ~~and~~strategic ~~development~~alternatives. ~~expenses~~Subsequently, ~~consist~~Curetis ~~primarily~~and ofAres ~~expenses~~Genetics ~~incurred~~filed inpetitions ~~connection~~for ~~with~~insolvency, ~~our~~and, ~~clinical~~as ~~and~~a ~~pre-clinical~~result ~~research~~of ~~activities.~~such ~~Selling~~proceedings, ~~general~~the ~~and~~respective ~~administrative~~insolvency ~~expenses~~administrators ~~consist~~assumed ofcontrol ~~public~~over ~~company~~the ~~costs,~~assets ~~salaries,~~ and ~~related~~liabilities ~~costs~~of ~~for~~Curetis ~~administrative, sales,~~ and ~~business~~Ares ~~development~~Genetics, ~~personnel.~~which ~~Following~~eliminated the ~~acquisition~~authority ofand apower ~~controlling~~of ~~interest in~~ the Company byand ~~AEI~~its ~~Capital~~officers ~~Ltd.~~to ~~and~~act ~~the~~on ~~establishment~~behalf of ~~CapForce~~the assubsidiaries. ~~OpGen’s~~The ~~wholly-owned~~loss ~~subsidiary,~~of ~~the~~control ~~Company’s~~required ~~cost~~that ofthe ~~sales~~Company ~~will~~no ~~primarily~~longer beinclude ~~subcontractor~~Curetis and ~~advisor~~Ares ~~fees~~Genetics ~~and~~in ~~technology~~its ~~infrastructure~~consolidated ~~costs~~financial ~~associated~~statements ~~with~~and ~~providing~~consequently, ~~our~~the ~~services.~~subsidiaries ~~Research~~were ~~and~~deconsolidated ~~development~~from ~~expenses~~the ~~consist~~Company’s ofconsolidated ~~fees~~financial tostatements. ~~expand~~As ~~and~~part ~~innovate~~of the ~~digital~~insolvency ~~investment banking platform~~proceedings, ~~and~~in ~~selling~~April 2024, ~~general,~~all ~~and~~of ~~administrative~~Curetis’ ~~expenses~~assets ~~continue~~were sold to ~~consist~~Camtech ofPte ~~public~~Ltd., ~~company~~a ~~costs,~~Singaporean ~~salaries,~~family office (“Camtech”). and ~~related~~all ~~costs~~of ~~for~~Ares ~~administrative~~Genetics’ ~~and~~assets ~~business~~were ~~development~~sold ~~purposes~~to bioMerieux S.A.

22In March 2024, as a result of the Company’s efforts to explore a strategic transaction, the Company entered into a securities purchase agreement (the “March 2024 Purchase Agreement”) with David E. Lazar. In connection with the transactions contemplated by the March 2024 Purchase Agreement, the members of the Board of Directors, prior to the closing of such transactions, resigned, a new Board of Directors was appointed, of which Mr. Lazar was appointed Chairman, and Mr. Lazar was appointed Chief Executive Officer.

~~Results~~In July 2024, Mr. Lazar consummated a transaction pursuant to which he sold 550,000 shares of ~~Operations~~Series ~~for~~E Convertible Preferred Stock (“Series E Preferred Stock”) together with his rights to purchase the ~~Years~~additional ~~Ended~~2,450,000 ~~December~~shares of Series E Preferred Stock under the March 312024 Purchase Agreement to AEI Capital Ltd., a private limited company incorporated under the laws of the British Virgin Islands, which forms part of AEI Capital Group, with groupwide assets under management exceeding $3.0 billion. In conjunction with the transaction, Mr. Lazar resigned as Chief Executive Officer, Chairman and a director of the Company effective August 2024, and ~~2023~~he resigned as President of the Company effective December 23, 2025. 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. All 3,000,000 shares of Series E Preferred Stock were subsequently converted into 7,200,000 shares of the Company’s common stock in August 2024.

~~Revenues~~Following the sale of control to AEI Capital Ltd., the Company further scaled down legacy operations while repositioning itself to operate in the financial services and technology industry. In furtherance of such shift, the Company established a wholly-owned subsidiary, CapForce International Holdings Ltd., which launched a new business line offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges. Additionally, CapForce is entering the financial technology industry supporting digital investment banking activities and capital table management.

	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~~As part of the Company’s ~~total~~strategic ~~revenue~~focus ~~for~~on ~~the~~capital ~~year~~markets ~~ended~~advisory, in December 312025, ~~2024~~the ~~increased~~Company ~~$1.8~~acquired ~~million~~all orthe ~~52%~~issued and outstanding ordinary shares of Sun Investment Enterprises Limited, a company incorporated under the laws of the British Virgin Islands (the “Holding Company”) from AEI Capital Ltd. ~~This~~The ~~increase~~Holding Company is ~~primarily~~the ~~attributable~~owner toof all the ~~recognition~~equity interests of ~~listing~~iCapX ~~sponsorship~~Sdn. Bhd., a private company limited by shares incorporated under the laws of Malaysia (“iCapX”) providing cap table management fintech platform services ~~revenues~~to incustomers. The ~~2024,~~iCapX ~~partially~~platform ~~offset~~will byprovide acustomers ~~decrease~~with inproprietary ~~product~~datasets ~~sales~~of structured private company equity information, ~~laboratory~~enhancing ~~services~~due diligence capabilities, improving listing readiness assessments, and ~~collaboration~~supporting ~~revenues~~pricing accuracy. The platform will also function as ~~the~~a ~~Company~~pipeline ~~scaled~~for ~~down~~business ~~its~~development ~~legacy~~by ~~operations.~~engaging ~~The~~private ~~breakdown~~companies ahead of ~~total~~potential ~~revenues~~listing isevents. asOngoing ~~follows:~~development initiatives include AI-driven analytics for identifying structural risks, optimizing exchange selection, and supporting predictive insights related to post-listing performance.

●On ~~Product Sales: the decrease of approximately 93% during the year ended December 31~~May 20, 2024, ~~compared to~~ the ~~same~~Company ~~period~~effected ina ~~2023~~1-for-10 isreverse ~~primarily~~stock ~~attributable~~split ~~to the exclusion~~ of ~~Curetis’~~its issued and ~~Ares~~outstanding ~~Genetics’~~shares ~~product~~of ~~sales~~common instock. ~~the~~All ~~2024~~share ~~period~~amounts ~~following~~and ~~their~~per ~~insolvency~~share ~~filings~~prices in ~~November~~this ~~2023~~Annual asReport ~~well~~have asbeen ~~the~~adjusted ~~scaling~~to ~~down~~reflect ~~of legacy operations at~~ the ~~Company~~reverse instock ~~connection with the Company repositioning its business;~~split.

●Financing Laboratory Services: the decrease of approximately 83% during the year ended December 31, 2024 compared to the same period in 2023 is primarily attributable to the discontinuance of Ares Genetics’ related products and services during the first quarter of 2024 due to the sale of the Ares Genetics assets to a strategic acquiror by its insolvency administrator in Austria;Transactions

●Since ~~Listing~~inception, ~~Sponsorship Service:~~ the ~~increase~~Company ofhas ~~100%~~incurred ~~during~~significant ~~the~~losses ~~year~~from ~~ended~~operations ~~December~~and ~~31,~~negative ~~2024~~operating ~~compared~~cash toflows. Historically, the ~~same~~Company ~~period~~has infunded ~~2023~~its isoperations ~~due~~primarily tothrough ~~the~~external ~~listing~~investor ~~sponsorship~~financing arrangements and ~~consulting~~strategic ~~services~~actions ~~performed~~taken by ~~CapForce~~the inCompany, but going forward, the ~~fourth~~Company ~~quarter~~anticipates offunding ~~2024,~~its ~~when~~operations ~~CapForce~~primarily ~~commenced~~through ~~this~~financing ~~new~~arrangements ~~business~~with ~~line;~~AEI ~~and~~Capital Ltd.

●The ~~Collaboration~~following ~~Revenue:~~financing ~~the~~transactions ~~decrease~~generating ofgross ~~100%~~proceeds ~~during~~of ~~the~~$5.5 ~~year~~million ~~ended~~took ~~December~~place ~~31,~~during 2024 ~~compared~~and 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 2023.2025:

~~Operating~~● ~~expenses~~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. Pursuant to the agreement, Mr. Lazar paid a total of $550,000 in exchange for 550,000 shares of Series E Preferred Stock. In July 2024, Mr. Lazar consummated a transaction pursuant to which he sold the 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.

	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

●

In August 2024, we entered into a securities purchase agreement (the “August 2024 Securities Purchase Agreement”) with AEI Capital Ltd., which was subsequently amended in October 2024, pursuant to which we have the right, in our sole 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, of the Company having an aggregate value of up to $9.0 million. During the 2024 fiscal year, 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, and, during the 2025 fiscal year, the Company sold 78,125 shares of common stock to AEI Capital Ltd. for gross proceeds of $0.5 million before deducting offering expenses. In December 2025, the Company and AEI Capital Ltd. further amended the August 2024 Securities Purchase Agreement to provide that the Company may sell shares of common stock to AEI Capital Ltd. thereunder until December 31, 2026.

23In the near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd., including the August 2024 Securities Purchase Agreement noted above, until our operating business is able to sustain our operations or until we are able to monetize our investments in equity securities.

The 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:25

●Financial Cost of products sold: cost of products sold for the year ended December 31, 2024 decreased 99% when compared to the same period in 2023. The decrease in cost of products sold aligns with the decrease in the Company’s legacy, lower margin product sales business during 2024;Overview

● Cost of services: cost of services for the year ended December 31, 2024 decreased 100% when compared to the same period in 2023. The decrease in cost of services aligns with the decrease in laboratory services and collaboration revenue during 2024, which is due to the sale of Ares Genetics’ business in the first quarter of 2024 as part of Ares Genetics’ insolvency proceedings and the Company no longer collaborating with FIND as a result of the deconsolidation following Ares Genetics’ and Curetis’ insolvency filings in 2023;Revenue

●Prior ~~Research~~to ~~and~~the ~~development,~~repositioning ~~general~~of ~~and~~our ~~administrative~~business, ~~and~~we ~~sales~~generated ~~and~~revenues ~~marketing:~~from ~~research~~sales ~~and~~of ~~development,~~our ~~general and administrative~~products, ~~and~~including sales ~~and~~of ~~marketing~~our ~~expenses~~products ~~decreased~~through ~~approximately~~our ~~99%,~~distribution ~~44%~~partners, ~~and~~such ~~94%,~~as ~~respectively,~~our ~~for~~Unyvero ~~the~~instruments ~~year~~and ~~ended December 31, 2024 compared to the same period in 2023~~consumables. ~~The~~We ~~decreases~~also ~~are~~generated ~~primarily~~revenue ~~attributable~~from tosales ~~the~~by ~~Company no longer including expenses related to Curetis and~~ Ares Genetics ~~in the consolidated figures as a result~~ of ~~the~~its ~~deconsolidation~~AI-powered ~~following~~prediction ~~their~~models ~~insolvency filings in November 2023,~~ and ~~the~~solutions. ~~scaling~~Revenues ~~down~~generated offrom ~~legacy~~our ~~operations~~laboratory atservices ~~the~~related ~~Company~~to inservices ~~connection~~that ~~with~~we ~~the~~and ~~Company~~our ~~repositioning~~subsidiaries ~~its~~provided ~~business;~~to customers.

●Following ~~Loss~~the onacquisition ~~deconsolidation~~ of ~~subsidiaries:~~a ~~loss~~controlling oninterest ~~deconsolidation~~in ~~of subsidiaries for~~ the ~~year~~Company ~~ended~~by ~~December~~AEI 31Capital Ltd., ~~2024~~we ~~decreased~~generate ~~99%~~revenues ~~when~~from ~~compared~~CapForce’s tolisting ~~the~~sponsorship ~~same~~and ~~period~~consulting inservices, ~~2023~~and aswe ~~the~~anticipate ~~deconsolidation~~generating ofrevenues ~~the~~from ~~Company~~CapForce’s ~~Colombia~~other ~~and~~business ~~Denmark~~ventures ~~subsidiaries~~including incross-border ~~2024~~securities ~~was~~trading, ~~much~~advanced ~~less~~computational ~~significant~~model-enabled ~~than~~investment ~~the~~banking ~~losses~~advisory ~~incurred~~and byasset ~~the~~management ~~Company~~services, ~~associated~~and ~~with~~fintech-enabled ~~the~~capital ~~insolvency~~table ~~filings~~management ofsolutions ~~Curetis~~via ~~and~~iCapX, ~~Ares~~CapForce’s ~~Genetics~~next ingeneration ~~November~~global ~~2023;~~digital investment banking platform.

●Cost ~~Impairment~~ of ~~right-of-use asset: impairment of right-of-use asset for the year ended December 31~~Products, ~~2023~~Cost ~~represents the impairment~~ of ~~the Company’s right-of-use lease asset at its Rockville~~Services, MDand ~~office;~~Operating ~~and~~Expenses

●Prior ~~Impairment~~to the repositioning of ~~property~~our ~~and~~business, ~~equipment:~~our ~~impairment~~cost of ~~property~~products consisted of product and ~~equipment~~inventory ~~for~~costs, ~~the~~including ~~year~~materials ~~ended~~costs ~~December~~and 31overhead, ~~2023~~and ~~represents~~other costs related to the ~~impairment~~recognition of revenue. Cost of services relates to the ~~Company’s~~material ~~property~~and labor costs associated with providing our services. Research and ~~equipment~~development atexpenses ~~its~~consist ~~Rockville~~primarily of expenses incurred in connection with our clinical and pre-clinical research activities. Selling, MDgeneral ~~office~~and administrative expenses consist of public company costs, salaries, and related costs for administrative, sales, and business development personnel.

~~Other~~Following ~~income~~the ~~(expense)~~acquisition of a controlling interest in the Company by AEI Capital Ltd., the Company’s cost of sales are primarily subcontractor and advisor fees and technology infrastructure costs associated with providing our services. Research and development expenses consist of fees to develop, expand and innovate CapForce’s 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.

	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	)

Results of Operations for the Years Ended December 31, 2025 and 2024

The Company’s increase in total other income for the year ended December 31, 2024 compared to the same period of 2023 is primarily due to the recognition of a gain on extinguishment of debt of $9.7 million following the Company’s settlement of the EIB loan guaranty in August 2024, the recording of a gain on impairment adjustment of $2.1 million in March 2024 following the Company’s identification of a subtenant for its Rockville, Maryland office, and the recognition of a gain on settlement of compensation expenses of $0.6 million following the Company’s settlement of deferred and accrued compensation and severance expenses with the Company’s former CEO, David E. Lazar. In addition, the Company did not recognize interest expense on the Company’s EIB liability during 2024 because, upon deconsolidation of the Company’s subsidiaries in the fourth quarter of 2023, the Company reclassified the EIB liability from a loan to a loan guaranty, which is recorded based on its fair value with changes being recognized as part of net income (loss) at each reporting date.Revenues

	Years ended December 31,
	2025		2024		$ Change			% Change
Revenue
Product sales	$	-	$	169,373	$	(169,373	)		-100	%
Laboratory services		-		26,776		(26,776	)		-100	%
Listing sponsorship services		30,200,000		5,000,000		25,200,000			504	%
Total revenue	$	30,200,000	$	5,196,149	$	25,003,851			481	%

~~Liquidity~~The Company’s total revenue for the year ended December 31, 2025 increased $25.0 million. This increase is attributable to the recognition of additional listing sponsorship services revenues in 2025, partially offset by a decrease in product sales and ~~Capital~~laboratory ~~Resources~~services as the Company scaled down its legacy operations. The breakdown of total revenues is as follows:

At● ~~December 31,~~Product ~~2024,~~Sales: the ~~Company~~decrease ~~had~~during ~~cash~~the ~~and~~year ~~cash~~ended ~~equivalents~~December of31, ~~$1.3~~2025 ~~million~~ compared to ~~$1.2~~the ~~million~~same atperiod ~~December 31,~~in ~~2023.~~2024 ~~The~~is ~~Company~~attributable ~~has~~to ~~funded~~the ~~its~~scaling ~~operations~~down ~~primarily~~of ~~through~~legacy ~~external~~operations ~~investor~~at ~~financing arrangements and strategic actions taken by~~ the Company, ~~but~~in ~~going~~connection ~~forward,~~with the Company ~~anticipates~~repositioning ~~funding~~ its ~~operations primarily through financing arrangements with AEI Capital Ltd. The following financing transactions took place during 2023 and 2024:~~business;

● In January 2023, we closed a best-efforts public offering for the purchase of (i) 32,121 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 226,500 shares of common stock, (iii) Series A-1 common warrants to purchase an aggregate of 258,621 shares of common stock, and (iv) Series A-2 common warrants to purchase an aggregate of 258,621 shares of common stock. The offering raised 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.26

● InLaboratory ~~May~~Services: ~~2023, we closed a best-efforts public offering for~~ the ~~purchase~~decrease ofduring ~~(i) 60,500 shares of~~ the ~~Company’s~~year ~~common~~ended ~~stock,~~December ~~par value $0.01 per share~~31, ~~(ii)~~2025 ~~pre-funded~~compared ~~warrants~~ to ~~purchase~~the upsame toperiod anin ~~aggregate~~2024 ofis ~~389,083~~attributable ~~shares of common stock, and (iii) common warrants~~ to ~~purchase~~the upscaling todown ~~an aggregate~~ of ~~449,583~~legacy ~~shares~~operations ofat ~~common~~the ~~stock.~~Company ~~The~~in ~~offering~~connection ~~raised~~with ~~aggregate~~the ~~gross~~Company ~~proceeds~~repositioning ofits ~~approximately~~business; ~~$3.5 million~~ and ~~net proceeds of approximately $3.0 million.~~

● InListing ~~October~~Sponsorship ~~2023,~~Service: ~~Curetis~~the ~~received~~increase aduring ~~payment~~the ofyear ~~€0.75~~ended ~~million~~December ~~related~~31, 2025 compared to the ~~sale~~same ofperiod ~~certain~~in ~~Unyvero~~2024 ~~A50~~is ~~systems~~due ~~by Curetis~~ to athe ~~strategic~~Company’s ~~partner.~~continued ~~Such~~performance ~~purchase of systems~~ and ~~payment~~completion ~~was~~of ~~made~~the inremaining ~~connection~~performance ~~with~~obligations ~~the~~pursuant ~~negotiation~~to ofits alisting ~~potential~~sponsorship ~~strategic~~and ~~transaction~~consulting ~~involving~~services ~~Curetis~~contract ~~and~~with the Company’s ~~subsidiary, Ares Genetics, with such strategic partner; however, the potential strategic transaction was unsuccessful~~client.

●Operating In 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.

● 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.

	Years Ended December 31,
	2025		2024		$ Change			% Change
Cost of products sold	$	-	$	31,636	$	(31,636	)		-100	%
Cost of services		3,020,000		1,575		3,018,425			191646	%
Research and development		6,585		48,820		(42,235	)		-87	%
General and administrative		3,132,917		4,542,025		(1,409,108	)		-31	%
Sales and marketing		12,420		172,238		(159,818	)		-93	%
Loss on deconsolidation of subsidiaries		-		75,138		(75,138	)		-100	%
Total operating expenses	$	6,171,922	$	4,871,432	$	1,300,490			27	%

25The Company’s total operating expenses for the year ended December 31, 2025 increased from $4.9 million to $6.2 million, when compared to the same period in 2024. This increase is primarily attributable to:

● InCost ~~November~~of ~~2023,~~products ~~Curetis~~sold: ~~filed~~cost aof ~~petition~~products sold for ~~insolvency with~~ the ~~district~~year ~~court~~ended ofDecember ~~Stuttgart~~31, ~~Germany,~~2025 ~~and~~decreased ~~Ares~~when ~~Genetics~~compared ~~filed~~to ~~a petition for insolvency with~~ the ~~commercial~~same ~~court~~period in ~~Vienna, Austria, Reference Number 38 S 175/23x~~2024. The ~~insolvency~~decrease ~~proceedings~~in ofcost ~~Curetis and Ares Genetics were adjudicated under the insolvency laws~~ of ~~Germany~~products ~~and~~sold ~~Austria,~~aligns ~~respectively.~~with ~~The~~scaling ~~insolvency~~down ~~administrators assumed control over the assets and liabilities~~ of ~~Curetis~~legacy ~~and~~operations ~~Ares~~at ~~Genetics, respectively, which eliminated~~ the ~~authority~~Company ~~and~~in ~~power~~connection ofwith the Company ~~and~~repositioning 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.business;

● InCost ~~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~~services: Ecost ~~Convertible Preferred Stock to Mr. Lazar at a price~~ of ~~$1.00~~services ~~per share~~ for ~~aggregate~~the ~~gross~~year ~~proceeds~~ended ofDecember ~~$3.0 million. In March 2024~~31, ~~Mr.~~2025 ~~Lazar~~increased ~~paid~~when ~~$200,000~~compared atto the ~~initial~~same ~~closing~~period in ~~exchange for 200,000 shares of Series E Preferred Stock~~2024. ~~Mr.~~The ~~Lazar~~increase ~~subsequently paid $350,000~~ in ~~exchange~~cost ~~for~~of anservices ~~additional~~aligns ~~350,000~~with ~~shares~~the repositioning of ~~Series~~the ECompany’s ~~Preferred Stock in April 2024~~business. In ~~July~~ 2024, ~~Mr.~~cost ~~Lazar consummated a transaction pursuant to which he sold 550,000 shares~~ of ~~Series~~services Erelated ~~Preferred Stock together with his rights~~ to ~~purchase~~ the ~~additional~~Company’s ~~2,450,000~~laboratory ~~shares of Series E Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd. Subsequently~~services, ~~AEI~~while ~~Capital Ltd. paid the Company $2.45 million~~ in ~~August 2024 in exchange for the remaining 2~~2025,~~450,000~~ ~~shares~~cost of ~~Series~~services Erelates ~~Preferred~~to ~~Stock~~services ~~under~~performed ~~the~~for ~~terms of~~ the ~~March~~Company’s ~~2024~~listing ~~Purchase~~sponsorship ~~Agreement.~~business;

● InResearch ~~August~~and ~~2024~~development, wegeneral ~~entered~~and ~~into a securities purchase agreement (the “August 2024 Securities Purchase Agreement”) with AEI Capital Ltd.~~administrative, ~~pursuant~~and tosales ~~which~~and wemarketing: ~~have~~research ~~the~~and ~~right~~development, ingeneral ~~our~~and ~~discretion~~administrative, toand ~~sell~~sales toand ~~AEI~~marketing ~~Capital~~expenses ~~Ltd.,~~decreased atfor ~~any~~the ~~time~~year ~~prior~~ended toDecember ~~September 30~~31, ~~2024,~~2025 ~~shares~~compared ofto ~~common~~the ~~stock,~~same ~~par~~period ~~value~~in $02024.01 ~~per~~The ~~share,~~decreases ofare ~~the~~primarily ~~Company~~attributable ~~having an aggregate value of up~~ to ~~$3.0 million. As of September 30, 2024,~~ the Company ~~sold~~scaling ~~1,079,109~~down ~~shares~~its oflegacy ~~common~~operations ~~stock~~in toconnection ~~AEI Capital Ltd. for gross proceeds of $2.0 million before deducting offering expenses. In October 2024, we entered into a First Amendment (the “Amendment”) to the securities purchase agreement~~ with ~~AEI Capital Ltd. whereby we were: (i) granted~~ the ~~right~~Company torepositioning ~~sell~~its ~~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~~business; and ~~(ii) our ability to sell shares of common stock to AEI Capital Ltd. under the securities purchase agreement was extended until December 31, 2025.~~

~~Sources~~● ~~and~~Loss ~~uses~~on deconsolidation of ~~cash~~subsidiaries is the result of the Company deconsolidating its Colombia and Denmark subsidiaries in 2024.

~~The following table summarizes the net cash provided by (used in) operating activities, investing activities and financing activities for the periods indicated:~~27

	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	)

Other income (expense)

	Years Ended December 31,
	2025			2024
Interest and other income	$	416,929		$	371,444
Interest expense		(11,245	)		(7,555	)
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		103			575
Total other income	$	405,787		$	11,844,725

~~Net~~The ~~cash~~Company’s ~~used~~decrease in ~~operating~~total ~~activities~~other income for the year ended December 31, 2025 compared to the same period of 2024 is primarily due to several one-time income items in 2024 including the recognition of a gain on extinguishment of debt of $9.7 million following the Company’s settlement of its loan guaranty with its former lender, the European Investment Bank (“EIB”), in August 2024, the recording of a gain on impairment adjustment of $2.1 million in March 2024 following the Company’s identification of a subtenant for its Rockville, Maryland office, and the recognition of a gain on settlement of compensation expenses of $0.6 million following the Company’s settlement of deferred and accrued compensation and severance expenses with the Company’s former CEO. These were partially offset by a $0.9 million change in the fair value of the Company’s EIB loan guaranty.

~~Net~~Liquidity cash used in operating activities in 2024 consisted primarily of our net income of $12.0 million, adjusted for certain non-cash items, including the change in fair value of the EIB loan guaranty of $10.9 million, the gain on impairment adjustment of $2.1 million, and ~~the~~Capital net change in operating assets and liabilities of $4.1 million. Net cash used in operating activities in 2023 consisted primarily of our net loss of $32.7 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.Resources

~~Net~~As of December 31, 2025, we had cash ~~used~~and cash equivalents of $0.5 million compared to $1.3 million at December 31, 2024. Historically, we have funded our operations primarily through external investor financing arrangements and strategic actions taken by us, but going forward, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd. We generated $0.5 million and $5.0 million of gross proceeds from the sale of our securities in ~~investing~~2025 ~~activities~~and 2024, respectively.

~~Net~~In ~~cash~~the ~~used~~near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd., including the August 2024 Securities Purchase Agreement noted above, until our operating business is able to sustain our operations or until we are able to monetize our investments in ~~investing~~equity ~~activities~~securities. As of December 31, 2025, we have the right, in ~~2023~~our ~~consisted~~sole discretion, to sell to AEI Capital Ltd., at any time and from time to time prior to December 31, 2026, up to $6.5 million worth of ~~purchases~~additional shares of ~~property~~common ~~and~~stock ~~equipment~~under the August 2024 Securities Purchase Agreement.

~~Net~~Sources ~~cash~~and ~~provided~~uses byof ~~financing activities~~cash

~~Net~~The ~~cash~~following ~~provided~~table bysummarizes ~~financing activities in 2024 of $5.0 million consisted primarily of proceeds from~~ the ~~issuance~~net ofcash ~~preferred~~(used ~~stock~~ in) ~~connection~~provided ~~with~~by ~~the~~operating ~~March 2024 Purchase Agreement with David E. Lazar and~~activities, ~~subsequently,~~investing ~~AEI~~activities ~~Capital Ltd., as assignee from Mr. Lazar of $3.0 million,~~ and ~~proceeds 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 infor ~~2023 of $8.4 million consisted primarily of net proceeds from~~ the ~~January 2023~~periods ~~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.~~indicated:

Contractual Commitments

	2025			2024
	Years ended December 31,
Net cash (used in) provided by
Operating activities	$	(1,183,624	)	$	(4,869,744	)
Investing activities		(49,481	)		-
Financing activities		496,719			5,028,574
Net (decrease) increase in cash and cash equivalents	$	(736,386	)	$	158,830

Subsequent to the insolvency filings of Curetis and Ares 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, 2024.28

~~Funding~~Net ~~requirements~~cash used in operating activities

~~Going~~Net ~~forward,~~cash ~~our~~used ~~primary~~in ~~use~~operating ofactivities ~~cash~~for ~~is to fund~~ the ~~Company’s~~year ~~revenue~~ended ~~growth and operating expenses~~December 31, ~~including~~2025 ~~those~~consisted ~~costs~~primarily ~~for~~of ~~general~~our ~~administrative~~net ~~and~~income ~~corporate~~of ~~purposes~~$23.6 ~~Our~~million, ~~future~~adjusted ~~funding~~for ~~requirements~~certain ~~will~~non-cash ~~depend~~items, onincluding the ~~costs~~net ~~associated~~change ~~with~~in ~~repositioning~~operating ~~our~~assets ~~business~~ and ~~complying~~liabilities ~~with~~of ~~our obligations as a public company~~$25.3 Wemillion, ~~cannot~~stock ~~assure~~compensation ~~you~~expense ~~that~~of ~~additional~~$0.3 ~~financing will not be required in the future to support our operations~~million, ~~but~~and wedepreciation ~~intend to use financing opportunities strategically to continue strengthening our financial position~~ and weamortization ~~anticipate~~of ~~funding our operations primarily through financing arrangements with AEI Capital Ltd~~$0.,2 ~~our controlling shareholder~~million.

~~Critical~~Net ~~Accounting~~cash ~~Estimates~~used in operating activities for the year ended December 31, 2024 consisted primarily of our net income of $12.0 million, adjusted for certain non-cash items, including the 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.

~~This~~Net ~~Management’s~~cash ~~Discussion~~used ~~and Analysis of Financial Condition and Results of Operations is based on our audited consolidated financial statements, which have been prepared~~ in ~~accordance~~investing with United States General Accepted Accounting Principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions 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. In our audited consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, inducement expense related to warrant repricing, stock-based compensation, allowances for credit losses and inventory obsolescence, discount rates used to discount unpaid lease payments to present values, valuation of derivative financial instruments measured at fair value on a recurring basis, deferred tax assets and liabilities and related valuation allowance, the estimated useful lives of long-lived assets, and the recoverability of long-lived assets. Actual results could differ from those estimates.activities

27Net cash used in investing activities for the year ended December 31, 2025 consisted primarily of our purchase of intangible assets of approximately $50,000.

AWe ~~summary~~used ofno ~~our~~cash ~~significant accounting policies is included~~ in ~~Note~~investing 3activities ofduring the ~~accompanying~~year ~~audited~~ended ~~consolidated financial statements. Certain of our accounting policies are considered critical~~December 31, ~~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~~2024.

~~Revenue~~Net ~~Recognition~~cash provided by financing activities

~~During~~Net ~~the~~cash ~~years~~provided ~~ended~~by ~~December 31,~~financing ~~2024~~activities ~~and~~for ~~2023,~~ the ~~Company~~year ~~derived~~ended ~~revenues from (i) listing sponsorship and consultancy services~~December 31, ~~(ii)~~2025 ~~the sale~~ of ~~Unyvero~~$0.5 ~~Application~~million ~~cartridges,~~consisted ~~Unyvero~~primarily ~~Systems,~~of ~~Acuitas~~proceeds ~~AMR~~from ~~Gene~~the ~~Panel~~issuance ~~test~~of ~~products,~~common ~~and~~stock ~~SARS~~in ~~CoV-2~~connection ~~tests,~~with ~~(iii) providing laboratory services, and (iv) providing collaboration services including funded software arrangements, license arrangements, and~~ the ~~FIND~~August 2024 ~~NGO~~Securities ~~collaboration~~Purchase onAgreement ~~our~~with ~~Unyvero~~AEI ~~A30~~Capital ~~platform~~Ltd.

~~The~~Net ~~Company~~cash ~~analyzes~~provided ~~contracts~~by tofinancing ~~determine~~activities ~~the~~for ~~appropriate revenue recognition using~~ the ~~following~~year ~~steps:~~ended ~~(i)~~December 31, ~~identification~~2024 of ~~contracts~~$5.0 ~~with~~million ~~customers,~~consisted ~~(ii)~~primarily ~~identification~~ of ~~distinct~~proceeds ~~performance~~from ~~obligations in~~ the ~~contract,~~issuance ~~(iii) determination~~ of ~~contract~~preferred ~~transaction~~stock ~~price, (iv) allocation of contract transaction price to the performance obligations~~ and ~~(v)~~common ~~determination of revenue recognition based on timing of satisfaction of the performance obligation~~stock.

~~The~~Contractual 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.Commitments

~~The~~Other ~~Company~~than ~~defers~~the ~~incremental~~continuing ~~costs~~liability ofunder ~~obtaining~~our aformer ~~customer~~headquarters’ ~~contract~~office ~~and~~lease, ~~amortizes~~which ~~the~~lease ~~deferred~~was ~~costs~~assigned ~~over~~to ~~the~~a ~~period~~third ~~that~~party ~~the~~in ~~goods~~April 2024 ~~and~~but ~~services~~for ~~are~~which ~~transferred~~we still remain liable to the ~~customer.~~landlord, ~~The~~the Company ~~had~~has no other material ~~incremental~~contractual ~~costs~~commitments toas ~~obtain~~of ~~customer~~December 31, ~~contracts in any period presented~~2025.

~~Deferred~~Funding ~~revenue results from amounts billed in advance to customers or cash received from customers in advance of services being provided.~~requirements

~~Valuation~~Going forward, our primary use of ~~Inventory~~cash is to fund the Company’s revenue growth and operating expenses, including those costs for general administrative, digital investment banking platform development and maintenance 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 provide any assurances 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, in the near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd., our controlling shareholder, until our operating business is able to sustain our operations.

~~The~~Critical ~~Company’s~~Accounting ~~inventory is entirely made up of Unyvero system instruments and components.~~Estimates

~~The~~This ~~Company~~Management’s ~~periodically~~Discussion ~~reviews~~and ~~inventory~~Analysis ~~quantities~~of onFinancial ~~hand~~Condition and ~~analyzes~~Results ~~the~~of ~~provision~~Operations ~~for~~is ~~excess and obsolete inventory~~ based ~~primarily~~ on ~~product~~our ~~expiration~~audited ~~dating~~consolidated ~~and~~financial ~~its~~statements, ~~estimated~~which ~~sales~~have ~~forecast,~~been ~~which~~prepared isin ~~based~~accordance onwith ~~sales~~United ~~history~~States ~~and~~General ~~anticipated~~Accepted ~~future~~Accounting ~~demand~~Principles (“GAAP”). The ~~Company’s~~preparation ~~estimates~~ of ~~future~~financial ~~product~~statements ~~demand~~in isconformity ~~subjective,~~with ~~and~~GAAP itrequires ~~may~~us ~~understate~~to ormake ~~overstate~~estimates ~~the~~and ~~provision~~assumptions ~~required~~that ~~for~~affect ~~excess~~the ~~and~~reported ~~obsolete~~amounts ~~inventory.~~of ~~Accordingly,~~assets ~~any~~and ~~significant~~liabilities ~~unanticipated~~and ~~changes~~disclosure inof ~~demand~~contingent ~~could~~assets ~~have~~and aliabilities ~~significant~~at ~~impact on~~ the ~~value~~date of the ~~Company’s~~financial ~~inventory~~statements and ~~results~~the ofreported ~~operations.~~amount ~~Due~~of torevenues ~~the~~and ~~insolvency~~expenses ~~proceedings~~during ~~and~~ the ~~deconsolidation~~reporting ofperiod. ~~Curetis~~In ~~and~~our ~~Ares~~audited ~~Genetics~~consolidated infinancial ~~2023~~statements, ~~there~~estimates isare ~~significant~~used ~~uncertainty~~for, ~~surrounding~~but ~~the~~not ~~future~~limited ~~demand~~to, ~~and~~liquidity ~~net~~assumptions, ~~realizable~~revenue ~~value~~recognition, ofstock-based ~~the~~compensation, ~~Company’s~~allowances ~~products.~~for Ascredit alosses ~~result~~and ofinventory ~~these events~~obsolescence, ~~the~~discount ~~Company~~rates ~~recorded~~used ato ~~full~~discount ~~reserve~~unpaid ~~against~~lease ~~its~~payments ~~inventory,~~to ~~resulting~~present invalues, adeferred ~~net~~tax ~~carrying~~assets ~~value~~and ofliabilities ~~zero~~and asrelated ofvaluation ~~December 31~~allowance, ~~2024~~the ~~and~~estimated ~~December 31,~~useful ~~2023.~~lives ~~The~~of ~~total~~long-lived ~~inventory reserves~~assets, ~~which~~and ~~equal~~ the ~~gross~~recoverability ~~inventory~~of ~~value,~~long-lived ~~were~~assets. ~~$1,225,975~~Actual ~~and~~results ~~$1,280,805~~could atdiffer ~~December 31,~~from ~~2024~~those ~~and 2023, respectively~~estimates.

~~Impairment~~A summary of ~~Long-Lived~~our ~~Assets~~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. The accounting policies considered critical are discussed below.

Property 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 used is measured by a comparison 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 amount by 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 equipment, including 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.29

28Revenue Recognition

~~Intangible~~The ~~assets~~Company ~~are~~derives ~~reviewed~~revenues ~~for~~primarily ~~impairment~~from ~~whenever~~offering ~~events~~listing orsponsorship ~~changes~~and inconsultancy ~~circumstances~~services ~~indicate~~to ~~that~~international ~~the~~companies ~~carrying~~seeking ~~amount~~to oflist ~~the~~their ~~asset~~securities ~~may~~on ~~not~~securities ~~be recoverable~~exchanges. IfPrior ~~any~~to ~~indicators~~its ~~were present~~repositioning, the Company ~~would~~derived ~~test~~revenues ~~for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated~~ from ~~the asset. If those net undiscounted cash flows do not exceed the carrying amount~~ (i~~.e., the asset is not recoverable~~), the ~~Company~~sale ~~would~~of ~~perform~~Unyvero ~~the~~Application ~~next step~~cartridges, ~~which~~Unyvero isSystems, toAcuitas ~~determine~~AMR ~~the~~Gene ~~fair~~Panel ~~value~~systems ~~of the asset~~ and ~~record~~test ~~an impairment loss~~products, ifand ~~any.~~SARS ~~All the Company’s finite~~CoV-~~lived~~2 ~~intangible~~tests, ~~assets~~(ii) ~~with~~providing ~~net~~laboratory ~~balances~~services, ~~were held by Curetis~~ and ~~Ares~~(iii) ~~Genetics.~~providing Ascollaboration a result of the insolvency filings for Curetis and Ares Genetics and the associated deconsolidation of these entities in 2023, the Company does not have any finite-lived or indefinite-lived intangible asset balances as of December 31, 2024services.

~~Share-Based~~The ~~Compensation~~Company analyzes its 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 obligations. The Company recognizes revenues upon the satisfaction of its performance obligations (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.

~~Share-based~~The ~~payments~~Company todefers ~~employees,~~incremental ~~directors~~costs ~~and~~of ~~consultants~~obtaining ~~are~~a ~~recognized~~customer atcontract ~~fair~~and ~~value.~~amortizes ~~The~~the ~~resulting~~deferred ~~fair~~costs ~~value is recognized ratably~~ over the ~~requisite service~~ period, ~~which~~that isthe ~~generally~~goods ~~the~~and ~~vesting~~services ~~period~~are oftransferred to the ~~option~~customer. The ~~estimated~~Company ~~fair~~had ~~value~~no ofmaterial ~~equity~~incremental ~~instruments~~costs ~~issued~~ to ~~non-employees~~obtain iscustomer ~~recorded~~contracts atin ~~fair~~any ~~value~~period ~~on the grant date~~presented.

~~For~~Deferred ~~all~~revenue ~~time-vesting~~results ~~awards~~from ~~granted,~~amounts ~~expense~~billed isin ~~amortized~~advance ~~using~~to ~~the~~customers ~~straight-line attribution method. For awards that contain a performance condition, expense is amortized using either the straight-line~~ or ~~accelerated~~cash ~~attribution~~received ~~method,~~from ~~depending~~customers on the vesting structure. Share-based compensation expense recognized is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period. The fair value of share-based payments is estimated, on the date of grant, using the Black-Scholes model. Option valuation models, including the Black-Scholes model, require the input of highly subjective estimates and assumptions, and changes in ~~those~~advance ~~estimates and assumptions can materially affect the grant-date fair value~~ of anservices ~~award.~~being ~~These assumptions include the fair value of the underlying award and the expected life of the award~~provided.

~~See additional discussion of the use of estimates relating to share~~Long-~~based~~Lived ~~compensation, and a discussion of management’s methodology for developing each of the assumptions used in such estimates, in Note 3 of the accompanying consolidated financial statements.~~Assets

~~Recent~~Property ~~Accounting~~and ~~Pronouncements~~equipment is stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets. The estimated service lives range from three to ten years. Property 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 used is measured by a comparison 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 is performed at the lowest possible level for which the Company can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

WeIntangible ~~have~~assets ~~reviewed~~represent ~~all~~costs ~~recently~~incurred ~~issued~~related ~~standards~~to ~~and~~the ~~have~~Company’s ~~determined~~proprietary platform during the application development stage that are capitalized as finite-lived intangible assets. These costs include external direct costs for infrastructure and services, ~~other~~as ~~than~~well as ~~disclosed~~personnel and related costs for consultants directly involved in ~~Note~~the 3development ofeffort. ~~our~~Once ~~consolidated~~the ~~financial~~project ~~statements~~is ~~appearing~~substantially ~~elsewhere~~complete inand ~~this~~available ~~filing~~for use, ~~such~~capitalized ~~standards~~costs will ~~not~~be ~~have~~amortized on a ~~material~~straight-line ~~impact~~basis onover ~~our~~the ~~consolidated~~asset’s ~~financial~~estimated ~~statements~~useful life. Intangible assets are reviewed for impairment whenever events or dochanges ~~not~~in ~~otherwise~~circumstances ~~apply~~indicate tothat ~~our~~the ~~operations~~carrying amount of the asset may not be recoverable.

~~Off~~Share-~~Balance~~Based ~~Sheet Arrangements~~Compensation

AsStock-based compensation expense is recognized at fair value. The fair value of ~~December 31,~~stock-based ~~2024~~compensation to employees and ~~2023~~directors is estimated on the date of grant using the Black-Scholes model for stock options. The resulting fair value is recognized ratably over the requisite service period, which is generally the ~~Company~~vesting ~~did~~period ~~not~~of ~~have~~the ~~any~~award. ~~off~~For all time-~~balance~~vesting ~~sheet~~awards ~~arrangements~~granted, expense is amortized using the straight-line attribution method. The Company accounts for forfeitures as they occur.

~~Item~~Option 7Avaluation models, including the Black-Scholes model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. ~~Quantitative~~These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and ~~Qualitative~~the ~~Disclosures~~expected ~~About~~life ~~Market~~of ~~Risk~~the award.

~~As a smaller reporting company, the Company is not required to provide the information required by this Item.~~30

~~Item~~Recent 8.Accounting ~~Financial Statements~~Pronouncements

~~The~~We ~~Company’s~~have ~~consolidated~~reviewed ~~financial~~all ~~statements~~recently issued standards and ~~the~~have ~~report~~determined ofthat, ~~our~~other ~~independent~~than ~~registered~~as ~~public~~disclosed ~~accounting~~in ~~firm~~Note ~~are~~3 ~~included~~to inour ~~this~~consolidated ~~Annual~~financial ~~Report~~statements asappearing ~~indicated~~elsewhere in ~~Part~~this IVfiling, ~~Item~~such 15standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our operations.

29Off-Balance Sheet Arrangements

~~Item~~As 9.of ~~Changes~~December 31, in2025 and ~~Disagreements~~2024, ~~with~~the ~~Accountants~~Company ondid ~~Accounting~~not ~~and~~have ~~Financial~~any ~~Disclosure~~off-balance sheet arrangements.

~~None~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~Item~~As ~~9A.~~a ~~Controls~~smaller ~~and~~reporting ~~Procedures~~company, the Company is not required to provide the information required by this Item.

~~Evaluation~~Item of8. ~~Disclosure~~Financial ~~Controls and Procedures~~Statements

The Company’s ~~management~~consolidated ~~evaluated, with the participation of the Company’s principal executive and principal~~ financial ~~officer,~~statements ~~the effectiveness of the Company’s disclosure controls~~ and ~~procedures (as defined in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~report ~~Act) as~~ of ~~December 31,~~our ~~2024.~~independent Weregistered ~~maintain~~public ~~disclosure~~accounting ~~controls~~firm ~~and procedures that~~ are ~~designed~~included ~~to ensure that information required to be disclosed~~ in ~~our~~this ~~reports~~Annual ~~filed~~Report oras ~~submitted~~indicated ~~under the Exchange Act is recorded, processed, summarized and reported within the time periods specified~~ in ~~the~~Part ~~SEC’s rules and forms~~IV, ~~and~~Item 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 disclosure15. ~~Based on their evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.~~

Item 9. Changes in ~~Internal~~and ~~Control~~Disagreements ~~over~~with Accountants on Accounting and Financial ~~Reporting~~Disclosure

For the year ended December 31, 2024, 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 reportingNone.

~~Management’s~~Item ~~Annual~~9A. ~~Report~~Controls onand ~~Internal Control over Financial Reporting~~Procedures

~~The~~Evaluation Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of ~~published~~Disclosure ~~financial~~Controls statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the Company assessed the effectiveness of internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its statement “Internal Control-Integrated Framework (2013).”Procedures

~~Based~~The onCompany’s ~~this~~management ~~assessment~~evaluated, ~~management~~with ~~has~~the ~~concluded~~participation ~~that~~of the Company’s principal executive officer 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, ~~2024~~2025. 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, ~~internal~~processed, ~~control~~summarized ~~over~~and ~~financial~~reported ~~reporting~~within the time periods specified in the SEC’s rules and forms, and that such information is ~~effective~~accumulated ~~based~~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 ~~these~~their ~~criteria~~evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.

~~This~~Changes ~~Annual~~in ~~Report~~Internal ~~does~~Control ~~not include an attestation report of the Company’s independent registered public accounting firm regarding internal control~~ over ~~financial~~Financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.Reporting

~~Item~~For ~~9B.~~the ~~Other~~year ~~Information~~ended December 31, 2025, 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.

~~None.~~Management’s Annual Report on Internal Control over Financial Reporting

~~Item~~The 9CCompany’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). ~~Disclosure~~The ~~Regarding~~Company’s ~~Foreign~~internal ~~Jurisdictions~~control system is 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that ~~Prevent~~controls ~~Inspections~~may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the Company assessed the effectiveness of internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its statement “Internal Control-Integrated Framework (2013).”

~~Not applicable.~~31

30Based on this assessment, management has concluded that, as of December 31, 2025, internal control over financial reporting is effective based on these criteria.

~~PART~~This ~~III~~Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

Item 109B. ~~Directors,~~Other ~~Executive Officers and Corporate Governance~~Information

~~Our executive officers are appointed by the Board and serve until their successors have been elected and qualified or until their earlier resignation or removal by the Board~~None. There are no family relationships among any of the directors and executive officers of the Company. Incumbent directors are elected to serve until our next annual meeting and until each director’s successor is duly elected and qualified. No director or executive officer has been involved in any legal proceeding during the past ten years that is material to an evaluation of his or her ability or integrity.

~~The~~Item ~~following~~9C. ~~table~~Disclosure ~~sets~~Regarding ~~forth~~Foreign ~~information~~Jurisdictions ~~regarding~~that ~~the~~Prevent ~~Company’s directors and officers as of the date hereof.~~Inspections

Name	Age	Positions
John Tan Honjian	34	Chairman of the Board and Chief Executive Officer
Mohd Azham Azudin	52	Chief Operating Officer
Ken Lim Zhao Qi	38	Director
Ethan Low Yu Jie	35	Director
Constance Wong Poh Yin	34	Director
Victor Chua Kok Hoe	36	Director

Not applicable.

John 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.32

31PART III

~~Mohd~~Item Azham Azudin has over 25 years of investment experience specifically in private equity, venture capital deals, and corporate advisory, including corporate structuring, finance and mergers and acquisitions10. ~~Since March 2023~~Directors, heExecutive ~~has~~Officers ~~served as Vice President of Group Investments~~ and Corporate Advisory at AEI Capital Ltd. Mr. Azudin retains such role, however, in such capacity, he also serves as the Chief Operating Officer of the Company. Prior to his current role, from September 2022 to January 2023, Mr. Azudin served as the Lead Executioner for the Security Token Offering (“STO”) Division at ATA Global Inc. US. From March 2021 to June 2021, Mr. Azudin was involved in the F&B Fund Framework and Conceptualization Paper at Articulate Fusion Sdn. Bhd. Mr. Azudin served as Vice President in Private Equity Investments at Malaysian Development Bank’s Private Equity Management Company from 2007 to 2010 and as the Executive Vice President in Corporate Affairs at Quest Mastery Asia Group from 2017 to 2021. Mr. Azudin holds a chartered accountant designation from the Malaysia Institute of Accountants. Based on Mr. Azudin’s extensive experience, our Board believes that Mr. Azudin has the appropriate set of skills to serve as the Company’s Chief Operating Officer.Governance

~~Ken~~Our ~~Lim~~executive ~~Zhao~~officers Qiare ~~has~~appointed ~~served~~by asthe ~~Chief~~Board ~~Executive Officer~~ and ~~Executive~~serve ~~Director~~until oftheir ~~the~~successors ~~European~~have ~~Credit~~been ~~Investment~~elected ~~Bank~~and ~~Ltd,~~qualified aor ~~licensed~~until ~~midshore~~their ~~investment~~earlier ~~bank~~resignation ~~based~~or inremoval ~~Labuan,~~by ~~Malaysia,~~the ~~since 2014~~Board. ~~During~~There ~~his~~are ~~tenure,~~no hefamily ~~has~~relationships ~~been~~among ~~responsible~~any ~~for substantial growth~~ of the ~~bank.~~directors ~~Since~~and ~~2023,~~executive heofficers ~~has served as the Chairman~~ of the ~~Labuan~~Company. ~~Investment~~Incumbent ~~Banking~~directors ~~Association~~are ~~and~~elected ~~has~~to ~~served~~serve onuntil ~~the~~our ~~board~~next ofannual ~~Sentoria~~meeting ~~Group Berhad, a tourism resort~~ and ~~integrated~~until ~~travel~~each ~~destination~~director’s ~~operator~~successor ~~listed~~is onduly ~~the~~elected ~~Bursa~~and ~~Malaysia Stock Exchange~~qualified. ~~Mr. Lim~~No ~~received~~director ~~his~~or ~~Bachelor’s~~executive ~~degree~~officer ~~from~~has ~~the~~been ~~University~~involved ~~Technology~~in ofany ~~Sydney.~~legal ~~Based~~proceeding onduring ~~Mr. Lim’s~~the ~~extensive~~past ~~experience,~~ten ~~our~~years ~~Board believes~~ that ~~Mr. Lim~~is ~~has~~material ~~the~~to ~~appropriate~~an ~~set~~evaluation of ~~skills~~his toor ~~serve~~her asability aor ~~member of the Board~~integrity.

~~Ethan~~The ~~Low~~following Yutable ~~Jie~~sets isforth ~~the~~information ~~Deputy~~regarding ~~President of Corporate Development and Portfolio Management for~~ the AEI Capital Group, a growth equity investment firm, where he has served in such role since January 2024. He has worked for AEI Capital Group in various roles of increasing responsibility since 2016. Mr. LowCompany’s ~~responsibilities~~directors ~~have~~and ~~included assisting the company’s chief~~ executive ~~officer~~officers ~~in the company’s private equity investments and portfolio management activities, overseeing compliance matters and serving~~ as ~~a director for some~~ of the ~~company’s~~date ~~subsidiaries~~hereof. Mr. Low was a practicing lawyer prior to joining AEI Capital Group. Mr. Low received his Bachelor of Laws degree from the University of Malaya. Based on Mr. Low’s extensive experience, our Board believes that Mr. Low has the appropriate set of skills to serve as a member of the Board.

Constance Wong Poh Yin is Senior Vice President of Group Operations and Business Development at AEI Capital Group, where she has served in that role since January 2024. Since 2016, she has held various roles of increasing importance at AEI Capital Group focusing on improving operational processes and supporting the company’s growth through business development strategies. Prior to that, Ms. Wong began her career as a practicing lawyer. Ms. Wong holds a Bachelor of Laws degree from the University of Malaya. Based on Ms. Wong’s extensive experience, our Board believes that Ms. Wong has the appropriate set of skills to serve as a member of the Board.

Name	Age	Positions
John Tan Honjian	34	Chairman of the Board
Christian-Laurent Benoit Bonte	47	Chief Executive Officer
Mohd Azham Azudin	52	Chief Operating Officer
Ken Lim Zhao Qi	38	Director
Ethan Low Yu Jie	35	Director
Constance Wong Poh Yin	34	Director
Victor Chua Kok Hoe	36	Director

~~Victor~~John ~~Chua~~Tan ~~Kok~~Honjian ~~Hoe~~brings isextensive ~~the~~expertise ~~Managing~~as ~~Partner~~a corporate strategist and ~~Founder~~private ofequity ~~Vynn~~investor ~~Capital~~with significant legal experience in local and cross-border corporate mergers and acquisitions, acorporate joint ventures and strategic alliances, foreign investment, private equity and venture capital ~~firm~~deals, ~~investing~~private infund ~~early-stage~~establishment ~~technology~~and ~~companies~~structuring infor ~~the~~private ~~Asia~~equity ~~Pacific~~funds ~~that~~and ~~works~~venture ~~alongside~~capital funds, project financing, structuring of investment deals for high net-worth family offices, ~~and~~strategic ~~large~~structuring ~~institutions~~of business deals, and ~~companies~~property intransactions ~~technology~~for ~~adoption~~both corporate and ~~innovation~~individual clients. ~~Vynn~~Since ~~Capital~~January 2015, isMr. aTan ~~partner~~has served as Chairman and CEO of ~~the~~AEI ~~United~~Capital ~~Nations~~Group ~~World~~headquartered ~~Tourism~~in ~~Organization~~Kuala ~~that~~Lumpur, ~~works~~Malaysia with ~~companies~~satellite offices in Singapore and Hong Kong, where he leads the ~~industries~~Asia-Pacific-focused private equity investment group with AUM exceeding USD $3.0 billion with the support of ~~travel~~a ~~mobility,~~seasoned ~~property~~team backed by diverse experience in more than 100 M&A transactions, ~~food~~exceeding 50 private equity deals and ~~fast-moving~~above ~~consumer~~20 ~~goods~~IPO orexercises ~~packaged~~in ~~goods.~~major ~~Prior~~financial tocenters ~~that~~such as New York, heHong ~~was~~Kong, ~~the~~Singapore, ~~Vice~~Sydney ~~President~~and ofKuala ~~Investments~~Lumpur. ~~for~~AEI ~~Gobi~~Capital ~~Partners,~~Group anspecializes ~~early-to-~~in late-stage, pre-IPO investments, merger and acquisition/joint venture transactions, private equity/venture capital ~~firm~~deals, ~~where~~private heinvestment ~~managed~~in ~~two~~public ~~Southeast~~equity ~~Asia-focused~~(PIPE), ~~early-stage~~hedge ~~funds~~fund portfolio, private fund structuring, and abuy-out of high growth ~~stage~~small ~~fund.~~and ~~Prior~~medium-sized toenterprises ~~that,~~and hetech ~~served~~ventures, with ~~the~~preferred ~~venture~~exit ~~capital~~via ~~arm~~IPO ofon ~~Malaysia’s~~global ~~Ministry~~stock ofexchanges ~~Finance~~such ~~where~~as heHKEX, ~~managed~~ASX ~~direct~~ and ~~indirect investments~~NASDAQ. ~~Some~~AEI ofCapital Group received the ~~notable~~award ~~investments~~of heBest ~~supervised~~Private ~~include~~Equity ~~Carsome~~Firm (~~Malaysia~~East Asia), ~~Travelio~~in Fund Awards 2021 granted by Wealth & Finance International (~~Indonesia~~WFI),. ~~Dropee~~Since January 2020, ~~Triip~~Mr.me ~~(Vietnam)~~Tan has served as co-President, ~~Hermo~~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 ~~Jirnexu~~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. ~~Chua~~ ~~worked~~Tan ~~for~~specialized ~~Willis~~in ~~Towers~~mergers ~~Watson~~and acquisitions, ~~where~~capital hemarkets ~~advised~~and private equity as a common law-qualified cross-border corporate, ~~pension~~lawyer at Rajah and ~~sovereign~~Tann ~~wealth~~Singapore ~~funds~~LLP, onthe ~~investment~~largest ~~strategies.~~law Hefirm ~~was~~in anthe ~~honoree~~ASEAN ofregion, ~~the~~headquartered ~~Forbes~~in ~~Asia~~Singapore, 30with ~~under~~affiliate 30offices in ~~2017~~Cambodia, China, Indonesia, Laos, Malaysia, Myanmar, Philippines, Thailand and Vietnam, and founded in 1976. HeMr. isTan also served as the ~~Immediate~~regional ~~Past~~counsel ~~Chairman~~for ofa ~~the~~Fortune ~~Malaysia~~100 ~~Venture~~Company ~~Capital~~in ~~and~~charge ~~Private~~of ~~Equity~~the ~~Association~~ASEAN and aSouth ~~mentor~~Asia ~~with~~regions. Mr. Tan has received the ~~Founder~~honor ~~Institute~~of Global Innovator Award 2018 in Finance and ~~other~~Investment ~~grass~~Category by Global SME Alliance, United Nations due to his significant contribution on ASEAN-~~root~~plus-China ~~entrepreneurial~~One-Belt-One-Road ~~initiatives~~private equity investment thesis. Mr. ~~Chua~~ isTan ~~also~~spoke as a ~~Council~~Panel ~~Member~~Speaker ofin the ~~Malaysian~~Global ~~Venture~~SME ~~Capital~~Summit ~~and~~alongside ~~Private~~global ~~Equity~~leaders ~~Development~~such ~~Council~~as ~~appointed~~France’s byex-Prime ~~the~~Minister ~~Securities~~Mr. ~~Commission~~Jean-Pierre ofRaffarin ~~Malaysia~~and China’s ex-Vice Premier Mdm. Wu Gui Xian. Mr. ~~Chua~~ ~~was~~Tan ~~also~~completed ahis ~~startup~~Master ~~founder~~of Business Administration (MBA) Essentials Programme at the London School of Economics and Political Science (LSE), with an ~~online~~Executive ~~education~~Program ~~platform~~completed asat ~~well~~the asUniversity ~~two~~of ~~other~~Oxford ~~businesses~~on Blockchain Strategy. He isalso acompleted ~~member~~his ofPostgraduate ~~Mensa~~Executive ~~and~~Programme ain ~~CFA~~Alternative ~~charter~~Investments ~~holder~~at Harvard University. Based on Mr. ~~Chua~~ Tan’s extensive experience, our Board believes that Mr. ~~Chua~~ Tan has the appropriate set of skills to serve as aChairman ~~member~~ of the Board.

3233

~~Corporate~~Christian-Laurent ~~Governance~~Benoit Bonte has served as our Chief Executive Officer since December 2025 and was a member of our board from August 2024 to July 2025. He is the owner of Far Cap Pte Ltd, a Singapore-based business founded by Mr. Bonte in December 2017, and which is engaged in corporate financing and investing transactions primarily focused on the technology industry. He served as Managing Director of Far Cap Pte Ltd from December 2021 to March 2024. Most recently, Mr. Bonte joined Meyzer Capital Management Pte Ltd, a management consulting and alternative investments platform, in March 2024 and, since July 2024, has served as Executive Director with responsibilities for fund management. From August 2017 to December 2021, Mr. Bonte served as Managing Director of ARC Capital Ltd, an investment bank focusing on middle market transactions with offices in Asia and the United States. Based on Mr. Bonte’s extensive experience, our Board believes that Mr. Bonte has the appropriate set of skills to serve as the Company’s Chief Executive Officer.

~~Board~~Mohd Azham Azudin has over 25 years of investment experience specifically in private equity, venture capital deals, and corporate advisory, including corporate structuring, finance, and mergers and acquisitions. Since March 2023, he has served as Vice President of Group Investments and Corporate Advisory at AEI Capital Ltd. Mr. Azudin will retain such role, however, in such capacity, he will also serve as the Chief Operating Officer of the Company. Prior to his current role, from September 2022 to January 2023, Mr. Azudin served as the Lead Executioner for the Security Token Offering (“STO”) Division at ATA Global Inc. US. From March 2021 to June 2021, Mr. Azudin was involved in the F&B Fund Framework and Conceptualization Paper at Articulate Fusion Sdn. Bhd. Mr. Azudin served as Vice President in Private Equity Investments at Malaysian Development Bank’s Private Equity Management Company from 2007 to 2010 and as the Executive Vice President in Corporate Affairs at Quest MasteryAsia Group from 2017 to 2021. Mr. Azudin holds a chartered accountant designation from the Malaysia Institute of Accountants. Based on Mr. Azudin’s extensive experience, our Board ~~Committees~~believes that Mr. Azudin has the appropriate set of skills to serve as the Company’s Chief Operating Officer.

~~The~~Ken ~~Company’s~~Lim ~~Bylaws~~Zhao ~~provide~~Qi ~~that~~has ~~the~~served ~~Board,~~as byChief ~~resolution~~Executive ~~adopted~~Officer byand aExecutive ~~majority~~Director of the ~~whole~~European ~~Board~~Credit Investment Bank Ltd, ~~may~~a ~~designate~~licensed ~~one~~midshore orinvestment ~~more~~bank ~~other~~based ~~committees~~in Labuan, ~~with~~Malaysia, ~~each~~since ~~such~~2014. ~~committee~~During tohis ~~consist~~tenure, ofhe ~~two~~has orbeen ~~more~~responsible ~~directors.~~for Assubstantial growth of the ~~date~~bank. Since 2023, he has served as the Chairman of the ~~filing~~Labuan Investment Banking Association and has served on the board of ~~this~~Sentoria ~~Annual~~Group ~~Report~~Berhad, a tourism resort and integrated travel destination operator listed on the Bursa Malaysia Stock Exchange. Mr. Lim received his Bachelor’s degree from the University Technology of Sydney. Based on Mr. Lim’s extensive experience, our Board ~~consists~~believes that Mr. Lim has the appropriate set of ~~five~~skills ~~members~~to serve as a member of the Board.

~~The~~Ethan ~~Board~~Low ~~annually~~Yu ~~elects~~Jie ~~from~~is ~~its~~the ~~members~~Deputy ~~the~~President ~~Audit~~of Corporate Development and ~~Compensation~~Portfolio ~~Committees~~Management for the AEI Capital Group, a growth equity investment firm, where he has served in such role since January 2024. ~~The~~He ~~Board~~has ~~may~~worked ~~also~~for ~~from~~AEI ~~time~~Capital toGroup ~~time~~in ~~appoint~~various adroles ~~hoc~~of ~~committees~~increasing responsibility since 2016. ~~Currently~~Mr. Low’s responsibilities have included assisting the company’s chief executive officer in the company’s private equity investments and portfolio management activities, overseeing compliance matters and serving as a director for some of the ~~Board~~company’s ~~has~~subsidiaries. ~~not~~Mr. ~~appointed~~Low was a ~~Nominating~~practicing ~~and~~lawyer ~~Corporate~~prior ~~Governance~~to ~~Committee~~joining AEI Capital Group. ~~The~~Mr. ~~Board~~Low ~~believes~~received his Bachelor of Laws degree from the ~~nominating~~University ~~and~~of ~~corporate~~Malaya. ~~governance~~Based ~~responsibilities~~on ~~are~~Mr. ~~best~~Low’s ~~handled~~extensive atexperience, ~~this~~our ~~time~~Board bybelieves that Mr. Low has the ~~full~~appropriate ~~Board~~set ~~given~~of ~~its~~skills ~~size~~to serve as a member of the Board.

~~The~~Constance ~~Board~~Wong ~~encourages~~Poh ~~all~~Yin ~~directors~~is Senior Vice President of Group Operations and Business Development at AEI Capital Group, where she has served in that role since January 2024. Since 2016, she has held various roles of increasing importance at AEI Capital Group focusing on improving operational processes and supporting the company’s growth through business development strategies. Prior to ~~attend~~that, Ms. Wong began her career as a practicing lawyer. Ms. Wong holds a Bachelor of Laws degree from the ~~Company~~University of Malaya. Based on Ms. Wong’s ~~annual~~extensive ~~meeting~~experience, our Board believes that Ms. Wong has the appropriate set of ~~stockholders~~skills to serve as a member of the Board.

Each 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.34

~~Director~~Victor ~~Independence~~Chua Kok Hoe is the Managing Partner and Founder of Vynn Capital, a 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 partner of the United Nations World Tourism Organization that works with companies in the industries of travel mobility, property, food and fast-moving consumer goods or packaged goods. Prior to that, he was the Vice President of Investments 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 the venture capital arm of Malaysia’s Ministry of Finance where he managed direct and indirect investments. Some of the notable investments he supervised include Carsome (Malaysia), Travelio (Indonesia), Dropee, Triip.me (Vietnam), Hermo and Jirnexu. Earlier in his career, Mr. Chua worked for Willis Towers Watson, where he advised corporate, pension and sovereign wealth funds on investment strategies. He was an honoree of the Forbes Asia 30 under 30 in 2017. He is the Immediate Past Chairman of the Malaysia Venture Capital and Private Equity Association and a mentor with the Founder Institute and other grass-root entrepreneurial initiatives. Mr. Chua is also a Council Member of the Malaysian Venture Capital and Private Equity Development Council appointed by the Securities Commission of Malaysia. Mr. Chua was also a startup founder of an online education platform as well as two other businesses. He is a member of Mensa and a CFA charter holder. Based on Mr. Chua’s extensive experience, our Board believes that Mr. Chua has the appropriate set of skills to serve as a member of the Board.

AnCorporate “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.Governance

~~While 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~~Board ~~rely on such exemption.~~Committees

~~Audit~~The ~~Committee~~Company’s Bylaws provide that the Board, by resolution adopted by a majority of the whole Board, may designate one or more other committees, with each such committee to consist of two or more directors. As of the date of the filing of this Annual Report, the Board consists of five members.

The ~~current~~Board ~~members~~annually ofelects ~~our~~from ~~audit~~its ~~committee~~members ~~are:~~the ~~Lim~~Audit ~~Zhao Qi Ken (Chair)~~ and ~~Chua~~Compensation ~~Kok Hoe Victor~~Committees. ~~Each~~The ~~member~~Board ofmay ~~the~~also, ~~audit~~from ~~committee~~time ~~is expected~~ to betime, ~~financially~~appoint ~~literate,~~ad ~~and~~hoc Mrcommittees. ~~Lim~~ ~~qualifies~~Currently, asthe anBoard ~~“audit~~has ~~committee~~not ~~financial~~appointed ~~expert”~~a asNominating ~~defined~~and inCorporate ~~applicable~~Governance ~~SEC~~Committee. ~~rules~~The ~~and~~Board ~~has~~believes ~~accounting~~the ornominating ~~related~~and ~~financial~~corporate ~~management~~governance ~~expertise.~~responsibilities Weare ~~have~~best ~~adopted~~handled anat ~~audit~~this ~~committee~~time ~~charter~~by ~~that details~~ the ~~purposes~~full ~~and~~Board ~~responsibilities~~given ofits ~~the committee, including:~~size.

-During ~~appointing,~~its ~~approving~~fiscal ~~the~~year ~~compensation~~ended ofDecember 31, 2025, the Board and ~~assessing~~its ~~the~~committees ~~independence~~did ofnot ~~our~~hold ~~independent~~any ~~registered~~formal ~~public~~meetings. ~~accounting~~The ~~firm;~~Board encourages all directors to attend the Company’s annual meeting of stockholders.

-Each ~~approving~~of ~~auditing~~the ~~and~~standing ~~permissible~~Committees ~~non-audit~~of ~~services,~~the ~~and~~Board ~~the~~operates ~~terms~~pursuant to a written Committee Charter. Copies of ~~such~~these ~~services,~~Charters tocan be ~~provided~~obtained byfree ~~our~~of ~~independent~~charge ~~registered~~from ~~public~~the ~~accounting~~Corporate ~~firm;~~Governance portion of the Investors section of the Company’s website, www.opgen.com.

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

-An ~~reviewing~~“independent ~~and~~director” ~~discussing~~is ~~with~~defined ~~management~~generally ~~and~~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 ~~registered~~judgment ~~public~~in ~~accounting~~carrying ~~firm~~out ~~our~~the ~~annual~~responsibilities ~~and~~of ~~quarterly~~a ~~financial~~director. ~~statements~~The Board has determined that, upon their appointments, Messrs. Chua and ~~related~~Lim ~~disclosures~~will asbe ~~well~~“independent” directors as ~~critical~~defined ~~accounting~~in ~~policies~~the applicable Nasdaq listing standards and ~~practices~~applicable ~~used~~SEC byrules. ~~us;~~Our independent directors will conduct regularly scheduled meetings at which only independent directors are present. Although the Company is not currently listed on Nasdaq, the Company intends to continue to apply Nasdaq corporate governance standards, including those relating to director independence.

-While ~~reviewing~~Nasdaq listing standards generally require that a majority of the ~~adequacy~~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 ~~our~~stockholders ~~internal~~on ~~control~~May 9, ~~over~~2024, ~~financial~~the ~~reporting;~~Company became a controlled company and may rely on such exemption.

~~- establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;~~35

33Audit Committee

-The ~~reviewing~~current members of our audit committee are: Messrs. Lim Zhao Qi Ken (Chair) and Chua Kok Hoe Victor. Each member of the ~~Company’s~~audit ~~periodic~~committee ~~reports~~is expected to be ~~filed~~financially ~~with~~literate, ~~the~~and Mr. Lim qualifies as an “audit committee financial expert” as defined in applicable SEC; rules and has accounting or related financial management expertise. We have adopted an audit committee charter that details the purposes and responsibilities of the committee, including:

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

- ~~monitoring~~approving ~~the~~auditing ~~integrity~~and ofpermissible ~~our~~non-audit ~~financial~~services, ~~statements~~ and ~~our~~the ~~compliance~~terms ~~with~~of ~~legal~~such ~~and~~services, ~~regulatory~~to ~~requirements~~be asprovided ~~they~~by ~~relate to~~ our ~~financial~~independent ~~statements~~registered ~~and~~public accounting ~~matters~~firm;

- ~~preparing~~reviewing the ~~Audit~~audit ~~Committee~~plan ~~report~~with ~~required~~the byindependent ~~SEC~~registered ~~rules~~public toaccounting befirm ~~included~~and inmembers ~~our~~of ~~annual~~management ~~proxy~~responsible ~~statement~~for preparing our financial statements;

- ~~overseeing~~reviewing ~~our~~and ~~compliance~~discussing with ~~applicable~~management ~~legal~~and the independent registered public accounting firm our annual and ~~regulatory~~quarterly ~~requirements~~financial statements and related disclosures as well as critical accounting policies and practices used by us;

- reviewing ~~all~~the ~~related~~adequacy ~~person transactions for potential conflict~~ of ~~interest~~our ~~situations~~internal ~~and~~control ~~approving~~over ~~all~~financial ~~such transactions~~reporting; ~~and~~

- ~~reviewing~~establishing ~~quarterly~~policies ~~earnings~~and ~~releases,~~procedures iffor ~~applicable.~~the receipt and retention of accounting-related complaints and concerns;

~~Compensation~~- ~~Committee~~reviewing the Company’s periodic reports to be filed with the SEC;

~~The~~- ~~current~~recommending, ~~members~~based ofupon ~~our~~the ~~compensation~~Audit ~~committee~~Committee’s ~~are:~~review ~~Chua~~and ~~Kok~~discussions ~~Hoe~~with ~~Victor~~management ~~(Chair)~~ and ~~Lim~~the ~~Zhao~~independent Qiregistered ~~Ken.~~public Weaccounting ~~have~~firm, ~~adopted~~whether aour ~~compensation~~audited ~~committee~~financial ~~charter~~statements ~~that~~shall ~~details~~be ~~the~~included ~~purposes~~in ~~and~~our ~~responsibilities~~Annual ofReport ~~the~~on ~~committee,~~Form ~~including:~~10-K;

- ~~annually~~monitoring ~~reviewing~~the ~~and~~integrity ~~recommending~~of to our ~~Board~~financial ~~corporate~~statements ~~goals~~ and ~~objectives,~~our ~~and~~compliance ~~determining~~with ~~the~~legal ~~achievement~~and ~~thereof,~~regulatory ~~relevant~~requirements toas ~~the~~they ~~compensation~~relate ofto our ~~Chief~~financial ~~Executive~~statements ~~Officer~~ and ~~other~~accounting ~~executive officers~~matters;

- ~~evaluating~~preparing the ~~performance~~Audit ofCommittee ~~our~~report ~~Chief~~required ~~Executive~~by ~~Officer~~SEC inrules ~~light of such corporate goals and objectives and recommending~~ to ~~our~~be ~~Board~~included ~~the~~in ~~compensation of~~ our ~~Chief~~annual ~~Executive~~proxy ~~Officer~~statement;

- ~~determining,~~overseeing ~~or reviewing and recommending to~~ our ~~Board~~compliance ~~for~~with ~~approval,~~applicable ~~the~~legal ~~compensation~~and ofregulatory ~~our other executive officers~~requirements;

- reviewing ~~and~~all ~~establishing~~related ~~our~~person ~~overall~~transactions ~~management~~for ~~compensation~~potential ~~philosophy~~conflict of interest situations and ~~policy~~approving all such transactions; and

- ~~overseeing~~reviewing ~~and~~quarterly ~~administering~~earnings ~~our~~releases, ~~compensation~~if ~~and similar plans;~~applicable.

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

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

- ~~reviewing~~annually ~~and approving, or~~ reviewing and recommending to our Board ~~for~~corporate ~~approval,~~goals ~~our~~and ~~policies~~objectives, and ~~procedures~~determining ~~for~~the achievement thereof, relevant to the ~~grant~~compensation of ~~equity-based~~our ~~awards~~Chief Executive Officer and other executive officers;

~~- determining or reviewing and making recommendations to our Board with respect to director compensation;~~36

- ~~preparing~~evaluating the ~~compensation~~performance ~~committee~~of ~~report~~our ~~required~~Chief byExecutive ~~SEC~~Officer ~~rules~~in light of such corporate goals and objectives and recommending to beour ~~included~~Board inthe compensation of our ~~annual~~Chief ~~proxy~~Executive ~~statement~~Officer;

- ~~reviewing~~determining, ~~and~~or ~~discussing~~reviewing ~~with management the compensation discussion~~ and ~~analysis~~recommending to ~~be included in~~ our ~~annual~~Board ~~proxy~~for ~~statement~~approval, orthe ~~Annual~~compensation ~~Report~~of onour ~~Form~~other ~~10-K;~~executive ~~and~~officers;

- reviewing and ~~discussing~~establishing ~~with~~ our ~~Board~~overall ~~corporate~~management ~~succession~~compensation ~~plans~~philosophy ~~for the Chief Executive Officer~~ and ~~other key officers.~~policy;

34- overseeing and administering our compensation and similar plans;

~~Nomination~~- ofevaluating ~~Directors~~and assessing potential current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq Stock Market rules;

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,~~retaining ~~if any, will vary based on an assessment of the then-current needs of the Board~~ and ~~the~~approving ~~Company. The Board will determine~~ the ~~desired~~compensation ~~profile~~ of aany ~~new~~compensation 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.advisors;

~~Procedures~~- reviewing and approving, or reviewing and recommending to our Board for ~~Nominating~~approval, aour ~~Director~~policies ~~Candidate~~and procedures for the grant of equity-based awards;

~~The~~- ~~Board~~determining ~~considers~~or ~~nominations~~reviewing byand ~~stockholders~~making ~~who~~recommendations ~~recommend candidates for election~~ to ~~the~~our Board. ~~The~~with ~~Board~~respect ~~evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. A stockholder seeking~~ to ~~recommend~~director ~~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.~~compensation;

~~With~~- ~~respect~~preparing to the ~~2024~~compensation ~~and~~committee ~~2025~~report ~~Annual~~required ~~Meeting~~by ofSEC ~~Stockholders,~~rules ~~recommendations~~to ~~for director candidates must~~ be ~~received~~included 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,~~annual ~~and~~proxy 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.statement;

~~Each~~- ~~notice~~reviewing ofand ~~recommendation~~discussing ~~must~~with ~~contain~~management the ~~information~~compensation ~~required~~discussion ~~under~~and ~~our~~analysis ~~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~~included in ~~solicitations~~our ofannual ~~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 asor aAnnual ~~nominee~~Report ~~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~~Form 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 made10-K; 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.

- reviewing and discussing with our Board ~~Leadership~~corporate ~~Structure~~succession ~~and~~plans ~~Role~~for inthe ~~Risk~~Chief ~~Oversight~~Executive Officer and other key officers.

~~The~~Nomination ~~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.Directors

The full Board isacts ~~responsible~~to ~~for~~evaluate, ~~providing~~on ~~comprehensive~~an ~~oversight~~annual basis, the composition of the ~~Company’s~~Board ~~risk~~and ~~management~~the ~~practices~~skills, ~~while~~qualifications, ~~management~~business isattributes ~~responsible~~and ~~for~~experience of the ~~day-to-day~~existing ~~risk~~Board ~~management processes~~members. The ~~Board~~specific ~~receives~~process ~~periodic~~for ~~reports~~identifying ~~from~~and ~~management~~evaluating ~~regarding~~new ~~the~~directors, ~~most~~including ~~significant~~stockholder-recommended ~~risks~~nominees, ~~facing~~if any, will vary based on an assessment of the ~~Company,~~then-current ~~including~~needs ~~operational,~~of ~~financial,~~the ~~strategic,~~Board and ~~compliance~~the ~~risks~~Company. WeThe ~~believe~~Board ~~that~~will ~~this~~determine ~~division~~the desired profile of ~~responsibilities~~a isnew director, the ~~most~~competencies ~~effective~~we ~~approach~~are ~~for~~seeking, ~~addressing~~including ~~the~~experience ~~risks~~in ~~facing~~one ~~the~~or ~~Company~~more areas of need, ~~and~~as ~~the~~determined ~~Company’s~~by the Board. ~~leadership~~Candidates ~~structure~~will isbe ~~appropriately~~evaluated ~~designed~~in tolight ~~support~~of ~~this~~the ~~approach~~target criteria established by the Board.

35Procedures for Nominating a Director Candidate

The Board ~~Role~~considers nominations by stockholders who recommend candidates for election to the Board. The Board evaluates nominees recommended by stockholders in ~~Risk~~the ~~Management~~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 CapForce Inc., 23219 Stringtown Road, Suite 300, Clarksburg, Maryland 20871.

~~Our~~Recommendations for director candidates submitted for consideration by the Board ~~oversees~~in preparation for the ~~management~~2026 Annual Meeting of ~~risks~~Stockholders ~~inherent~~must inbe received after the ~~operation~~close of ~~our~~ business ~~and~~on the ~~implementation~~120th ofday ~~our~~prior ~~business~~to ~~strategies.~~the ~~Our~~first ~~Board~~anniversary ~~performs~~of ~~this~~the ~~oversight~~date ~~role~~on bywhich ~~using~~notice ~~several~~of ~~different~~the ~~levels~~2025 Annual Meeting of ~~review.~~Stockholders Inis ~~connection~~first ~~with~~made ~~its~~available ~~reviews~~to our stockholders, and no later than the close of business on the ~~operations~~90th ~~and~~day ~~corporate~~prior ~~functions~~to the first anniversary of ~~our~~the ~~Company,~~date ~~our~~on ~~Board~~which ~~addresses~~such ~~the~~notice ~~principal~~is ~~risks~~first ~~associated~~made ~~with~~available ~~those~~to ~~operations~~our ~~and~~stockholders ~~corporate~~in ~~functions~~connection with such meeting. ~~This~~However, ~~includes~~if ~~risks~~we ~~relating~~change tothe ~~financial~~date ~~services~~of ~~and~~the ~~regulatory~~2026 ~~matters~~Annual ~~and~~Meeting ~~compliance~~by ~~needs~~30 days from the anniversary of the ~~organization.~~2025 InAnnual ~~addition~~Meeting of Stockholders, ~~our~~recommendations ~~Board~~for ~~reviews~~director ~~the~~candidates ~~risks~~must ~~associated~~be ~~with~~received ~~our~~not ~~Company’s~~later than the close of business ~~strategies~~on ~~periodically~~the ~~throughout~~tenth day following the ~~year~~earlier asof ~~part~~the day on which notice of ~~its~~the ~~consideration~~date of ~~undertaking~~the ~~any~~meeting ~~such~~was ~~business~~mailed ~~strategies~~and public disclosure was made.

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.37

~~The~~Each ~~Compensation~~notice ~~Committee~~of ~~assesses~~recommendation must contain the ~~risks~~information ~~inherent~~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 ~~annual~~Exchange ~~and~~Act ~~long-term~~(including ~~incentive~~such ~~plans~~person’s written consent to being named in the proxy statement as a nominee and ~~their~~to ~~potential~~serving ~~impact~~as ona director if elected); (b) as to the ~~Company.~~stockholder ~~After~~giving ~~review~~the notice, (i) the ~~Compensation~~name ~~Committee~~and ~~does~~address, ~~not~~as ~~believe~~they ~~that~~appear on the Company’s ~~executive~~books, ~~compensation~~of ~~practices~~such orstockholder ~~programs~~and (ii) the class and number of shares of the Company which are ~~likely~~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 ~~have~~the abeneficial ~~material~~owner, ~~adverse~~if ~~effect~~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.

~~Delinquent~~Board ~~Section 16(a)~~Leadership ~~Reports~~Structure and Role in Risk Oversight

~~Section 16(a)~~The ofBoard ~~the~~assesses ~~Securities~~this ~~Exchange~~leadership ~~Act~~structure ~~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~~ensure ~~with~~ the ~~SEC~~interests ~~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~~its ~~than 10%~~ stockholders are ~~required~~best byserved. ~~SEC~~The ~~regulations~~Board todoes ~~furnish~~not ~~the~~currently ~~Company~~have ~~with copies of all Section 16(~~a) ~~forms~~lead ~~they~~independent ~~file~~director. ~~Based~~The ~~solely~~Board ondetermines awhat ~~review~~leadership ofstructure ~~the~~it ~~Company’s~~deems ~~records~~appropriate ~~and~~based ~~written~~on ~~representations~~factors ~~by the persons required to file~~ such ~~reports,~~as ~~all~~the ~~filing~~experience ~~requirements~~ of ~~Section 16(a) were satisfied with respect to~~ the ~~2024~~applicable ~~fiscal year~~individuals, ~~except~~ the ~~following:~~current ~~(i)~~business ~~Forms~~environment 4of ~~for~~the ~~Constance~~Company ~~Wong~~or ~~Poh~~other ~~Yin,~~relevant 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 Ltdfactors. ~~was filed on December 10~~Currently, ~~2024 for events occurring as early as August 5, 2024, (v) Form 4 for AEI Capital Ltd~~Mr. ~~was~~Tan ~~filed~~serves ~~on October 8, 2024 for events occurring~~ as ~~early~~the asCompany’s ~~August 5, 2024, and (vi) Form 3 for AEI Capital Ltd~~Chairman. ~~was filed on August 28, 2024 for an event occurring on July 30, 2024.~~

~~Code~~The Board is responsible for providing comprehensive oversight of ~~Ethics~~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.

WeBoard ~~have~~Role 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 aRisk ~~Current Report on Form 8-K.~~Management

~~Insider~~Our ~~Trading~~Board ~~Policies~~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.

WeEach ~~have~~of ~~adopted~~our anBoard ~~insider~~committees ~~trading~~also ~~policy~~oversees ~~governing~~the management of our risks that fall within the ~~purchase~~committee’s areas of responsibility. In performing this function, ~~sale~~each committee has full access to management, ~~and~~as ~~other~~well ~~dispositions~~as ofthe ~~our~~ability ~~securities~~to byengage ~~directors,~~advisors. ~~officers~~In connection with its risk management role, ~~and~~our ~~employees~~Audit Committee meets privately with representatives from our independent registered public accounting firm. AThe ~~copy~~Audit Committee oversees the operation of our risk management program, including the ~~insider~~identification ~~trading~~of ~~policy~~the isprincipal ~~attached~~risks asassociated anwith ~~exhibit~~our business and periodic updates to ~~this~~such ~~Annual~~risks, ~~Report~~and reports to our Board regarding these activities.

36The 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.

~~Communications with the Board of Directors~~38

~~Stockholders~~Delinquent ~~who want to communicate with members of the Board, including the independent directors, individually or as~~ Section 16(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.Reports

~~Besides~~Section 16(a) of the ~~change~~Securities inExchange Act of 1934, as amended, requires the Company’s ~~business~~officers ~~address,~~and ~~there~~directors ~~have~~and ~~been~~persons nowho 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 ~~procedures~~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 ~~which~~the ~~interested~~persons ~~parties~~required ~~may~~to ~~communicate~~file such reports, all filing requirements of Section 16(a) were satisfied with respect to the ~~Board~~2025 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, Mohd Azham Azudin and Gillian Tan Rou Yee for a transaction on December 3, 2025 were not filed as of the filing of these consolidated financial statements, and (ii) a Form 4 for AEI Capital, Ltd. for a transaction occurring on December 11, 2025 was not filed as of the filing of these consolidated financial statements.

~~Item~~Code ~~11.~~of ~~Executive Compensation~~Ethics

We ~~are~~have ~~currently~~adopted a ~~“smaller~~written ~~reporting~~code ~~company”~~of asbusiness ~~defined~~conduct byand ~~Item~~ethics 10that 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 ~~Regulation~~code ~~S-K~~is ~~promulgated~~posted ~~under~~on the ~~Securities~~Corporate ~~Exchange~~Governance ~~Act~~section of ~~1934~~our website, aswhich ~~amended~~is ~~(the~~located ~~“Exchange~~at ~~Act”),~~www.opgen.com. ~~and~~If ~~have~~we ~~elected~~make toany ~~provide~~substantive ~~certain~~amendments ~~scaled~~to, ~~disclosures~~or ~~permitted~~grant ~~under~~any waivers from, the ~~Exchange~~code ~~Act~~of business conduct and ethics for ~~smaller~~any ~~reporting~~officer, ~~companies~~we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

~~Awards~~Insider ~~are~~Trading 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.Policies

~~The~~We ~~Company~~have ~~has~~adopted noan ~~plan~~insider ~~that~~trading ~~provides~~policy ~~for~~governing the ~~payment~~purchase, ~~of a named executive officer following or in connection with the resignation~~sale, ~~retirement~~and or other ~~termination~~dispositions of aour ~~named~~securities ~~executive~~by ~~officer~~directors, orofficers, aand ~~change~~employees. inA ~~control~~copy of the ~~smaller~~insider ~~reporting~~trading ~~company~~policy oris aattached ~~change~~as inan ~~the~~exhibit ~~named~~to ~~executive~~this ~~officer’s~~Annual ~~responsibilities following a change in control~~Report.

~~Summary~~Communications ~~Compensation~~with ~~Table~~the ~~for~~Board ~~2024~~of ~~and 2023~~Directors

~~Our~~Stockholders ~~named~~who ~~executive~~want ~~officers~~to ascommunicate ofwith ~~the~~members ~~end~~ of ~~2024~~the ~~are John Tan Honjian and Mohd Azham Azudin~~Board, ~~and~~including ~~our~~the ~~named~~independent ~~executive officers who served at various points during 2024 are David Lazar~~directors, ~~our~~individually ~~former~~or ~~Chief~~as ~~Executive~~a ~~Officer~~group, ~~Oliver~~should ~~Schacht,~~address ~~Ph.D.,~~their ~~our~~communications ~~former~~to ~~Chief~~the ~~Executive Officer~~Board, ~~Albert~~the ~~Weber,~~Board ~~our~~members ~~former~~or ~~Chief~~the ~~Financial~~Board ~~Officer~~committee, ~~and~~as ~~Johannes Bacher, our former Chief Operating Officer. The table below provides disclosure for~~ the ~~years~~case ~~ended~~may ~~December 31~~be, ~~2024~~ and ~~2023~~send ~~for~~them ~~our~~to ~~named~~c/o ~~executive~~Chair ~~officers.~~of ~~In connection with~~ the ~~transactions~~Audit ~~contemplated by the March 2024 Private Placement~~Committee, inCapForce ~~March 2024~~Inc., ~~each~~23219 ofStringtown ~~Messrs. Schacht~~Road, ~~Weber~~Suite ~~and~~300, ~~Bacher resigned as officers of the Company~~Clarksburg, ~~and~~Maryland Mr20871. ~~Lazar~~ ~~was~~The ~~appointed~~Chair ~~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~~Audit ~~shares~~Committee ofwill ~~Series~~forward Eall ~~Preferred~~such ~~Stock~~communications ~~under~~directly ~~the March 2024 Purchase Agreement~~ to ~~AEI~~such ~~Capital~~Board ~~Ltd, Mr~~members. ~~Lazar~~ ~~resigned~~Any assuch ~~CEO,~~communications ~~Chairman~~may ~~and~~be ~~Director~~made ofon ~~the~~an ~~Company,~~anonymous ~~effective August 2, 2024,~~ and ~~John~~confidential ~~Tan Honjian was appointed to CEO, Chairman and Director of the Company~~basis. ~~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

Item 11. Executive Compensation

37We 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.

~~(1) The “Stock~~ Awards” ~~column~~are ~~reflects~~generally ~~the~~granted ~~grant~~at ~~date~~regularly ~~fair~~scheduled ~~value~~Compensation ~~for~~Committee ~~all~~and ~~restricted~~Board ~~stock~~meetings ~~units~~around ~~awarded~~November. ~~under~~As ~~the~~a ~~Amended~~general ~~and~~matter, ~~Restated 2015 Incentive Plan (~~the ~~“Plan”)~~Compensation ~~during~~Committee ~~2024~~does ~~and~~not ~~2023,~~take ~~respectively.~~material ~~The~~nonpublic ~~“Option~~information ~~Awards”~~into ~~column~~account ~~reflects~~when determining the ~~grant~~timing ~~date~~and ~~fair~~terms ~~value~~of ~~for~~such ~~all stock option~~ awards. ~~granted~~This ~~under~~grant ~~the~~timing ~~2015~~is ~~and~~used ~~2022~~to ~~Incentive~~provide ~~Plans~~for ~~during~~a ~~2024~~routine and ~~2023,~~regular ~~respectively.~~grant ~~These~~practice ~~amounts~~regarding ~~are~~all ~~determined~~employees, inand ~~accordance~~to ~~with~~make ~~FASB~~sure ~~Accounting~~that ~~Standards~~the ~~Codification~~existence ~~718~~ (~~ASC~~or ~~718~~lack thereof), ~~without regard to any estimate~~ of ~~forfeiture~~material ~~for~~non-public ~~service~~information ~~vesting.~~is ~~Assumptions~~not ~~used~~a factor in ~~the~~decisions ~~calculation~~about of the ~~amounts~~timing inor ~~these~~size ~~columns~~of ~~for~~equity ~~2024~~grants. ~~and~~Similarly, ~~2023~~the ~~are~~Company ~~included~~has innot atimed ~~footnote to~~ the ~~Company’s~~disclosure ~~consolidated~~of ~~audited~~material ~~financial~~nonpublic ~~statements~~information for the ~~years~~purpose ~~ended~~of ~~December~~affecting ~~31,~~the ~~2024~~value ~~and~~of ~~2023~~executive compensation.

(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.

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.

~~Agreements with Our Named Executive Officers~~39

~~Prior~~Summary toCompensation ~~the~~Table ~~initial~~for ~~closing~~2025 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.

InOur named executive officers for 2025 are Christian-Laurent Benoit Bonte, Mohd Azham Azudin, Syed Johan bin Syed Mohd and John Tan Honjian. The table below provides disclosure for the years ended December 31, 2025 and 2024 for our named executive officers. John Tan Honjian was appointed to CEO, Chairman and Director of the Company in August 2024 in connection with the ~~transactions~~July 2024 ~~contemplated~~transaction bywhereby AEI Capital Ltd. purchased shares of Series E Preferred Stock and the rights to purchase additional shares of Series E Preferred Stock pursuant to the March 2024 ~~Private~~Purchase ~~Placement,~~Agreement from Mr. ~~Schacht~~David ~~resigned~~E. atLazar, ~~the~~a ~~Initial~~private ~~Closing,~~investor and the Company’s ~~and~~former Mrchief executive officer. ~~Schacht~~ ~~entered~~On ~~into~~December 1, a2025, ~~new~~John ~~employment~~Tan ~~agreement~~Honjian ~~that~~resigned ~~superseded~~from his ~~existing~~position ~~employment~~of ~~agreement~~Chief Executive Officer of the Company, and ~~pursuant~~Christian-Laurent toBenoit ~~which~~Bonte Mrwas appointed Chief Executive Officer. ~~Schacht~~ ~~would~~John ~~continue~~Tan Honjian continues in his position as anChairman ~~employee~~of ~~for~~the aBoard ~~transition~~of ~~period~~Directors of the Company.

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.

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	2025	$	-		$	-	$	-		$	-	$	-	$	25,000	⁽⁴⁾	$	25,000
Chief Executive Officer	2024	$	-		$	-	$	-		$	-	$	-	$	-		$	-

Christian-Laurent Benoit Bonte	2025	$	52,167	⁽⁶⁾	$	-	$	-		$	-	$	-	$	-		$	52,167
Chief Executive Officer	2024	$	-		$	-	$	49,999	⁽⁵⁾	$	-	$	-	$	-		$	49,999

Mohd Azham Azudin	2025	$	-		$	-	$	-		$	-	$	-	$	12,500	⁽⁴⁾	$	12,500
Chief Operating Officer	2024	$	-		$	-	$	50,000		$	-	$	-	$	-		$	50,000

Syed Johan Bin Syed Mohd	2025	$	-		$	-	$	40,001		$	-	$	-	$	-		$	40,001
Chief Technology Officer	2024	$	-		$	-	$	-		$	-	$	-	$	-		$	-

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.

(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 2025 and 2024, 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 2025 and 2024, 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 2025 and 2024 are included in a footnote to the Company’s consolidated audited financial statements for the years ended December 31, 2025 and 2024.
(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 years ended December 31, 2025 and 2024.
(3)	The named executive officers were eligible to receive performance-based cash bonuses for the fiscal years ended December 31, 2025 and 2024. The Compensation Committee determined not to grant any such bonuses to the named executed officers for the fiscal year ended December 31, 2025 and 2024.
(4)	Mr. Honjian’s and Mr. Azudin’s “All Other Compensation” for 2025 represent amounts paid for consulting services by each consultant.
(5)	Mr. Bonte’s “Stock Awards” for 2024 represents amounts paid in his capacity as a Board member.
(6)	Mr. Bonte’s “Salary” for 2025 consists of $39,167 earned in his capacity as Head of the Digital Investment Banking Arm of CapForce from July to November 2025 and $13,000 earned in his capacity as Chief Executive Officer of CapForce following his appointment in December 2025.

3840

~~Following~~Agreements ~~January 2024, as a result of Curetis GmbH’s, the Company’s subsidiary, insolvency proceedings, the Company entered into consulting agreements~~ with ~~each~~Our ofNamed ~~Mr. Bacher~~Executive 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.Officers

~~In April 2024, in connection with~~ Mr. ~~Lazar’s~~Bonte ~~appointment~~is asparty ~~our~~to ~~Chief Executive Officer, the Company entered into~~ an employment agreement with Mrthe Company. ~~Lazar.~~ Pursuant to ~~the~~his employment agreement, ~~the Company engaged~~ Mr. ~~Lazar~~Bonte’s toinitial ~~act as its Chief Executive Officer (“CEO”) and, effective April 1, 2024, is paid a~~ base salary ofis $~~406~~156,000. ~~per~~He ~~annum, which shall be deferred and accrued until the Company’s compensation committee determines that the Company~~ is ~~sufficiently~~entitled ~~liquid~~ to ~~pay~~a ~~the~~guaranteed ~~accrued~~minimum ~~salary. Under the employment agreement, Mr. Lazar will also be eligible for~~ annual ~~bonuses~~bonus ofequal up to ~~100%~~one month of ~~his then current~~ base salary (payable inupon ~~cash~~the orcompletion ~~restricted stock) and an annual grant~~ of ~~incentive equity awards in an amount equal to 100% of~~ his ~~then~~first ~~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~~service ofand ~~the Company payable in~~ a ~~lump-sum~~performance ~~amount~~bonus ~~equal~~ranging ~~to three percent (3%) of the increased valuation of the Company resulting~~ from ~~the change of control. Such bonus is payable in cash~~$26,000 ~~restricted stock or a combination thereof. In connection with the Mr. Lazar’s July 2024 transaction pursuant~~ to ~~which~~$312,000, hesubject ~~sold his shares of Series E Preferred Stock together with his rights~~ to ~~purchase~~performance. ~~the~~He ~~additional~~is ~~shares~~also ofeligible ~~Series~~for Ean ~~Preferred~~annual ~~Stock~~stock ~~under~~grant ~~the~~worth ~~March 2024~~$200,000, ~~Purchase~~subject ~~Agreement~~ to ~~AEI Capital Ltd~~performance., ~~Mr. Lazar~~Bonte’s ~~resigned~~employment asmay ~~CEO,~~be ~~Chairman~~terminated ~~and~~by ~~Director of~~ the Company, ~~effective~~at ~~August 2,~~any ~~2024,~~time ~~but~~by heone ~~currently~~(1) ~~maintains~~month awritten ~~role~~notice asby ~~President~~the Company.

InMr. Azudin ~~conjunction~~is party to a consulting agreement with the Company relating to his service as Chief Operating Officer. The consulting agreement provides that Mr. ~~Lazar’s~~Azudin ~~resignation~~will asreceive ~~CEO~~a base salary of $50,000 ~~Chairman~~per ~~and~~year. ~~Director~~Under ofthe consulting agreement, the Company, ~~effective~~may ~~August 2~~elect to pay such base salary, ~~2024~~or a portion thereof, onby ~~August~~granting Mr. 2,Azudin ~~2024,~~equity securities of the ~~Board~~Company. ~~appointed~~Separately, ~~John~~Mr. ~~Tan~~Azudin ~~Honjian~~receives as$2,500 ~~Chief~~per ~~Executive~~month ~~Officer,~~for ~~Chairman~~his ~~and~~consulting ~~Director~~services ofto the Company.

~~Outstanding~~Mr. Mohd ~~Equity~~is ~~Awards~~party atto ~~Fiscal~~a ~~Year-End~~consulting ~~Table~~agreement with the Company relating to his service as Chief Technology Officer. The consulting agreement provides that Mr. Mohd will receive, on an annual basis, a grant of restricted stock units representing a number of shares of common stock having a value equivalent to $40,000 as of the date of grant. Separately, Mr. Mohd receives $1,500 per month for his consulting services to the Company.

~~The~~Outstanding ~~following~~Equity ~~table~~Awards ~~shows~~at ~~the~~Fiscal ~~outstanding~~Year-End ~~equity awards held by the named executive officers as of December 31, 2024.~~Table

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		-		-

The following table shows the outstanding equity awards held by the named executive officers as of December 31, 2025.

OPTION AWARDS												STOCK AWARDS
(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 $0.595 per share.
(2)	Mr. Mohd Azham Azudin was granted restricted stock units on December 4, 2024 (31,250) which vest over one year, but the awards will not be issued or vest until the Company’s stockholders approve the Company’s new equity incentive plan, which the Company plans to propose at the upcoming Annual Meeting of stockholders.
Name		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price($)		Option ExpirationDate		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	$	496,875		-		-
Christian-Laurent Benoit Bonte(3)			-		-		-		-		-		28,571	$	454,279		-		-
Syed Johan Bin Syed Mohd(4)			-		-		-		-		-		9,709	$	154,373		-		-
John Tan Honjian			-		-		-		-		-		-		-		-		-

(1)	Calculated based on the closing price of the common stock on the OTC Market on December 31, 2025 (the last trading day of 2025) of $15.90 per share.
(2)	Mr. Azudin Mohd Azham was granted restricted stock units on December 4, 2024 (31,250) which vest over one year, but the awards will not be issued until the Company’s stockholders approve the Company’s new equity incentive plan, which occurred at the Company’s Annual Meeting of stockholders on February 23, 2026.
(3)	Mr. Christian-Laurent Benoit Bonte was granted restricted stock units on November 6, 2024 (28,571) which vest over one year, but the awards will not be issued until the Company’s stockholders approve the Company’s new equity incentive plan, which occurred at the Company’s Annual Meeting of stockholders on February 23, 2026.
(4)	Mr. Syed Johan Bin Syed Mohd was granted restricted stock units on April 1, 2025 (9,709) which vest over one year, but the awards will not be issued until the Company’s stockholders approve the Company’s new equity incentive plan, which occurred at the Company’s Annual Meeting of stockholders on February 23, 2026.

~~Director Compensation~~41

~~Prior~~Director 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~~Prior to the initial closing of the March 2024 Private Placement, ~~the~~our ~~Company~~Board ~~entered~~of ~~into~~Directors adopted a non-employee director ~~agreements~~compensation ~~with~~plan ~~each~~providing offor ~~Messrs.~~certain ~~Ben~~cash and equity compensation to be provided to the Company’s non-~~Tzvi,~~employee ~~Lazar,~~directors ~~McMurdo~~for their service on the Board and ~~Natan~~its committees. Pursuant to ~~the~~such ~~director agreements~~plan, each non-employee director ~~will~~received bean ~~entitled~~annual tocash ~~receive~~retainer ~~from~~of ~~the~~$25,000, ~~Company~~or, awith ~~cash~~respect ~~fee~~to the Chairman of the Board, $1275,~~500~~000, ~~per~~plus ~~quarter~~additional ~~(pro-rated~~annual cash compensation for ~~any~~the ~~partial~~Board ~~quarter)~~and ~~plus~~committee achairs ~~one-time~~($15,000 ~~fee~~for ofAudit Committee and $5012,000 ~~upon~~for ~~signing~~Compensation ~~their~~Committee) ~~director~~and ~~agreements.~~for ~~Such~~committee ~~cash~~members ~~fees~~($7,000 ~~will~~for ~~accrue~~Audit ~~until~~Committee ~~such~~and ~~time~~$6,000 asfor ~~the~~Compensation ~~Company~~Committee). ~~raises~~In ~~sufficient~~addition, ~~capital~~new tonon-employee ~~pay~~directors ~~the~~received ~~accrued~~an ~~but~~initial ~~unpaid~~equity ~~cash~~grant ~~fees~~and oreach ~~the~~non-employee director ~~elects~~received toan ~~convert~~annual equity grant. Under such ~~unpaid~~program, ~~fees~~each ~~into~~non-employee ~~shares~~director ofreceived ~~common~~an ~~stock~~initial grant of ~~the~~between ~~Company.~~1,500 ~~The~~and ~~cash~~3,000 ~~director~~restricted ~~fee~~stock ~~would~~units ~~convert~~and atan aannual ~~rate~~grant ofto ~~$4.00~~non-employee ~~per~~directors ~~share~~of ~~for~~1,500 ~~each~~restricted $1stock units.00 ofAll ~~accrued~~such ~~and~~awards ~~unpaid~~were ~~fee~~made ~~that~~under isthe ~~converted.~~Company’s In2015 ~~addition~~Equity toIncentive Plan. Consistent with the ~~quarterly~~Company’s cash ~~fee~~management efforts, ~~under~~ the ~~director~~Company ~~agreements,~~reduced ~~each~~its director ~~was~~compensation ~~granted~~plan 10by forty percent (40%). Oliver Schacht,~~000~~ ~~shares~~our Chief Executive Officer and member of ~~restricted~~the ~~common~~Board ~~stock~~in 2024, did not receive additional compensation for his service on the Board.

InFollowing ~~conjunction~~the initial closing of the March 2024 Private Placement, the Company entered into director agreements with Mreach of Messrs. Ben-Tzvi, Lazar’s, ~~resignation~~McMurdo asand ~~CEO~~Natan. Pursuant to the director agreements, ~~Chairman~~each ~~and~~director ~~Director~~was ofentitled to receive from the Company, ~~effective~~a ~~August 2,~~cash ~~2024,~~fee onof ~~August 2~~$12,500 ~~2024~~per quarter (pro-rated for any partial quarter) plus a one-time fee of $50,000 ~~the~~upon ~~Board~~signing ~~appointed~~their ~~John~~director ~~Tan~~agreements. ~~Honjian~~Such cash fees accrued until such time as ~~Chief~~the ~~Executive~~Company ~~Officer,~~raised ~~Chairman~~sufficient ~~and~~capital ~~Director~~to pay the accrued but unpaid cash fees or the director elected 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.

OnIn ~~August 9,~~conjunction ~~2024,~~with ~~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 CompanyLazar’s ~~Board~~resignation ofas ~~Directors (the “Board”) voted to appoint Christian-Laurent Bonte~~CEO, ~~Victor~~Chairman ~~Chua Kok Hoe, Ken Lim Zhao Qi, Ethan Low Yu Jie~~ and ~~Constance~~Director ~~Wong Poh Yin as directors~~ of the Company., ~~Pursuant~~effective toAugust 2, ~~the director agreements~~2024, ~~each~~on ~~director will be entitled to receive from the Company restricted stock units having a value of $50~~August 2,~~000,~~ ~~but the awards will not be issued or vest until the Company’s stockholders approve the Company’s new equity incentive plan~~2024, ~~which~~ the ~~Company~~Board ~~plans~~appointed ~~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~~as ~~not~~Chief ~~receive~~Executive ~~compensation for his service on the Board. See “Summary Compensation Table” for his 2024 compensation. On July 17~~Officer, ~~2025,~~Chairman ~~Mr. Christian-Laurent~~and ~~Benoit~~Director ~~Bonte stepped down as a director in connection with his appointment as the Head~~ of the ~~Digital Investment Banking Arm of CapForce~~Company.

~~Compensation~~On ~~for~~August 9, 2024, following the ~~non~~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-~~employee~~Laurent Bonte, Victor Chua Kok Hoe, Ken Lim Zhao Qi, Ethan Low Yu Jie and Constance Wong Poh Yin as directors ~~for~~of the ~~year~~Company. ~~ended~~Pursuant ~~December~~to the director agreements, each director was 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 occurred at the Company’s Annual Meeting of stockholders on February 3123, 2026. All such awards were 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 ~~was:~~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.

Name	Fees Earnedor 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

Compensation for the non-employee directors for the year ended December 31, 2025 was:

(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.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		All Other Compensation ($)		Total ($)
Ken Lim Zhao Qi	$	-	$	-	$	-	$	-
Ethan Low Yu Jie	$	17,500	$	-	$	-	$	17,500
Constance Wong Poh Yin	$	15,060	$	-	$	-	$	15,060
Victor Chua Kok Hoe	$	-	$	-	$	-	$	-

40(1) The “Stock Awards” column reflects the grant date fair value for all restricted stock awards granted under the 2015 Stock Options Plan during 2025. 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 ~~July~~April 2530, ~~2025~~2026 was 1012,~~071~~178,~~293~~278 shares. In addition, as of ~~July~~April 2530, ~~2025~~2026, there were 250 shares of Series D Preferred Stock outstanding. Each share of Series D Preferred Stock is convertible into 244.40 shares of Common Stock, 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 ~~July~~April 2530, ~~2025~~2026, 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 ~~July~~April 2530, ~~2025~~2026 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 ~~July~~April 2530, ~~2025~~2026, 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,~~CapForce Inc., 23219 Stringtown Road, Suite 300, Clarksburg, Maryland, 20871.

Name and Address of Beneficial Owner	Number ofShares ofcommon stock		~~Percentage BeneficiallyOwned~~PercentageBeneficiallyOwned
5% Stockholders
AEI Capital Ltd.(1)(2)		79,~~645~~753,~~603~~595		7580.9109	%
TG Investments Ltd.(1)		633,506		6.29	%
TG Investments Ltd.(1)(3)		632,506		5.19	%
Directors and Officers
John Tan Honjian		0-		0-	%
Mohd Azham Azudin		0		0	%
Christian-Laurent Benoit Bonte(4)		28,571		*	%
Ken Lim Zhao Qi		0		0	%
Mohd Azham Azudin(4)		31,250		*	%
Ethan Low Yu Jie		0		0	%
Ken Lim Zhao Qi(4)		28,571		*	%
Constance Wong Poh Yin		0		0	%
Ethan Low Yu Jie(4)		28,571		*	%
Victor Chua Kok Hoe		0		0	%
Constance Wong Poh Yin(4)		28,571		*	%
All directors and officers as a group (6 persons)		0		0	%
Victor Chua Kok Hoe(4)		28,571		*	%
All directors and officers as a group (7 persons)		174,105		1.43	%

*	Constitutes less than 1% of our outstanding common stock.
(1)	Consists entirely of shares of common stock.
(2)	~~Pursuant~~Beneficial toownership ainformation ~~Schedule~~presented ~~13-D~~herein ~~filed~~is bybased ~~AEI~~on ~~Capital~~information ~~Ltd.~~provided onby ~~October~~the 24Company’s transfer agent, ~~2024~~publicly available filings, ~~although~~and representations furnished by the applicable stockholder. 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.
(3)	Beneficial ownership information presented herein is based on information provided by the Company’s transfer agent, publicly available filings, and representations furnished by the applicable stockholder.
(4)	Consists entirely of restricted stock units that have vested as of April 30, 2026 or will vest within 60 days of such date.

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 consummated a transaction pursuant to which he sold his 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. All 3,000,000 shares of Series E Preferred Stock were subsequently converted into 7,200,000 shares of the Company’s common stock in August 2024.

Equity Compensation Plan Information

The following table shows, as of December 31, ~~2024~~2025, the Company’s equity compensation plans under which the Company’s equity securities are authorized for issuance:

Plan Category		Weighted average exercise price of outstanding options, warrants and rights (2)
Equity compensation plans approved by security holders	1,~~283~~301,~~085~~855	$	109.8201	-
Equity compensation plans not approved by security holders	-		-	-
Total	1,~~283~~301,~~085~~855	$	109.8201	-

(1)	~~(1)~~Includes 209,148 outstanding restricted stock units for which there is no exercise price.	Includes 190,237 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)	~~(2)~~Includes the weighted-average exercise price of stock options and warrants only.	~~Includes the weighted-average exercise price of stock options and warrants only.~~
(3)	~~(3)~~Does not include 1,000,000 shares of common stock that became available under the 2026 Stock Incentive Plan following approval by the Company’s stockholders at the Company’s 2025 Annual Meeting on February 23, 2026.	~~Does not include 402,831 shares of common stock that became available under the 2015 Plan on January 1, 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. 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 Equity Incentive Plan, or 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 ~~changes~~change 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.

42Authorized 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 Company’s previous 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 April 1, 2025, the 2015 Plan expired and no additional awards were available for issuance under such 2015 Plan.

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 ~~that~~which 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 for its administration. 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.46

44The 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 to enable 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 ~~requiring~~ 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.

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~~stock ~~Options~~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, anfor ~~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 per person 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 ~~were~~must ~~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 ~~that~~which 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.

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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., ~~Subject~~and, subject to stockholder approval where required by applicable law, ~~the~~can ~~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~~stock ~~Options~~options granted to the members of the Board ~~had~~have 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~~stock ~~Options~~options granted to the executive officers ~~had~~have 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.~~Albert Weber, ~~OpGen~~the Company granted him an inducement grant of stock options to purchase an aggregate of 1,050 shares of ~~OpGen~~the Company’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 Company. The options ~~have~~had 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~~the Company 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.~~

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2026 Stock Incentive Plan

The 2026 Stock Incentive Plan (the “2026 Plan”) was approved by stockholders at the 2025 Annual Meeting of Stockholders on February 23, 2026. The following sets forth the principal terms of the 2026 Plan.

Shares Available and Evergreen Provision. Under the 2026 Plan, 1,000,000 shares of our Common Stock were made available for issuance. In the event of any stock dividend, stock split, reverse stock split, share combination, recapitalization, merger, consolidation, spin-off, split-up, reorganization, rights offering, liquidation, or any similar change event of or by our company, appropriate adjustments will be made to the shares subject to the 2026 Plan and to any outstanding awards. Shares available for awards under the 2026 Plan may be either newly-issued shares or treasury shares.

The 2026 Plan includes an evergreen provision providing for an automatic annual increase in the shares of common stock available for issuance under the 2026 Plan over the next 10 years in an amount equal to 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. Pursuant to the evergreen provision, the number of shares available for issuance under the 2026 Plan shall automatically increase on January 1st of each year for a period of 9 years, commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, provided that our board of directors may decide, prior to the first day of any calendar year, that there shall be no increase in the shares available for issuance under the 2026 Plan for such calendar year or that the increase shall be a lesser number of shares than otherwise provided under the evergreen provision.

In certain circumstances, shares subject to an outstanding award may again become available for issuance pursuant to other awards available under the 2026 Plan. For example, shares subject to awards that are forfeited, terminated, canceled or expired will again become available for future grants under the 2026 Plan.

Administration. The 2026 Plan will be administered by the Compensation Committee of the Board. The Committee will consist of at least two members who are non-employee directors within the meaning of Rule 16b-3 under the Exchange Act. With respect to the participation of individuals who are subject to Section 16 of the Exchange Act, the 2026 Plan is administered in compliance with the requirements of Rule 16b-3 under the Exchange Act. Subject to the provisions of the 2026 Plan, the Committee or, with the Committee’s approval, Company management determines the persons to whom grants of options, including but not limited to Stock Appreciation Rights, shares of restricted stock and other stock-based awards are to be made, the number of shares of common stock to be covered by each grant and all other terms and conditions of the grant. If an option is granted, the Committee or, with the Committee’s approval, Company management determines whether the option is an incentive stock option or a non-qualified stock option, the option’s term, vesting and exercisability, the amount and type of consideration to be paid to our company upon the option’s exercise and the other terms and conditions of the grant. The terms and conditions of restricted stock and SAR Awards are also determined by the Committee. The Committee has the responsibility to interpret the 2026 Plan and to make determinations with respect to all awards granted under the 2026 Plan. All determinations of the Committee are final and binding on all persons having an interest in the 2026 Plan or in any award made under the 2026 Plan. The costs and expenses of administering the 2026 Plan are borne by the Company.

Eligibility. Eligible individuals include our and our subsidiaries’ employees (including our and our subsidiaries’ officers and directors who are also employees), independent directors, advisors or consultants whose efforts, in the judgment of the Committee, are deemed worthy of encouragement to promote our growth and success. Non-employee directors of our Board are also eligible to participate in the 2026 Plan. All eligible individuals may receive one or more awards under the 2026 Plan, upon the terms and conditions set forth in the 2026 Plan.

Stock Options and SARs. Under the 2026 Plan, the Committee is authorized to grant both stock options and SARs. Stock options may be either designated as non-qualified stock options or incentive stock options. Incentive stock options, which are intended to meet the requirements of Section 422 of the Internal Revenue Code such that a participant can receive potentially favorable tax treatment, may only be granted to employees. Therefore, any stock option granted to consultants and non-employee directors are non-qualified stock options. The tax treatment of incentive and non-qualified stock options is generally described later in this summary. SARs may be granted either alone or in tandem with stock options. A SAR entitles the participant to receive the excess, if any, of the fair market value of a share on the exercise date over the strike price of the SAR. This amount is payable in cash, except that the Committee may provide in an award agreement that benefits may be paid in shares of our common stock. In general, if a SAR is granted in tandem with an option, the exercise of the option will cancel the SAR, and the exercise of the SAR will cancel the option. Any shares that are canceled will be made available for future awards. The Committee, in its sole discretion, determines the terms and conditions of each stock option and SAR granted under the 2026 Plan, including the grant date, option or strike price (which, in no event, will be less than the par value of a share), whether a SAR is paid in cash or shares, the term of each option or SAR, exercise conditions and restrictions, conditions of forfeitures, and any other terms, conditions and restrictions consistent with the terms of the 2026 Plan, all of which will be evidenced in an individual Award agreement between us and the participant.

Certain limitations apply to incentive stock options and SARs granted in tandem with incentive stock options. The per share exercise price of an incentive stock option may not be less than 100% of the fair market value of a share of the Company’s common stock on the date of the option’s grant and the term of any such option shall expire not later than the tenth anniversary of the date of the option’s grant. In addition, the per share exercise price of any option granted to a person who, at the time of the grant, owns stock possessing more than 10% of the total combined voting power or value of all classes of the Company’s common stock must be at least 110% of the fair market value of a share of our common stock on the date of grant and such option shall expire not later than the fifth anniversary of the date of the option’s grant.

Options and SARs granted under the 2026 Plan become exercisable at such times as may be specified by the Committee. In general, options and SARs granted to participants become exercisable in three equal annual installments, subject to the optionee’s continued employment or service with the Company. However, the aggregate value (determined as of the grant date) of the shares subject to incentive stock options that may become exercisable by a participant in any year may not exceed $100,000. If a SAR is granted in tandem with an option, the SAR will become exercisable at the same time or times as the option becomes exercisable.

Except as otherwise set forth in the award agreement, options shall expire after a term of five years. However, the maximum term of options and SARs granted under the 2026 Plan is ten years. If any participant terminates employment due to death or disability or retirement, the portion of his or her option or SAR Awards that were exercisable at the time of such termination may be exercised for one year from the date of termination. In the case of any other termination, the portion of his or her option or SAR Awards that were exercisable at the time of such termination may be exercised for three months from the date of termination. However, if the remainder of the option or SAR term is shorter than the applicable post-termination exercise period, the participant’s rights to exercise the option or SAR will expire at the end of the term. In addition, if a participant’s service terminates due to cause, all rights under an option or SAR will immediately expire, including rights to the exercisable portion of the option or SAR. Shares attributable to an option or SAR that expire without being exercised will be forfeited by the participant and will again be available for award under the 2026 Plan.

Unless limited by the Committee in an Award agreement, payment for shares purchased pursuant to an option exercise may be made (i) in cash, check or wire transfer, (ii) subject to the Committee’s approval, in shares already owned by the participant (including restricted shares held by the participant at least six months prior to the exercise of the option) valued at their fair market value on the date of exercise, or (iii) through broker-assisted cashless exercise procedures.

Restricted Stock. Under the 2026 Plan, the Committee is also authorized to make awards of restricted stock. A restricted stock award entitles the participant to all the rights of a stockholder of our company, including the right to vote the shares and the right to receive any dividends. However, the Committee may require the payment of cash dividends to be deferred and if the Committee so determines, re-invested in additional shares of restricted stock. Before the end of a restricted period and/or lapse of other restrictions established by the Committee, shares received as restricted stock shall contain a legend restricting their transfer, and may be forfeited (i) in the event of termination of employment, (ii) if our company or the participant does not achieve specified performance goals after the grant date and before the participant’s termination of employment or (iii) upon the failure to achieve other conditions set forth in the award agreement.

An award of restricted stock will be evidenced by a written agreement between us and the participant. The award agreement will specify the number of shares of our common stock subject to the Award, the nature and/or length of the restrictions, the conditions that will result in the automatic and complete forfeiture of the shares and the time and manner in which the restrictions will lapse, subject to the award holder’s continued employment by us, and any other terms and conditions the Committee shall impose consistent with the provisions of the 2026 Plan. The Committee also determines the amount, if any, that the participant shall pay for the shares of restricted stock. However, the participant must be required to pay at least the par value for each share of restricted stock. Upon the lapse of the restrictions, any legends on the shares of our common stock subject to the Award will be re-issued to the participant without such legend.

Unless the Committee determines otherwise in the award or other agreement, if a participant terminates employment for any reason, all rights to restricted stock that are then forfeitable will be forfeited. Restricted stock that is forfeited by the participant will again be available for Award under the 2026 Plan.

Other Stock-Based Awards. Under the 2026 Plan, the Committee is also authorized to grant other stock-based awards valued in whole or in part by reference to or otherwise based on stock (“Other Stock-Based Awards”), which include performance shares, convertible preferred stock (to the extent a series of preferred stock is authorized), convertible debentures, warrants, exchangeable securities and awards of stock or options based on fair market value, book value, or performance by the Company or any subsidiary, affiliate or division. Other Stock-Based Awards may be granted in tandem with other awards under the 2026 Plan.

Other Stock-Based Awards may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date to which the stock is issued or, if later, the date on which any applicable restriction, performance or deferral period lapses. The recipient of an Other Stock-Based Award, subject to the terms of the grant agreement, is entitled to interest or dividends with respect to the number of shares covered by their Other Stock-Based Award.

Change in Control Provisions. In the event of a change in control of the Company, and except as otherwise set forth in the applicable grant agreement, all unvested portions of awards shall vest immediately. Awards, whether or not then vested, shall be continued, assumed, or have new rights as determined by the Committee in its sole discretion, and restrictions to which any shares of Restricted Stock or any other Award granted prior to the change in control are subject shall not lapse. Awards shall, where appropriate at the Committee’s discretion, receive the same distribution of the Company’s common stock on such terms as determined by the Committee. Upon a change in control, the Committee may also provide for the purchase of any awards for an amount of cash per share of common stock issuable under the Award equal to the excess of the highest price per share of the Company’s common stock paid in any transaction related to a change in control of the Company over the exercise price of such award.

Fair Market Value. Under the 2026 Plan, fair market value means the fair market value of the shares based upon (i) the closing selling price of a share of our common stock as quoted on the principal national securities exchange on which the stock is traded, if the stock is then traded on a national securities exchange, or (ii) the closing bid price per share last quoted on that date by an established quotation service for over-the-counter securities, if the common stock is not then traded on a national securities exchange.

Transferability Restrictions. Generally, and unless otherwise provided in an Award agreement, shares or rights subject to an award cannot be assigned or transferred other than by will or by the laws of descent and distribution and Awards may be exercised during the participant’s lifetime only by the participant or his or her guardian or legal representative. However, a participant may, if permitted by the Committee, in its sole discretion, transfer an award, or any portion thereof, to one or more of the participant’s spouse, children or grandchildren, or may designate in writing a beneficiary to exercise an award after his or her death.

Clawback Policy. All awards granted under the 2026 Plan are subject to the terms of any Company potential forfeiture, incentive compensation recoupment, clawback, or similar actions. The Awards are also subject to policies established by the Company, such as anti-hedging or pledging policies. These policies shall include, without limitation, (i) any Company policy established to comply with applicable laws (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (ii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the shares of Stock or other securities are listed or quoted, and these requirements shall be deemed incorporated by reference into all outstanding Award Agreements.

Termination or Amendment of the 2026 Plan. Unless sooner terminated, no Awards may be granted under the 2026 Plan after 10 years of the effective date of the 2026 Plan. Our Board may amend or terminate the 2026 Plan at any time, but our Board may not, without stockholder approval, amend the 2026 Plan to increase the total number of shares of our common stock reserved for issuance of awards. In addition, any amendment or modification of the 2026 Plan shall be subject to stockholder approval as required by any securities exchange on which our common stock is listed. No amendment or termination may deprive any participant of any rights under Awards previously made under the 2026 Plan.

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, wethe Company 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”). Upon the initial closing of the transaction, Mr. Lazar was appointed as our Chief Executive Officer, Chairman, and member of our Board. ~~Mr. Lazar’s compensation for service as our Chief Executive Officer, Chairman, and Board member is described in Item 11 of this Annual Report on Form 10-K.~~ In July 2024, Mr. Lazar consummated a transaction pursuant to which he 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. In conjunction with the transaction, Mr. Lazar resigned as CEO, Chairman and Director of the Company, effective August 2, 2024, ~~but~~and he ~~currently~~resigned ~~maintains~~as aPresident ~~role~~of asthe ~~President~~Company effective December 23, 2025.

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.52

InOn ~~August~~January 2, 2024, AEI Capital Ltd., the Company’s ~~and~~controlling stockholder (“AEI Capital”), ~~Ltd.~~ entered into a ~~Securities~~Letter ~~Purchase~~of ~~Agreement~~Engagement ~~(the~~with ~~“August~~a ~~2024~~privately ~~Securities~~held ~~Purchase~~company ~~Agreement~~(the “Client”), pursuant to which ~~the~~AEI ~~Company has~~Capital ~~the~~agreed ~~right,~~to inprovide ~~its~~certain ~~sole~~listing ~~discretion,~~advisory toservices ~~sell~~relating to ~~AEI~~the ~~Capital~~preparation ~~Ltd.~~and ~~shares~~facilitation of ~~common~~an ~~stock~~initial ~~having~~public anoffering ~~aggregate~~for ~~value~~the ofClient up(the to“Engagement $3Agreement”).0 ~~million. The~~In ~~purchase~~consideration ~~price~~ for ~~any~~such ~~shares~~services, ~~sold~~AEI ~~under~~Capital ~~the~~is ~~August~~entitled ~~2024~~to ~~Securities~~receive ~~Purchase~~a ~~Agreement~~fee isconsisting ~~the~~of: ~~closing~~(i) ~~sales~~3.5% ~~price~~of on the ~~Nasdaq~~outstanding ~~Capital Market~~equity interests of the ~~Company’s~~Client ~~common~~(the ~~stock~~“Equity asConsideration”) ofand (ii) $200,000 (the ~~date~~“Cash ~~immediately~~Consideration,” ~~prior~~and tocollectively, with the ~~date~~Equity ofConsideration, ~~sale~~the “Consideration”). InOn ~~addition~~October 2, in2024, ~~October~~CapForce ~~2024~~International Holdings Ltd. (“CapForce International”), which was organized by the Company ~~and~~ ~~AEI~~for ~~Capital~~purposes ~~Ltd.~~of repositioning itself as a new business in the digital investment banking industry powered by financial technology, entered into aan ~~First~~Agreement ~~Amendment~~of Assignment of Mandate with AEI Capital in respect of Direct Listing Sponsorship Advisory Services (the “~~Amendment~~Assignment Agreement”), pursuant to ~~the~~which ~~August~~AEI ~~2024~~Capital ~~Securities~~assigned ~~Purchase~~its ~~Agreement.~~rights ~~The Amendment~~and ~~amended~~obligations ~~the~~within ~~August~~a ~~2024~~portion ~~Securities~~of ~~Purchase~~the Engagement Agreement ~~by:~~for (the advisory fee equivalent to 2.1)% ~~granting~~of the ~~Company~~outstanding equity interests of the ~~right~~Client and $120,000 to ~~sell~~CapForce ~~two~~International. ~~additional~~As ~~tranches of~~a ~~common~~result, ~~stock~~pursuant to ~~AEI~~the ~~Capital~~Assignment ~~Ltd.~~Agreement, CapForce International completed the first performance obligation within the Engagement Agreement in the fourth quarter of 2024, earning proceeds of $35.0 million ~~each~~in the Client’s equity. During the second quarter of 2025, ~~for~~CapForce anInternational ~~aggregate~~completed ~~amount~~the second performance obligation within the Engagement Agreement, earning proceeds of $94.0 million ~~under~~in the ~~Purchase~~Client’s ~~Agreement;~~equity. ~~and~~During ~~(2) extending~~the fourth quarter of 2025, following the Company’s ~~ability~~acquisition toof ~~sell~~iCapX ~~shares~~and ofthe ~~common~~subsequent ~~stock~~iCapX toand ~~AEI~~CapForce ~~Capital~~International ~~Ltd.~~Assignment ~~under~~Agreement ~~the~~(defined ~~Purchase~~below) ~~Agreement~~between ~~until~~iCapX ~~December~~and ~~31, 2025.~~CapForce AsInternational in respect of ~~December~~Direct ~~31,~~Listing ~~2024,~~Sponsorship ~~the~~Advisory ~~Company~~Services ~~sold~~for the other 1.4% of Equity Consideration,~~079,109~~ ~~shares~~CapForce ofInternational ~~common~~completed ~~stock~~the toremaining ~~AEI~~performance ~~Capital~~obligations ~~Ltd.~~within ~~for~~the ~~gross~~Engagement Agreement, earning proceeds of $226.0 million ~~before~~ ~~deducting~~in ~~offering~~the ~~expenses~~Client’s equity ($12.0 ~~Accordingly,~~million from the ~~Company~~Assignment ~~has~~Agreement and $14.0 million from the ~~right,~~iCapX and CapForce International Assignment Agreement) and $0.2 million in ~~its~~cash ~~discretion~~consideration. Mr. Tan Honjian, tothe ~~sell~~CEO toof AEI Capital Ltd., atand ~~any~~the ~~time prior~~chairman toand ~~December~~former ~~31,~~chief ~~2025,~~executive ~~shares~~officer of ~~common~~the ~~stock~~Company, ~~par~~serves ~~value~~as ~~$0.01~~a ~~per~~member ~~share~~of (the ~~“Shares”),~~Board of Directors of the ~~Company~~Client, ~~having~~making anthe ~~aggregate value~~Client a related party. The Engagement Agreement and Assignment Agreement were conducted in the ordinary course of upbusiness and on terms comparable to anthose ~~additional~~with $7unrelated third parties.0 ~~million~~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 entered into a securities purchase agreement (the “August 2024 Securities Purchase Agreement”) with AEI Capital Ltd., which was subsequently amended in October 2024, pursuant to which the Company has the right, in its sole 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, of the Company having an aggregate value of up to $9.0 million. During the 2024 fiscal year, 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, and, during the 2025 fiscal year, the Company sold 78,125 shares of common stock to AEI Capital Ltd. for gross proceeds of $0.5 million before deducting offering expenses. In December 2025, the Company and AEI Capital Ltd. further amended the August 2024 Securities Purchase Agreement to provide that the Company may sell shares of common stock to AEI Capital Ltd. thereunder until December 31, 2026.

On December 1, 2025, the Company entered into a Share Sale Agreement (the “Purchase Agreement”) with AEI Capital Ltd., a company incorporated under the laws of the British Virgin Islands and controlling stockholder of the Company (the “Seller”), pursuant to which the Seller agreed to sell all of the issued and outstanding ordinary shares (the “Shares”) of Sun Investment Enterprises Limited, a company incorporated under the laws of the British Virgin Islands (the “Holding Company”). The Holding Company is the owner of all the equity interests of iCapX Sdn. Bhd., a private company limited by shares incorporated under the laws of Malaysia providing cap table management fintech platform services to companies (“iCapX”). The contractual purchase price for the Shares was $12,278,703.08. The Company paid the purchase price in January 2026 through the issuance of 2,028,867 shares of common stock at a price of $6.052 per share. As a result of the Company’s acquisition of the Shares of the Holding Company, iCapX became an indirect, wholly-owned subsidiary of the Company. iCapX operates a cap table management fintech platform and provides related corporate advisory services to its clientele. Such corporate advisory services include iCapX’s agreement with a privately held company, pursuant to which iCapX is entitled to receive an advisory fee equal to 1.4% of the common stock of the Client and $80,000 cash, upon the satisfaction of certain conditions. The Seller is the Company’s controlling shareholder as well as the owner of 100% of the issued and outstanding capital stock of the Holding Company. In determining the purchase price for the Shares, the parties performed a peer group comparison and supplemented the analysis with value-add considerations to incorporate company-specific attributes and differentiation factors.

On December 30, 2025, iCapX and CapForce International entered into an Agreement of Assignment of Mandate in Respect of Direct Listing Sponsorship Advisory Services (the “iCapX and CapForce International Assignment Agreement”), pursuant to which iCapX assigned its rights and obligations within a portion of the Engagement Agreement, which was previously assigned to it by AEI Capital, for the advisory fee equivalent to 1.4% of the outstanding equity interests of the Client and $80,000 to CapForce International. As a result, pursuant to the iCapX and CapForce International Assignment Agreement, CapForce International completed all performance obligations within the Engagement Agreement in the fourth quarter of 2025, earning proceeds of $14.0 million in the Client’s equity.

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 10 of this Annual Report on Form 10-K.

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. As previously disclosed in April 2024, UHY notified the Company that it would resign as the Company’s independent registered public accounting firm effective as of April 22, 2024. In light of such resignation, on April 23, 2024, the Board appointed and engaged Beckles & Co., Inc. (“Beckles”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and the Board re-engaged Beckles to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and related interim periods.

During the period of UHY’s engagement, which commenced in March 2023, UHY did not provide any report on the financial statements of the Company. During the fiscal year ended December 31, 2023, 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.

CohnReznick served as the Company’s independent registered public accounting firm from 2014 through the completion of the audit for the fiscal year ended December 31, 2022. 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.

Audit Fees

Beckles & Co., Inc. (“Beckles”) has served as the independent registered public accounting firm of the Company since April 2024. 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, ~~2024~~2025 and ~~2023~~2024, respectively.

	2024		2023
	2025		2024
Audit Fees(1)	$	~~390~~102,~~250~~000	$	~~729~~109,~~104~~000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	~~390~~102,~~250~~000	$	~~729~~109,~~104~~000

(1) Audit Fees consist of fees for professional services rendered for the audit of our annual financial statements and the review of our interim financial statements. ~~For the fiscal year ended December 31, 2024, audit services were performed by Beckles. For the fiscal year ended December 31, 2023, audit services were performed by Beckles and UHY.~~ These fees 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, ~~2024~~2025. 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.

4854

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1)

Financial Statements.

The consolidated balance sheets of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, 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, 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).

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).

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).

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).

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).

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).

EXHIBIT INDEX

Exhibit Number		Description
1.1		Share Sale Agreement, dated December 1, 2025, by and between CapForce Inc. and AEI Capital, Ltd. (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K filed on January 16, 2026).

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 CapForce 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 CapForce 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 CapForce 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

Filing Compare · CapForce Inc.