UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO 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)

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

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

1012,~~071~~384,~~286~~142 shares of the Company’s common stock, par value $0.01 per share, were outstanding as of ~~November~~June 1910, ~~2025~~2026.

~~OPGEN,~~CAPFORCE INC.

TABLE OF CONTENTS FOR FORM 10-Q

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		ii
NOTE REGARDING TRADEMARKS		iii
PART I.	FINANCIAL INFORMATION	1
Item 1.	Unaudited Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2321
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2924
Item 4.	Controls and Procedures	2925
PART II.	OTHER INFORMATION	3026
Item 1.	Legal Proceedings	3026
Item 1A.	Risk Factors	3026
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3026
Item 3.	Defaults Upon Senior Securities	3026
Item 4.	Mine Safety Disclosures	3026
Item 5.	Other Information	3026
Item 6.	Exhibits	3127
SIGNATURES		3228

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q 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 quarterly 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” of our most recent annual report on Form 10-K. 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 Company’s new strategic 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. These ~~risks~~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 “Risk Factors” of our most recent annual report on Form 10-K. 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 quarterly 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~~Part I. ~~REGARDING~~FINANCIAL ~~TRADEMARKS~~INFORMATION

WeItem ~~own various U~~1.S. ~~federal~~Unaudited ~~trademark~~Condensed ~~registrations~~Consolidated ~~and~~Financial applications and unregistered trademarks and servicemarks, including but not limited to OpGen®. All other trademarks, servicemarks or trade names referred to in this quarterly report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this quarterly 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.Statements

~~iii~~CapForce Inc.

~~PART~~Condensed I.Consolidated ~~FINANCIAL~~Balance ~~INFORMATION~~Sheets

~~Item 1. Unaudited Condensed Consolidated Financial Statements~~(unaudited)

OpGen, Inc. and Subsidiaries


	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	78,586		$	531,277
Accounts receivable, net		253,694			248,771
Prepaid expenses and other current assets		104,442			208,178
Total current assets		436,722			988,226
Property and equipment, net		890,868			928,550
Operating lease right-of-use assets		773,446			786,135
Investment in equity securities		35,000,000			35,000,000
Intangible assets, net		50,000			50,000
Other non-current assets		302,262			302,262
Total assets	$	37,453,298		$	38,055,173

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,192,677		$	1,081,936
Accrued compensation and benefits		41,154			30,208
Accrued liabilities		3,162,757			3,151,485
Short-term insurance financing		-			86,997
Current portion of operating lease liabilities		210,166			202,490
Total current liabilities		4,606,754			4,553,116
Operating lease liabilities, net of current portion		1,590,661			1,645,399
Total liabilities		6,197,415			6,198,515

Commitments and Contingencies (Note 10)

Stockholders’ equity:
Series D Preferred Stock, $0.01 par value; 10,000,000 shares authorized; 1,000 designated; 250 shares issued and outstanding at March 31, 2026 and December 31, 2025		2			2
Common stock, $0.01 par value; 100,000,000 shares authorized; 12,368,008 and 10,149,411 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		123,680			101,494
Additional paid-in capital		301,722,787			301,621,893
Common stock issuable		-			11,420
Accumulated deficit		(270,591,037	)		(269,880,466	)
Accumulated other comprehensive income		451			2,315
Total stockholders’ equity		31,255,883			31,856,658
Total liabilities and stockholders’ equity	$	37,453,298		$	38,055,173

~~Condensed~~See ~~Consolidated~~accompanying ~~Balance~~notes ~~Sheets~~to unaudited condensed consolidated financial statements.

~~(unaudited)~~1

	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	414,211		$	1,310,653
Accounts receivable, net		4,043,838			29,258
Inventory, net		-			-
Prepaid expenses and other current assets		1,065,047			1,309,316
Total current assets		5,523,096			2,649,227
Property and equipment, net		966,231			1,079,275
Operating lease right-of-use assets		797,666			825,665
Investment in equity securities		5,000,000			5,000,000
Deferred offering costs		-			6,269
Intangible assets, net		50,000			-
Restricted cash		302,262			302,262
Total assets	$	12,639,255		$	9,862,698
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	307,776		$	245,196
Accrued compensation and benefits		25,444			62,907
Accrued liabilities		81,755			62,074
Short-term insurance financing		172,521			90,278
Current portion of operating lease liabilities		195,003			173,726
Total current liabilities		782,499			634,181
Operating lease liabilities, net of current portion		1,698,791			1,847,889
Total liabilities		2,481,290			2,482,070
Commitments and Contingencies (Note 9)
Stockholders’ equity:
Series D Preferred stock, $0.01 par value; 10,000,000 shares authorized; 250 shares issued and outstanding at September 30, 2025 and December 31, 2024		2			2
Common stock, $0.01 par value; 100,000,000 shares authorized; 10,071,286 and 10,070,779 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		100,713			100,708
Additional paid-in capital		301,064,643			300,780,440
Accumulated deficit		(291,007,393	)		(293,500,522	)
Total stockholders’ equity		10,157,965			7,380,628
Total liabilities and stockholders’ equity	$	12,639,255		$	9,862,698

CapForce Inc.

~~See~~Condensed ~~accompanying~~Consolidated ~~notes~~Statements toof ~~unaudited~~Operations ~~condensed~~and ~~consolidated~~Comprehensive ~~financial statements.~~Loss

1(unaudited)

OpGen, Inc. and Subsidiaries


	Three Months Ended March 31,
	2026			2025
Revenue
Listing sponsorship services	$	-		$	-
Total revenue		-			-

Operating expenses
Cost of services		-			-
Research and development, net		2,451			-
General and administrative		797,597			513,344
Sales and marketing		4,756			9,502
Total operating expenses		804,804			522,846

Operating loss		(804,804	)		(522,846	)

Other income (expense)
Interest and other income, net		92,869			117,845
Interest expense		(995	)		(3,238	)
Foreign currency transaction gains		2,359			106
Total other income (expense)		94,233			114,713
Loss before income taxes		(710,571	)		(408,133	)
Provision for income taxes		-			-
Net loss	$	(710,571	)	$	(408,133	)

Net loss allocated to preferred stockholders		-			-
Net loss available to common stockholders	$	(710,571	)	$	(408,133	)

Loss per share attributable to common stockholders
Basic	$	(0.06	)	$	(0.04	)
Diluted	$	(0.06	)	$	(0.04	)

Weighted average shares outstanding
Basic		11,827,962			10,071,079
Diluted		11,827,962			10,071,079

Net loss	$	(710,571	)	$	(408,133	)
Other comprehensive loss - foreign currency translation		(1,864	)		-
Comprehensive loss	$	(712,435	)	$	(408,133	)

~~Condensed~~See ~~Consolidated~~accompanying ~~Statements~~notes ofto ~~Operations~~unaudited ~~and~~condensed ~~Comprehensive~~consolidated ~~Income~~financial ~~(Loss)~~statements.

~~(unaudited)~~2

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue
Product sales	$	-		$	-		$	-		$	169,373
Laboratory services		-			-			-			26,776
Listing sponsorship services		-			-			4,000,000			-
Total revenue		-			-			4,000,000			196,149
Operating expenses
Cost of products sold		-			-			-			31,636
Cost of services		-			-			-			1,575
Research and development, net		-			488			-			49,308
General and administrative		701,915			768,551			1,810,097			4,021,321
Sales and marketing		270			14,846			12,159			168,819
Total operating expenses		702,185			783,885			1,822,256			4,272,659
Operating (loss) income		(702,185	)		(783,885	)		2,177,744			(4,076,510	)
Other income (expense)
Interest and other income		97,371			92,131			324,059			242,799
Interest expense		(3,916	)		(3,238	)		(8,777	)		(4,317	)
Gain on impairment adjustment		-			-			-			2,079,575
Gain on extinguishment of debt		-			9,738,487			-			9,738,487
Gain on settlement of compensation expenses		-			570,785			-			570,785
Change in fair value of EIB loan guaranty		-			(683,200	)		-			(908,586	)
Foreign currency transaction (losses) gains		-			(2	)		103			463
Total other income (expense)		93,455			9,714,963			315,385			11,719,206
(Loss) income before income taxes		(608,730	)		8,931,078			2,493,129			7,642,696
Provision for income taxes		-			-			-			-
Net (loss) income	$	(608,730	)	$	8,931,078		$	2,493,129		$	7,642,696
Net income allocated to preferred stockholders		-			(690,467	)		(15,034	)		(519,161	)
Net (loss) income available to common stockholders	$	(608,730	)	$	8,240,611		$	2,478,095		$	7,123,535
(Loss) earnings per share attributable to common stockholders
Basic	$	(0.06	)	$	1.43		$	0.25		$	2.51
Diluted	$	(0.06	)	$	1.35		$	0.24		$	2.14
Weighted average shares outstanding
Basic		10,071,286			5,760,214			10,071,218			2,837,744
Diluted		10,071,286			6,603,804			10,195,301			3,571,505
Net (loss) income	$	(608,730	)	$	8,931,078		$	2,493,129		$	7,642,696
Other comprehensive income (loss) - foreign currency translation		-			-			-			-
Comprehensive (loss) income	$	(608,730	)	$	8,931,078		$	2,493,129		$	7,642,696

CapForce Inc.

~~See~~Condensed ~~accompanying~~Consolidated ~~notes~~Statements toof ~~unaudited~~Stockholders’ ~~condensed consolidated financial statements.~~Equity

2(unaudited)

OpGen, Inc. and Subsidiaries


	Common Stock				Preferred Stock				Additional			Common			Accumulated Other Comprehensive
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Stock Issuable			Income (Loss)			Accumulated Deficit			Total
Balances at December 31, 2024		10,070,779	$	100,708		250	$	2	$	300,780,440		$	-		$	-		$	(293,500,522	)	$	7,380,628
Stock compensation expense		-		-		-		-		81,708			-			-			-			81,708
Issuance of common stock upon vesting of RSUs		507		5		-		-		(5	)		-			-			-			-
Net loss		-		-		-		-		-			-			-			(408,133	)		(408,133	)
Balances at March 31, 2025		10,071,286	$	100,713		250	$	2	$	300,862,143		$	-		$	-		$	(293,908,655	)	$	7,054,203

Balances at December 31, 2025		10,149,411	$	101,494		250	$	2	$	301,621,893		$	11,420		$	2,315		$	(269,880,466	)	$	31,856,658
Stock compensation expense		-		-		-		-		111,660			-			-			-			111,660
Issuance of common stock upon vesting of RSUs		189,730		1,897		-		-		(1,897	)		-			-			-			-
Common stock issuable for acquisition		2,028,867		20,289		-		-		(8,869	)		(11,420	)		-			-			-
Foreign currency translation		-		-		-		-		-			-			(1,864	)		-			(1,864	)
Net loss		-		-		-		-		-			-			-			(710,571	)		(710,571	)
Balances at March 31, 2026		12,368,008	$	123,680		250	$	2	$	301,722,787		$	-		$	451		$	(270,591,037	)	$	31,255,883

~~Condensed~~See ~~Consolidated~~accompanying ~~Statements~~notes ofto ~~Stockholders’~~unaudited ~~Equity~~condensed ~~(Deficit)~~consolidated financial statements.

~~(unaudited)~~3

	Common Stock					Preferred Stock						Additional			Accumulated Other Comprehensive
	Number of Shares			Amount		Number of Shares			Amount			Paid-in Capital			Income (Loss)			Accumulated Deficit			Total
Balances at December 31, 2023		1,282,686		$	12,827		250		$	2,500		$	293,991,529		$	(75,138	)	$	(305,493,302	)	$	(11,561,584	)
Issuance of common stock upon vesting of RSUs		21,053			210		-			-			(210	)		-			-			-
Stock compensation expense		-			-		-			-			188,237			-			-			188,237
Offering of preferred stock		-			-		200,000			2,000			198,000			-			-			200,000
Reclassification of preferred stock par value to additional paid-in capital (out of period adjustment; see Note 3)		-			-		-			(2,498	)		2,498			-			-			-
Elimination of translation adjustments of previously dissolved subsidiaries (out of period adjustment; see Note 3)		-			-		-			-			-			75,138			-			75,138
Net income (As Restated)		-			-		-			-			-			-			287,967			287,967
Balances at March 31, 2024 (As Restated)		1,303,739		$	13,037		200,250		$	2,002		$	294,380,054		$	-		$	(305,205,335	)	$	(10,810,242	)
Issuance of common stock upon vesting of RSUs		40,000			400		-			-			(400	)		-			-			-
Stock compensation expense		-			-		-			-			368,391			-			-			368,391
Share issuance related to May 2024 Reverse Stock Split		5,238			53		-			-			(53	)		-			-			-
Share cancellation related to May 2024 Reverse Stock Split		(3	)		-		-			-			-			-			-			-
Offering of preferred stock		-			-		350,000			3,500			346,500			-			-			350,000
Net loss		-			-		-			-			-			-			(1,576,349	)		(1,576,349	)
Balances at June 30, 2024		1,348,974		$	13,490		550,250		$	5,502		$	295,094,492		$	-		$	(306,781,684	)	$	(11,668,200	)
Stock compensation expense		-			-		-			-			1,530			-			-			1,530
Cash compensation taken in the form of stock compensation		440,028			4,400		-			-			1,328,885			-			-			1,333,285
Offering of preferred stock		-			-		2,450,000			24,500			2,375,717			-			-			2,400,217
Conversion of preferred stock into common stock		7,200,000			72,000		(3,000,000	)		(30,000	)		(42,000	)		-			-			-
Issuance of common stock pursuant to equity line of credit		1,079,109			10,791		-			-			1,977,568			-			-			1,988,359
Net income		-			-		-			-			-			-			8,931,078			8,931,078
Balances at September 30, 2024		10,068,111		$	100,681		250		$	2		$	300,736,192		$	-		$	(297,850,606	)	$	2,986,269
Balances at December 31, 2024		10,070,779		$	100,708		250		$	2		$	300,780,440		$	-		$	(293,500,522	)	$	7,380,628
Stock compensation expense		-			-		-			-			81,708			-			-			81,708
Issuance of common stock upon vesting of RSUs		507			5		-			-			(5	)		-			-			-
Net loss		-			-		-			-			-			-			(408,133	)		(408,133	)
Balances at March 31, 2025		10,071,286		$	100,713		250		$	2		$	300,862,143		$	-		$	(293,908,655	)	$	7,054,203
Stock compensation expense		-			-		-			-			101,250			-			-			101,250
Net income		-			-		-			-			-			-			3,509,992			3,509,992
Balances at June 30, 2025		10,071,286		$	100,713		250		$	2		$	300,963,393		$	-		$	(290,398,663	)	$	10,665,445
Stock compensation expense		-			-		-			-			101,250			-			-			101,250
Net loss		-			-		-			-			-			-			(608,730	)		(608,730	)
Balances at September 30, 2025		10,071,286		$	100,713		250		$	2		$	301,064,643		$	-		$	(291,007,393	)	$	10,157,965

CapForce Inc.

~~See~~Condensed ~~accompanying~~Consolidated ~~notes~~Statements toof ~~unaudited~~Cash ~~condensed consolidated financial statements.~~Flows

3(unaudited)

OpGen, Inc. and Subsidiaries


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(710,571	)	$	(408,133	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		50,371			45,970
Stock compensation expense		111,660			81,708
Changes in operating assets and liabilities:
Accounts receivable		(4,923	)		(4,838	)
Prepaid expenses and other current assets		103,736			217,677
Intangible assets		-			(12,500	)
Accounts payable		110,741			66,441
Accrued compensation and benefits		10,946			(43,197	)
Accrued liabilities		11,272			(10,535	)
Operating lease liabilities		(47,062	)		(40,187	)
Net cash used in operating activities		(363,830	)		(107,594	)

Cash flows from investing activities:
Net cash used in investing activities		-			-

Cash flows from financing activities:
Payments on short term insurance financing		(86,997	)		(90,278	)
Net cash used in financing activities		(86,997	)		(90,278	)

Effects of exchange rates on cash		(1,864	)		-

Net decrease in cash, cash equivalents and restricted cash		(452,691	)		(197,872	)
Cash and cash equivalents and restricted cash at beginning of period		833,539			1,612,915
Cash and cash equivalents and restricted cash at end of period	$	380,848		$	1,415,043

Supplemental disclosure of cash flow information
Cash paid for interest	$	995		$	3,238

~~Condensed~~See ~~Consolidated~~accompanying ~~Statements~~notes ofto ~~Cash~~unaudited ~~Flows~~condensed consolidated financial statements.

~~(unaudited)~~4

	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net income	$	2,493,129		$	7,642,696
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		141,043			129,502
Change in inventory reserve		-			(54,830	)
Stock compensation expense		284,208			558,158
Loss on deconsolidation of subsidiaries		-			75,138
Change in fair value of EIB loan guaranty		-			(10,873,867	)
Gain on impairment adjustment		-			(2,079,575	)
Gain on settlement of compensation expenses		-			(570,785	)
Changes in operating assets and liabilities:
Accounts receivable		(4,014,580	)		78,915
Inventory		-			54,830
Prepaid expenses and other current assets		244,269			104,502
Deferred offering costs		6,269			(6,269	)
Intangible assets		(50,000	)		-
Accounts payable		62,580			(7,281	)
Accrued compensation and benefits		(37,463	)		(78,455	)
Accrued liabilities		19,681			524,483
Operating lease liabilities		(127,821	)		(108,744	)
Deferred revenue		-			(25,926	)
Net cash used in operating activities		(978,685	)		(4,637,508	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from issuance of preferred stock, net of issuance costs		-			2,950,217
Proceeds from issuance of common stock, net of issuance costs					1,988,359
Proceeds from short term insurance financing		284,304			300,926
Payments on short term insurance financing		(202,061	)		(120,371	)
Payments on finance lease obligations		-			(280	)
Net cash provided by financing activities		82,243			5,118,851
Effects of exchange rates on cash		-			-
Net (decrease) increase in cash, cash equivalents and restricted cash		(896,442	)		481,343
Cash and cash equivalents and restricted cash at beginning of period		1,612,915			1,454,085
Cash and cash equivalents and restricted cash at end of period	$	716,473		$	1,935,428
Supplemental disclosure of cash flow information
Cash paid for interest	$	8,777		$	4,317
Supplemental disclosures of noncash investing and financing activities
Settlement of deferred compensation and severance	$	-		$	1,333,285
Issuance of common stock upon conversion of preferred stock	$	-		$	2,950,217

CapForce Inc.

~~See~~Notes ~~accompanying notes~~ to ~~unaudited~~Unaudited ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements.~~Statements

4March 31, 2026

~~OpGen,~~Note ~~Inc.~~1 ~~and~~– ~~Subsidiaries~~Organization

~~Notes~~CapForce Inc. (“CapForce” or the “Company”, 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 molecular diagnostics and informatics to ~~Unaudited~~help ~~Condensed~~combat ~~Consolidated~~infectious ~~Financial~~disease. ~~Statements~~In 2024, following the sale of control of the Company to AEI Capital Ltd. (“AEI Capital”), the Company 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. (“CapForce International”), which launched a new business line in 2024 offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges.

~~September 30~~As part of the Company’s strategic focus on capital markets advisory, in December 2025, the Company acquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited (“SIE”), a company incorporated under the laws of the British Virgin Islands from AEI Capital. SIE is a holding company that owns all the equity interests of iCapX Sdn. Bhd. (“iCapX”), a private company limited by shares incorporated under the laws of Malaysia, which provides cap table management and 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 readiness assessments, and support pricing accuracy. The platform will also serve as a pipeline for business development by engaging private companies ahead of potential listing events. Ongoing development initiatives include AI-driven analytics for identifying listing-related and liquidity risks, optimizing exchange selection, and supporting predictive insights related to post-listing performance.

~~Note~~In 1February 2026, –at ~~Organization~~the Company’s 2025 Annual Meeting of Stockholders, the Company’s stockholders voted to approve, among other proposals, an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name from OpGen, Inc. to CapForce Inc. and, in connection therewith, the Company changed its ticker symbol to “CFOR.” The amendment was filed with the Secretary of State of the State of Delaware in February 2026, and the Company also amended and restated its bylaws to reflect the name change.

~~OpGen,~~As ~~Inc.~~of ~~(“OpGen”~~March 31, or2026, the “Company”) ~~was~~operates ~~incorporated~~virtually in ~~Delaware~~the inUnited ~~2001.~~States Inand ~~April 2020,~~Singapore. ~~OpGen~~The ~~completed~~Company’s asubsidiaries, ~~business~~CapForce ~~combination~~International, ~~transaction~~SIE, ~~with~~and ~~Curetis N.V.~~iCapX, aoccupy ~~public~~office ~~company~~space ~~with~~located ~~limited~~in ~~liability~~Kuala ~~under~~Lumpur, ~~the laws of the Netherlands~~Malaysia, pursuant to ~~which~~an ~~the~~access ~~Company~~and ~~acquired~~shared ~~all~~services ~~the~~agreement ~~shares~~with ofAEI ~~Curetis GmbH~~Capital, ~~a private limited liability company organized under~~ the ~~laws~~Company’s ofcontrolling ~~the Federal Republic of Germany (“Curetis”), and certain other assets and liabilities of Curetis N~~shareholder.~~V.,~~ ~~including~~The ~~Ares~~subsidiaries ~~Genetics~~pay ~~GmbH (“Ares Genetics”),~~ a ~~wholly-owned~~nominal ~~subsidiary~~fee ofunder ~~Curetis~~this arrangement.

~~From inception until November 2023, OpGen operated as a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease.~~ The Company, ~~along~~operates with its subsidiaries, Curetis and Ares Genetics, developed and commercialized molecular microbiology solutions helping to guide clinicians with more rapid and actionable information about life threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs. In November 2023, Curetis and Ares Genetics filed petitions for insolvency in ~~their~~one ~~local~~business ~~jurisdictions~~segment. The insolvency filings resulted in the elimination of the Company’s authority and power to act on behalf of the subsidiaries and accordingly, this loss of control resulted in the Company deconsolidating the subsidiaries.

InNote ~~March~~2 ~~2024,~~– asGoing aConcern ~~result~~and ~~of the Company~~Management’s efforts to explore a strategic transaction, the Company entered into a securities purchase agreement (the “March 2024 Purchase Agreement”) with David E. Lazar (see Note 8). 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 Mr. Lazar, pursuant to which the Company engaged Mr. Lazar to act as its Chief Executive Officer (“CEO”).Plans

InThe ~~July~~accompanying ~~2024,~~unaudited ~~Mr. Lazar~~condensed ~~consummated~~consolidated afinancial ~~transaction~~statements ~~pursuant~~have tobeen ~~which~~prepared heon ~~sold~~a ~~550,000~~going ~~shares~~concern ofbasis, ~~Series~~which Econtemplates ~~Preferred~~the ~~Stock~~realization ~~together~~of ~~with~~assets ~~his~~and ~~rights~~satisfaction toof ~~purchase~~liabilities in the ~~additional~~normal ~~2,450,000~~course ~~shares~~ of ~~Series~~business. ESince ~~Preferred~~inception, ~~Stock~~the toCompany ~~AEI~~has ~~Capital~~incurred ~~Ltd.,~~significant alosses ~~private~~from ~~limited~~operations ~~company~~and ~~incorporated~~negative ~~under~~operating ~~the~~cash ~~laws~~flows. ofHistorically, the ~~British~~Company ~~Virgin~~has ~~Islands,~~funded ~~which~~its ~~forms~~operations ~~part~~primarily ofthrough ~~AEI~~external ~~Capital~~investor ~~Group,~~financing ~~with~~arrangements ~~groupwide~~and ~~assets~~strategic ~~under~~actions ~~management~~taken ~~exceeding~~by ~~$3.0 billion (see Note 8). In conjunction with~~ the ~~transaction~~Company, ~~Mr.~~but, ~~Lazar~~in ~~resigned~~the asnear ~~CEO~~term, ~~Chairman and Director of~~ the Company, ~~effective~~anticipates ~~August~~funding ~~2024,~~its ~~but~~operations heprimarily ~~currently~~through ~~maintains~~financing aarrangements ~~role~~with ~~as President. Subsequently,~~ AEI Capital ~~Ltd.~~until ~~paid~~ the Company’s ~~$2.45~~operating ~~million~~business inis ~~August~~able ~~2024~~to insustain ~~exchange~~its ~~for~~operations. Through the ~~remaining~~Company’s 2financing efforts,~~450,000~~ ~~shares~~which consisted of ~~Series~~sales Eof ~~Preferred~~Company ~~Stock.~~common ~~All~~stock ~~3,000,000~~in ~~shares~~private ofplacements ~~Series~~pursuant Eto ~~Preferred~~securities ~~Stock~~purchase ~~were subsequently converted into 7~~agreements,~~200,000~~ ~~shares of~~ the Company’s ~~common~~received ~~stock~~gross inproceeds ~~August~~of ~~2024~~approximately ~~(see~~$0.5 ~~Note~~million 8)in 2025.

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 formed a wholly-owned subsidiary, CapForce International Holdings Ltd.(“CapForce”), 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 contemplates entering the financial technology industry supporting digital investment banking activities and capital table management. 5

OnThe ~~May 20, 2024, the~~ Company ~~effected~~has acash ~~1-for-10 reverse stock split of its issued~~ and cash ~~outstanding~~equivalents ~~shares~~ of ~~common~~approximately ~~stock~~$0.1 ~~All~~78,586 ~~share~~million ~~amounts~~as ~~and~~of ~~per~~March 31, ~~share prices in this quarterly report have been adjusted to reflect the reverse stock split~~2026.

~~Subsequent~~The Company is party to a securities purchase agreement, entered into in August 2024, with AEI Capital, pursuant to which the Company’s ~~assignment~~may ofsell, in its ~~headquarters~~sole ~~office~~discretion, ~~lease~~shares inof ~~April~~common ~~2024~~stock to AEI Capital. Through December 31, 2025, the Company ~~has~~received ~~operated~~aggregate ~~virtually~~gross proceeds of $2.5 million under the agreement. The agreement remains available through December 31, 2026, and, as of March 31, 2026, $6.5 million of capacity remains available (see Note 9). The Company ~~operates~~believes inthat ~~one~~its ~~business~~current ~~segment~~cash resources, together with its access to additional capital under this agreement, will be sufficient to fund operations for at least 12 months from the issuance date of these financial statements.

On June 5, 2024, the Company received a letter from the listing staff of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was no longer in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”). The Stockholders’ Equity Rule requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 or to meet alternatives of market value of listed securities or net income from continuing operations, which the Company did not meet. In response to the letter, the Company submitted its plan to regain compliance with the Stockholders’ Equity Rule to the Nasdaq Hearings Panel (the “Panel”) and requested additional time to regain compliance with such rule. On August 16, 2024, following the Panel’s review of the Company’s plan to regain compliance, the Company received a letter (the “Notice”) indicating that the Panel had determined to deny the Company’s request for continued listing on Nasdaq. Pursuant to the Notice, based on the preliminary nature of the Company’s plan, the Panel determined that the Company did not provide a definitive plan evidencing its ability to achieve near- and long-term compliance with the Stockholders’ Equity Requirement. The Notice also provided that the Company’s securities be suspended from trading on the Nasdaq Capital Market at the opening of business on August 20, 2024. The Company submitted its appeal regarding the Panel’s determination on September 13, 2024 and requested that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) review the decision of the Panel. Such appeal stayed the delisting of the Company’s securities with Nasdaq; however, on December 19, 2024, the Listing Council affirmed the decision of the Panel. Although the Company continues to disagree with the Listing Council’s decision, as a result of such decision, Nasdaq ultimately filed a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the “Commission”) on August 8, 2025 that removed the Company’s securities from listing on Nasdaq. The Company’s shares of common stock are currently quoted on the OTC Markets Group Expert Market under the symbol “CFOR”. The Company is appealing Nasdaq’s delisting determination to the Commission. The parties have completed their submissions, and the matter is currently under review by the Commission, but no timetable for a final decision has been indicated. If the Company is unsuccessful with its appeal to the Commission, the Company plans to apply for relisting with The Nasdaq Stock Market LLC after meeting the relevant Nasdaq listing requirements. There can be no assurance that the Company will be able to relist with The Nasdaq Stock Market LLC.

~~Note~~The 2accompanying –unaudited ~~Going~~condensed ~~Concern~~consolidated financial statements do not include any adjustments related to the recoverability and ~~Management’s~~classification ~~Plans~~of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~The~~Note ~~accompanying~~3 ~~unaudited~~– ~~condensed~~Summary ~~consolidated financial statements have been prepared on a going concern basis, which contemplates the realization~~ of ~~assets~~Significant ~~and~~Accounting satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred significant losses from operations and negative operating cash flows. Historically, the Company has funded its operations primarily through external investor financing arrangements and strategic actions taken by the Company, but, in the near term, the Company anticipates funding its operations primarily through financing arrangements with AEI Capital Ltd., until the Company’s operating business is able to sustain its operations. Through the Company’s financing efforts, which include, among others, securities purchase agreements, warrant inducement agreements, and public offerings, the Company received gross proceeds of approximately $5.0 million in 2024.Policies

~~The~~Basis ~~Company has cash and cash equivalents~~ of $0.4 414,211 million as of September 30, 2025. In August 2024, the Company and AEI Capital Ltd. entered into a Securities Purchase Agreement (the “August 2024 Securities Purchase Agreement”), pursuant to which the Company has the right, in its sole discretion, to sell to AEI Capital Ltd. shares of the Company’s common stock having an aggregate value of up to $3.0 million. The purchase price for any shares sold under the August 2024 Securities Purchase Agreement is the closing sales price on the Nasdaq Capital Market of the Company’s common stock as of the date immediately prior to the date of sale. In addition, in October 2024, the Company and AEI Capital Ltd. entered into a First Amendment (the “Amendment”) to the August 2024 Securities Purchase Agreement providing for: (1) granting the Company the right, at its sole discretion, to sell two additional tranches of common stock to AEI Capital Ltd. of $3.0 million each, for an aggregate amount of $9.0 million under the Purchase Agreement; and (2) extending the Company’s ability to sell shares of common stock to AEI Capital Ltd. under the Purchase Agreement until December 31, 2025. Through September 30, 2025, the Company sold 1,079,109 shares of common stock to AEI Capital Ltd. for gross proceeds of $2.0 million before deducting offering expenses. Accordingly, the Company has the right, in its sole discretion, to sell to AEI Capital Ltd., at any time and from time to time prior to December 31, 2025, up to $7.0 million of additional shares of common stock. As a result, the Company believes that its current cash and its access to additional cash under the August 2024 Securities Purchase Agreement will allow the Company to fund operations in excess of 12 months from the issuance date of these financial statements.Presentation

~~On June 5, 2024, the Company received a letter from the listing staff of~~ The ~~Nasdaq Stock Market LLC (“Nasdaq”) that the~~ Company ~~was~~has noprepared ~~longer in compliance with~~ the ~~minimum~~accompanying ~~stockholders’~~unaudited ~~equity~~condensed ~~requirement~~consolidated ~~for~~financial ~~continued~~statements ~~listing on Nasdaq~~ pursuant to ~~Nasdaq Listing Rule 5550(b)(1) (~~the ~~“Stockholders’~~rules ~~Equity~~and ~~Rule”).~~regulations ~~The~~of ~~Stockholders’~~the ~~Equity~~Commission ~~Rule~~and ~~requires companies listed on~~ the ~~Nasdaq~~standards ~~Capital Market to maintain stockholders’ equity~~ of ataccounting ~~least~~measurement ~~$2,500,000~~set orforth toin ~~meet~~the ~~alternatives~~Interim ofReporting ~~market~~Topic ~~value~~ of ~~listed securities or net income from continuing operations, which~~ the ~~Company~~Financial ~~does~~Accounting ~~not~~Standards ~~currently~~Board ~~meet.~~(“FASB”) InAccounting ~~response~~Standards toCodification ~~the letter, the Company submitted its plan to regain compliance with the Stockholders’ Equity Rule to the Nasdaq Hearings Panel~~ (~~the~~ “~~Panel~~ASC”). ~~and~~Certain ~~requested~~information ~~additional~~and ~~time~~note todisclosures ~~regain~~normally ~~compliance~~included ~~with~~in ~~such~~annual ~~rule.~~financial Onstatements ~~August~~prepared ~~16,~~in ~~2024,~~accordance ~~following~~with ~~the~~accounting ~~Panel’s~~principles ~~review~~generally ofaccepted ~~the~~in ~~Company’s plan to regain compliance,~~ the ~~Company~~United ~~received~~States aof ~~letter~~America (~~the~~ “~~Notice~~GAAP”) ~~indicating~~have ~~that~~been ~~the~~condensed ~~Panel~~or ~~had determined to deny the Company’s request for continued listing on Nasdaq. Pursuant to the Notice~~omitted, ~~based~~although on the ~~preliminary nature of the~~ Company’s ~~plan,~~believes ~~the Panel determined~~ that the ~~Company~~disclosures ~~did~~made ~~not~~are ~~provide~~adequate ~~a definitive plan evidencing its ability~~ to ~~achieve~~make ~~near- and long-term compliance with~~ the ~~Stockholders’~~information ~~Equity~~not ~~Requirement~~misleading. The ~~Notice~~Company ~~also~~recommends ~~provided~~ that the ~~Company’s~~unaudited ~~securities~~condensed beconsolidated ~~suspended~~financial ~~from~~statements ~~trading~~be onread ~~the~~in ~~Nasdaq~~conjunction ~~Capital~~with ~~Market at~~ the ~~opening~~audited ofconsolidated ~~business~~financial onstatements ~~August 20, 2024. The Company submitted its appeal regarding the Panel’s determination on September 13, 2024~~ and ~~requested that~~ the ~~Nasdaq~~notes ~~Listing~~thereto ~~and~~included ~~Hearing~~in ~~Review Council (~~the ~~“Listing Council”) review the decision of the Panel. Such appeal stayed the delisting of the~~ Company’s ~~securities~~latest ~~with~~annual ~~Nasdaq;~~report ~~however,~~ on ~~December 19,~~Form ~~2024,~~10-K. ~~the~~In ~~Listing Council affirmed~~ the ~~decision~~opinion of ~~the Panel. Although the Company continues to disagree with the Listing Council’s decision~~management, asall aadjustments ~~result~~that ofare ~~such~~necessary ~~decision,~~for ~~Nasdaq ultimately filed~~ a ~~Form~~fair 25presentation ~~Notification~~ of ~~Delisting with~~ the ~~U.S. Securities and Exchange Commission (the “Commission”) on August 8, 2025 that removed the~~ Company’s ~~securities~~financial ~~from~~position ~~listing~~for ~~on Nasdaq. The filing of~~ the ~~Form~~periods 25presented ~~had~~have been ~~stayed~~reflected. ~~pending~~All ~~the~~adjustments ~~Company’s~~are ~~appeal~~ of ~~the~~a ~~Panel’s~~normal, ~~decision~~recurring tonature, ~~the~~unless ~~Listing~~otherwise ~~Council~~stated. The ~~Company’s~~interim ~~shares~~condensed ofconsolidated ~~common~~results ~~stock~~of operations are ~~currently~~not ~~traded~~necessarily onindicative of the ~~OTC~~results ~~Markets~~that ~~Group~~may ~~Pink~~occur ~~Limited~~for ~~Market under~~ the ~~symbol~~full ~~“OPGN~~fiscal year.” ~~Consistent~~The ~~with the Listing Council’s decision~~December 31, ~~the~~2025 ~~Company~~consolidated ~~plans~~balance tosheet ~~apply~~included ~~for~~herein ~~relisting~~was ~~with~~derived ~~The~~from ~~Nasdaq Stock Market LLC after meeting~~ the ~~relevant~~audited ~~Nasdaq~~consolidated ~~listing~~financial ~~requirements.~~statements ~~There~~but ~~can~~does benot noinclude ~~assurance~~all ~~that~~disclosures ~~the~~including ~~Company~~notes ~~will~~required beby ~~able~~GAAP tofor ~~relist~~complete ~~with~~financial ~~The Nasdaq Stock Market LLC~~statements.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.6

6The accompanying unaudited condensed consolidated financial statements consolidate the operations of all controlled subsidiaries; all intercompany activity is eliminated. The unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 include the balance sheet and income statement activity for CapForce International, the Company’s wholly-owned subsidiary. The unaudited condensed consolidated financial statements for the three months ended March 31, 2026 also include the activity of iCapX, the wholly-owned subsidiary of SIE which was acquired in December 2025, and CapForce Singapore, which was established in December 2025, both of which are wholly-owned subsidiaries of the Company.

~~Note~~Use ~~3 – Summary~~ of ~~Significant Accounting Policies~~Estimates

~~Basis~~In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of ~~presentation~~assets and ~~consolidation~~liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the accompanying unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, stock-based compensation, allowances for credit losses and inventory obsolescence, discount rates used to discount unpaid lease payments to present values, 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.

~~The~~Segment Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the standards of accounting measurement set forth in the Interim Reporting Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, although the Company believes that the disclosures made are adequate to make the information not misleading. The Company recommends that the unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K. In the opinion of management, all adjustments that are necessary for a fair presentation of the Company’s financial position for the periods presented have been reflected. All adjustments are of a normal, recurring nature, unless otherwise stated. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The December 31, 2024 consolidated balance sheet included herein was derived from the audited consolidated financial statements but does not include all disclosures including notes required by GAAP for complete financial statements.

The ~~accompanying~~Company’s ~~unaudited~~chief ~~condensed~~operating ~~consolidated~~decision ~~financial~~maker ~~statements~~(“CODM”) ~~include~~is the ~~accounts~~Company’s ofChief ~~OpGen;~~Executive ~~all intercompany transactions and balances have been eliminated~~Officer. The ~~accompanying~~CODM ~~unaudited~~is ~~condensed~~assisted ~~consolidated~~in ~~financial~~his ~~statements~~responsibilities ~~for~~of ~~the~~making ~~three~~decisions ~~and~~regarding ~~nine~~resource ~~months~~allocation ~~ended September 30, 2025 include the balance sheet~~ and ~~income~~performance ~~statement~~assessment ~~activity~~by ~~for CapForce,~~ the ~~Company’s~~leadership ~~wholly-owned subsidiary~~team.

~~Immaterial~~The ~~Out~~Company views its operations and manages its business as one operating segment. Following the Company’s repositioning, the Company offers listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges and the Company is developing a digital investment banking platform to support cross-ofborder securities trading, advanced computational model-~~Period~~enabled ~~Adjustments~~investment banking advisory, asset management services, and fintech-enabled capital table management. Segment profit or loss is measured as the Company’s net income (loss) as reported on the Company’s statement of operations. The Company monitors its cash and cash equivalents, as reported on the Company’s balance sheets, to determine funding for its activities.

~~During the~~The ~~three~~CODM ~~months~~assesses ~~ended March 31, 2024, the~~ Company ~~identified~~performance anthrough ~~immaterial error related to~~ the ~~calculation~~achievement of ~~preferred~~revenue ~~stock par~~goals, ~~value~~integration objectives and ~~additional~~cost ~~paid-in~~optimization ~~capital~~initiatives. ~~for~~In ~~the~~addition ~~Company’s~~to ~~Series D convertible preferred stock that impacted~~ the Company’s ~~previously~~Statement ~~issued~~of ~~2023~~Operations, ~~consolidated financial statements. Management evaluated~~ the ~~effect~~CODM ofis ~~the~~regularly ~~error~~provided onwith ~~the~~budgeted ~~2023~~ and ~~2024~~forecasted ~~consolidated~~expense ~~financial~~information ~~statements~~which ~~and~~is ~~concluded~~used ~~that~~to ~~the~~determine ~~error was not material. As a result, in~~ the ~~three months ended March 31, 2024, the~~ Company’s ~~recorded~~liquidity anneeds ~~out-of-period adjustment to decrease preferred stock par value~~ and ~~increase~~cash ~~additional paid-in capital, each by approximately $2~~allocation.~~5 thousand.~~

~~During the~~Foreign three months ended March 31, 2024, the Company identified an immaterial error related to the inclusion of balances of accumulated other comprehensive loss representing historic translation adjustments of previously dissolved subsidiaries that impacted the Company’s previously issued 2023 and 2022 consolidated financial statements. Management evaluated the effect of the error on the 2022, 2023, and 2024 consolidated financial statements and concluded that the error was not material. As a result, in the three months ended March 31, 2024, the Company recorded an out-of-period adjustment to increase the loss on deconsolidation of subsidiaries and decrease accumulated other comprehensive loss, each by approximately $75.1 75,138 thousand.Currency

~~Restatement~~iCapX and CapForce Singapore are located in Malaysia and Singapore, respectively, and each use a currency other than the United States dollar as its functional currency. As a result, all assets and liabilities of ~~Previously~~these ~~Issued~~entities ~~Financial~~are ~~Statements~~translated into United States dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are reported in accumulated other comprehensive income (loss), a component of stockholders’ equity. Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no current intent to settle such amounts in the foreseeable future, are included in the determination of net income (loss). Unless otherwise noted, all references to “$” or “dollar” refer to the United States dollar.

~~Subsequent~~Fair toValue ~~the filing~~ of ~~the~~Financial Company’s quarterly report on Form 10-Q for the three months ended March 31, 2024, the Company identified an error relating to the accounting treatment of an indemnification asset in the Company’s previously issued unaudited condensed consolidated financial statements included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2024 (the “Affected Period”). As a result, the Company filed an amended and restated quarterly report on Form 10-Q for the quarter ended March 31, 2024 to correct the error in the Affected Period by adjusting the following information for the three months ended March 31, 2024: (i) removing the previously recorded indemnification asset and gain on lease indemnification; and (ii) changing the accounting estimates related to the Company’s operating lease right-of-use asset and leasehold improvement property and equipment and recording a gain on impairment adjustment associated with the Rockville, Maryland office due to the identification of a subtenant during the quarter ended March 31, 2024. In total, the restatement and associated change in accounting estimates resulted in an incremental loss of approximately $0.1 million.Instruments

7Financial instruments classified as current assets and liabilities (including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value, because of the short-term maturities of those instruments.

~~Use of estimates~~7

InCash ~~preparing financial statements in conformity with GAAP, management is required to make estimates~~ and ~~assumptions~~Cash ~~that~~Equivalents ~~affect the reported amounts of assets~~ and ~~liabilities~~Restricted and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the accompanying unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, stock-based compensation, allowances for credit losses and inventory obsolescence, discount rates used to discount unpaid lease payments to present values, 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.Cash

~~Segment~~The ~~Reporting~~Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents deposited in financial institutions in which the balances occasionally exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000. The Company also holds a portion of its cash and cash equivalents in accounts with foreign financial institutions that are not federally insured. While the Company has not experienced any losses related to its cash concentrations, the Company may be subject to risks relating to its cash held in U.S. financial institutions in excess of the FDIC limit or in financial institutions that are not FDIC-insured.

~~The~~At ~~Company’s~~March 31, ~~chief~~2026 ~~operating~~and ~~decision~~December 31, ~~maker~~2025, ~~(“CODM”) is~~ the Company’s ~~Chief~~had ~~Executive~~funds ~~Officer.~~totaling ~~The~~$302,262 ~~CODM~~which isare ~~assisted~~required inas ~~his~~collateral ~~responsibilities~~for letters of ~~making~~credit ~~decisions~~benefiting ~~regarding~~a ~~resource~~landlord ~~allocation~~ and ~~performance~~information ~~assessment~~technology byvendor. These funds are reflected in other noncurrent assets on the ~~leadership~~accompanying ~~team~~unaudited condensed consolidated balance sheets.

The ~~Company~~following ~~views~~table ~~its~~provides operations and manages its business as one operating segment, focused on repositioning itself by offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges and entering the financial technology industry with a ~~focus~~reconciliation onof ~~developing~~cash and ~~supporting~~cash ~~advanced~~equivalents ~~digital investment banking activities, cross-border securities trading, advanced computational model-enabled investment banking advisory, asset management services,~~ and ~~FinTech-enabled~~restricted ~~capital~~cash ~~table~~reported ~~management.~~within ~~Segment profit or loss is measured as~~ the ~~Company’s~~condensed ~~net~~consolidated ~~income~~balance ~~(loss)~~sheets asthat ~~reported~~sum onto the ~~Company’s~~total ~~Statement~~ of ~~Operations.~~the ~~The~~same ~~Company~~amounts ~~monitors~~shown ~~its~~in ~~cash and cash equivalents, as reported on~~ the ~~Company’s~~condensed ~~Balance~~consolidated ~~Sheets,~~statements toof ~~determine~~cash ~~funding for its activities.~~flows:

The CODM assesses the Company’s performance through revenue goals and the achievement of integration objectives and cost optimization initiatives. In addition to the Company’s Statement of Operations, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation.


	March 31,
	2026		2025
Cash and cash equivalents	$	78,586	$	1,112,781
Restricted cash		302,262		302,262
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	380,848	$	1,415,043

~~Foreign~~Accounts ~~currency~~Receivable and Credit Concentration

The Company’s ~~previously~~accounts ~~had~~receivable ~~foreign~~result ~~subsidiaries~~from ~~that~~revenues ~~used~~earned ~~currencies~~but ~~other~~not ~~than~~yet ~~the~~collected Ufrom customers.S. ~~dollar~~Credit asis ~~their~~extended ~~functional~~based ~~currencies.~~on Asan evaluation of a ~~result,~~customer’s ~~all~~financial ~~assets~~condition and, ~~liabilities~~generally, ofcollateral ~~the~~is ~~subsidiaries~~not ~~were~~required. ~~translated~~Accounts ~~into~~receivable ~~U.S.~~are ~~dollars~~due ~~based~~within on30 ~~exchange~~to ~~rates~~90 days and are stated at ~~the~~amounts ~~end~~due from customers. The Company evaluates if an allowance is necessary by considering a number of ~~the~~factors, ~~reporting~~including ~~period.~~the ~~Income~~length ~~and~~of ~~expense~~time ~~items~~accounts ~~were~~receivable ~~translated~~are atpast due, the ~~average~~Company’s ~~exchange~~previous ~~rates~~loss ~~prevailing~~history ~~during~~and the ~~reporting~~customer’s ~~period~~current ability to pay its obligation. ~~Translation~~If ~~adjustments~~amounts ~~were~~become ~~reported~~uncollectible, inthey ~~accumulated~~are ~~other~~charged ~~comprehensive~~to ~~income~~operations ~~(loss),~~when athat ~~component~~determination is made. The allowance for credit losses was $0 as of ~~stockholders’~~March 31, ~~equity~~2026 and December 31, 2025.

~~Foreign~~At ~~currency~~March 31, ~~transaction~~2026, ~~gains~~the ~~and~~Company ~~losses,~~had ~~excluding~~accounts ~~gains~~receivable ~~and~~from ~~losses~~two oncustomers ~~intercompany~~that ~~balances~~individually ~~where~~represented ~~there~~79% isand no20% ~~current~~of ~~intent~~total toaccounts ~~settle~~receivable, ~~such~~respectively. ~~amounts~~At inDecember 31, 2025, the ~~foreseeable~~Company ~~future,~~had ~~are~~accounts ~~included~~receivable infrom ~~the~~two ~~determination~~customers ofthat ~~net~~individually ~~income~~represented ~~(loss).~~80% ~~Unless~~and ~~otherwise~~19% ~~noted~~of total accounts receivable, ~~all~~respectively. ~~references~~The toCompany ~~“$”~~did ornot ~~“dollar”~~earn ~~refer~~revenues toduring the ~~United~~three ~~States~~months ~~dollar~~ended March 31, 2026 or 2025.

~~Fair~~Investments ~~value~~in ofEquity ~~financial instruments~~Securities

~~Financial~~The ~~instruments~~Company ~~classified~~currently ashas ~~current~~a ~~assets~~single ~~and~~investment ~~liabilities~~in ~~(including~~equity ~~cash~~securities issued by a privately held entity. In the fourth quarter of 2024, CapForce International performed part of its listing sponsorship and ~~cash~~consulting ~~equivalents~~services and completed the first performance obligation, ~~receivables~~pursuant to the agreement with its client, ~~accounts~~generating ~~payable~~proceeds of $5.0 million in the client’s equity. During the second quarter of 2025, ~~deferred~~CapForce ~~revenue~~International completed the second performance obligation within the engagement agreement, earning proceeds of $4.0 million in the client’s equity. During the fourth quarter of 2025, CapForce International completed the remaining performance obligations within the engagement agreement, earning proceeds of $26.0 million in the client’s equity and ~~short-term~~$0.2 ~~notes~~million in cash consideration. The $26.0 million in the client’s equity consists of $12.0 million attributable to the original 2.1% interest previously assigned to CapForce International by AEI Capital and $14.0 million attributable to the separate 1.4% interest assigned to CapForce International by iCapX. The $200,000 of aggregate cash consideration consists of $120,000 attributable to the original assignment by AEI Capital and $80,000 attributable to the assignment by iCapX (see Note 5). ~~are~~The Company has elected to account for this investment using the measurement alternative as the investment does not have a readily determinable fair value. Pursuant to this alternative, the investment is carried at its estimated fair value calculated as its cost, ~~which~~minus ~~approximates~~any impairment. The Company will adjust the investment to fair value, ~~because~~only when it identifies observable price changes in orderly transactions for identical or similar investments of the ~~short-term~~same ~~maturities~~issuer. ofThe ~~those~~Company ~~instruments~~will evaluate the investment at each reporting period to determine whether the investment is impaired.

~~Cash and cash equivalents and restricted cash~~Inventory

~~The~~Inventory ~~Company~~is ~~considers~~entirely ~~all~~comprised ~~highly liquid instruments with original maturities~~ of ~~three~~the ~~months~~remaining orUnyvero ~~less~~system toinstruments beand ~~cash~~components ~~equivalents.~~and ~~The~~is ~~Company~~valued ~~has~~using ~~cash~~the ~~and~~first ~~cash equivalents deposited~~ in, ~~financial~~first ~~institutions~~out incost ~~which~~method ~~the~~and ~~balances~~stated ~~occasionally~~at ~~exceed~~ the ~~Federal~~lower ~~Deposit~~of ~~Insurance~~cost ~~Corporation~~or ~~(“FDIC”)~~net ~~insured~~realizable ~~limit of $250,000~~value. The ~~Company~~inventory ~~also holds a portion~~ of ~~its~~approximately ~~cash~~$1.2 ~~and~~million ~~cash~~at ~~equivalents~~both inMarch 31, ~~accounts~~2026 ~~with~~and ~~foreign~~December 31, ~~financial~~2025 ~~institutions~~is ~~that~~fully ~~are~~reserved ~~not~~given ~~federally~~the ~~insured.~~uncertainty ~~While~~surrounding the ~~Company~~net ~~has~~realizable ~~not~~value ~~experienced~~and ~~any~~future ~~losses~~demand ~~related~~for ~~to its cash concentrations,~~ the Company’s ~~may be subject to risks relating to its cash held in U~~products.~~S. financial institutions in excess of the FDIC limit or in financial institutions that are not FDIC-insured.~~

AtLong-Lived September 30, 2025 and December 31, 2024, the Company had funds totaling $302,262 which are required as collateral for letters of credit benefiting its landlord and a technology vendor. These funds are reflected in restricted cash on the accompanying unaudited condensed consolidated balance sheets.Assets

~~The~~Property ~~following table provides a reconciliation of cash~~ and ~~cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:~~Equipment

Schedule of reconciliation of cash, cash equivalents and restricted cash
	September 30, 2025		December 31, 2024		September 30, 2024		December 31, 2023
Cash and cash equivalents	$	414,211	$	1,310,653	$	1,633,166	$	1,151,823
Restricted cash		302,262		302,262		302,262		302,262
Total cash and cash equivalents and restricted cash in the condensed consolidated statements of cash flows	$	716,473	$	1,612,915	$	1,935,428	$	1,454,085

Property and equipment is 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. No impairment was identified in any of the periods presented.

~~Accounts receivable and Credit concentration~~Leases

The Company’s ~~accounts~~determines ~~receivable~~if ~~result~~an ~~from~~arrangement ~~revenues~~is ~~earned~~a ~~but~~lease ~~not~~at ~~yet~~inception. ~~collected~~For ~~from~~leases ~~customers.~~where ~~Credit~~the Company is ~~extended~~the ~~based~~lessee, onright-of-use an(“ROU”) ~~evaluation~~assets ofrepresent athe ~~customer~~Company’s ~~financial~~right ~~condition~~to ~~and,~~use ~~generally,~~the ~~collateral~~underlying isasset ~~not~~for ~~required.~~the ~~Accounts~~term ~~receivable~~of ~~are~~the ~~due~~lease ~~within~~and 30the lease liabilities represent an obligation to 90make ~~days~~lease payments arising from the lease. ROU assets and lease liabilities are ~~stated~~recognized at ~~amounts~~the ~~due~~lease ~~from~~commencement ~~customers~~date based on the present value of the future lease payments over the lease term. The Company ~~evaluates~~uses ifits anincremental ~~allowance~~borrowing israte ~~necessary~~based byon ~~considering~~the ainformation ~~number~~available at the commencement date of ~~factors,~~the ~~including~~underlying lease arrangement to determine the ~~length~~present value of ~~time~~lease ~~accounts~~payments. ~~receivable~~The ~~are~~ROU ~~past~~asset ~~due,~~also ~~the~~includes ~~Company’s~~any ~~previous~~prepaid ~~loss~~lease ~~history~~payments and ~~the~~any ~~customer’s~~lease ~~current~~incentives ~~ability~~received. The lease term to ~~pay~~calculate ~~its~~the ~~obligation.~~ROU Ifasset ~~amounts~~and ~~become~~related ~~uncollectible,~~lease ~~they~~liability ~~are~~includes ~~charged~~options to ~~operations~~extend or terminate the lease when it is reasonably certain that ~~determination~~the isCompany ~~made~~will exercise the option. The Company’s ~~concluded~~lease noagreements ~~allowance~~generally ~~was~~do ~~necessary~~not ascontain ofany ~~September 30,~~material ~~2025~~variable ~~and~~lease ~~December 31~~payments, ~~2024~~residual value guarantees or restrictive covenants.

AtLease ~~September 30,~~expense ~~2025,~~for ~~the~~operating ~~Company~~leases ~~had~~is ~~accounts~~recognized ~~receivable~~on ~~from~~a ~~one~~straight-line ~~customer~~basis ~~that~~over ~~individually~~the ~~represented~~lease ~~99%~~term ofas ~~total~~an ~~accounts~~operating ~~receivable.~~expense Atwhile ~~December~~expense ~~31,~~for ~~2024,~~financing ~~the~~leases ~~Company~~is ~~had~~recognized ~~accounts~~as ~~receivable~~depreciation ~~from~~expense ~~one~~and ~~customer~~interest ~~that~~expense ~~individually~~using ~~represented~~the ~~93%~~effective ofinterest ~~total~~method ~~accounts~~of ~~receivable~~recognition. The Company ~~did~~has ~~not~~made ~~generate~~certain ~~revenue~~accounting ~~during~~policy ~~the~~elections ~~three~~whereby ~~months~~the ~~ended~~Company ~~September~~(i) ~~30,~~does ~~2025.~~not ~~For~~recognize ~~the~~ROU ~~nine~~assets ~~months~~or ~~ended~~lease ~~September 30,~~liabilities ~~2025,~~for ~~revenue~~short-term ~~earned~~leases ~~from~~(those ~~one~~with ~~customer~~original ~~represented~~terms ~~100%~~ of ~~total~~12 ~~revenues. The Company did not generate revenue during the three~~ months ~~ended~~or ~~September~~less) ~~30,~~and ~~2024.~~(ii) ~~For~~combines ~~the~~lease ~~nine months ended September 30, 2024, revenue earned from two customers represented 48%~~ and ~~14%~~non-lease elements of ~~total~~our ~~revenues~~operating leases.

AtROU ~~December~~assets ~~31,~~are ~~2023,~~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 ~~had~~can ~~accounts~~identify ~~receivable~~assets. ~~totaling~~If ~~$103~~such assets are considered to be impaired,~~316~~ impairment is recognized as the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment was identified in any of the periods presented.

9Intangible Assets

~~Investments~~Intangible assets represent costs incurred related to the Company’s 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, as well as personnel and related costs for consultants directly involved in ~~equity~~the ~~securities~~development effort. Once the project is substantially complete and available for use, capitalized costs will be amortized on a straight-line basis over the asset’s estimated useful life.

~~The~~Intangible ~~Company~~assets ~~currently~~are ~~has~~reviewed afor ~~single~~impairment ~~investment~~whenever inevents ~~equity~~or ~~securities~~changes ~~issued~~in bycircumstances aindicate ~~privately~~that ~~held entity. In~~ the ~~fourth~~carrying ~~quarter~~amount of ~~2024, CapForce performed part of its listing sponsorship and consulting services and completed~~ the ~~first~~asset ~~performance~~may obligation within its agreement with a client, generating proceeds of $5.0 million in the client’s equity (see Note 5). The Company has elected to account for this investment using the measurement alternative as the investment does not ~~have~~be ~~a readily determinable fair value~~recoverable. ~~Pursuant~~No ~~to this alternative, the investment is carried at its estimated fair value calculated as its cost minus any~~ impairment. ~~The~~was ~~Company~~identified ~~will adjust the investment to fair value only when it identifies observable price changes~~ in ~~orderly~~any ~~transactions for identical or similar investments~~ of the ~~same~~periods ~~issuer~~presented. ~~The Company will evaluate the investment at each reporting period to determine whether the investment is impaired.~~

~~Inventory~~9

~~Inventory~~Revenue is entirely comprised of the remaining Unyvero system instruments and components and is valued using the first in, first out cost method and stated at the lower of cost or net realizable value. The inventory of approximately $1.2 million at both September 30, 2025 and December 31, 2024 is fully reserved given the uncertainty surrounding the net realizable value and future demand for the Company’s products.Recognition

~~Long-lived~~The ~~assets~~Company derives revenues primarily from offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges.

~~Property~~The 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 ~~equipment~~(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.

~~Property~~The ~~and~~Company ~~equipment~~defers isincremental ~~reviewed~~costs ~~for impairment whenever events or changes in circumstances indicate that the carrying amount~~ of anobtaining ~~asset~~a ~~may~~customer ~~not~~contract ~~be recoverable. Recoverability of assets to be held~~ and ~~used~~amortizes isthe ~~measured~~deferred bycosts aover ~~comparison of~~ the ~~carrying~~period ~~amount~~that ~~of an asset to future undiscounted net cash flows expected to be generated by~~ the ~~asset.~~goods ~~Recoverability measurement~~ and ~~estimation~~services ~~of undiscounted cash flows is performed at the lowest possible level for which the Company can identify assets. If such assets~~ are ~~considered~~transferred to ~~be impaired, impairment is recognized as~~ the ~~amount by which the carrying amount of the assets exceeds the fair value of the assets~~customer. InThe ~~the first quarter of 2024, the~~ Company ~~identified and subsequently entered into an agreement with a subtenant for its office space. As a result, the Company~~ had ano ~~change~~material inincremental ~~estimate~~costs ~~related~~ to ~~the~~obtain ~~impairment~~customer ofcontracts ~~its leasehold improvements and recognized a gain of $1.2 million~~ in ~~the~~any ~~six~~period ~~months ended June 30, 2024~~presented. ~~No impairment was identified during the nine months ended September 30, 2025.~~

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

~~The~~Research Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and ~~the~~Development lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date of the underlying lease arrangement to determine the present value of lease payments. The ROU asset also includes any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company’s lease agreements generally do not contain any material variable lease payments, residual value guarantees or restrictive covenants.Costs

~~Lease~~Research ~~expense~~and ~~for~~development ~~operating~~costs ~~leases~~are isexpensed ~~recognized on a straight-line basis over the lease term~~ as anincurred. ~~operating~~Research ~~expense while expense for financing leases is recognized as depreciation expense~~ and ~~interest~~development ~~expense~~costs ~~using~~primarily ~~the~~consist ~~effective interest method~~ of ~~recognition.~~fees ~~The~~to ~~Company~~develop, ~~has~~expand ~~made~~and ~~certain~~innovate ~~accounting policy elections whereby~~ the Company’s ~~(i)~~digital ~~does~~investment ~~not~~banking ~~recognize~~platform, ~~ROU~~salaries ~~assets~~and orrelated ~~lease~~expenses ~~liabilities~~ for ~~short-term~~personnel, ~~leases~~and ~~(those~~fees ~~with~~paid ~~original~~to ~~terms~~consultants ~~of 12 months or less)~~ and ~~(ii)~~outside ~~combines~~service ~~lease and non-lease elements of our operating leases~~providers.

10Stock-Based Compensation

~~ROU~~Stock-based ~~assets~~compensation ~~are~~expense ~~reviewed~~is ~~for~~recognized ~~impairment~~at ~~whenever~~fair ~~events~~value. orFor ~~changes~~stock inoptions, ~~circumstances indicate that~~ the ~~carrying~~fair ~~amount~~value of anstock-based ~~asset~~compensation ~~may not be recoverable. Recoverability of assets~~ to beemployees ~~held~~ and ~~used~~directors is ~~measured~~estimated byon ~~a comparison of~~ the ~~carrying~~date ~~amount~~ of angrant ~~asset~~using to the ~~future~~Black-Scholes ~~undiscounted net cash flows expected to be generated by the asset~~model. ~~Recoverability~~The ~~measurement~~resulting ~~and~~fair ~~estimation~~value ~~of undiscounted cash flows~~ is ~~performed~~recognized atratably ~~the~~over ~~lowest possible level for which~~ the ~~Company~~requisite ~~can~~service ~~identify assets. If such assets are considered to be impaired~~period, ~~impairment~~which is ~~recognized~~generally as the ~~amount~~vesting byperiod ~~which the carrying amount~~ of the ~~assets exceeds the fair value of the assets~~award. AsFor aall ~~result~~time-vesting ofawards ~~the identification of a subtenant for its office space discussed above~~granted, ~~the~~expense ~~Company~~is ~~had~~amortized ausing ~~change in estimate related to~~ the ~~impairment of its right~~straight-~~of-use~~line ~~asset~~attribution ~~and recognized a gain of $0~~method.8 ~~million~~The inCompany ~~the~~accounts ~~six~~for ~~months~~forfeitures ~~ended~~as ~~June 30,~~they ~~2024~~occur. ~~No impairment was identified during the nine months ended September 30, 2025.~~

~~Intangible~~Option ~~assets~~valuation 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. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award.

~~Intangible~~Income assets represent costs incurred related to the Company’s 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, as well as personnel and related costs for consultants directly involved in the development effort. Once the project is substantially complete and available for use, capitalized costs will be amortized on a straight-line basis over the asset’s estimated useful life.Taxes

~~Intangible~~Income ~~assets~~taxes are ~~reviewed~~accounted for ~~impairment~~under ~~whenever~~the ~~events~~asset orand ~~changes~~liability inmethod. ~~circumstances~~Deferred ~~indicate~~tax ~~that~~assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying ~~amount~~amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~asset~~years ~~may~~in ~~not~~which those temporary differences are expected to be ~~recoverable~~recovered or settled. NoThe ~~impairment~~effect ~~was~~on ~~identified~~deferred intax ~~any~~assets and liabilities of a change in tax rates is recognized in income in the ~~periods~~period ~~presented~~that includes the enactment date. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized.

~~Revenue~~Tax ~~recognition~~benefits are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially, and subsequently, measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts.

~~The Company derives revenues primarily from offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges.~~10

~~Prior~~The Company had federal net operating loss (“NOL”) carryforwards of approximately $288.1 million at December 31, 2025. NOLs created prior to ~~its~~2018 ~~repositioning~~began expiring in 2022 while those created 2018 and after do not expire. Despite the existence of federal NOLs, the Company ~~derived~~may ~~revenues~~have ~~from~~state ~~(i)~~tax ~~the~~requirements. ~~sale~~Also, use of ~~Unyvero~~the ~~Application~~NOL ~~cartridges,~~carryforwards ~~Unyvero~~may ~~Systems,~~be ~~Acuitas~~subject ~~AMR~~to ~~Gene~~an ~~Panel~~annual ~~systems~~limitation ~~and~~as ~~test~~provided ~~products,~~by ~~and~~Section 382 ~~SARS~~of ~~CoV-2~~the ~~tests~~Internal Revenue Code of 1986, as amended (iithe “Code”). ~~providing~~To ~~laboratory services~~date, the Company has not performed a formal study to determine if any of its remaining NOL and ~~(iii)~~credit ~~providing~~attributes ~~collaboration~~might ~~services~~be further limited due to the ownership change rules of Section 382 or Section 383 of the Code. The Company will continue to monitor this matter going forward. There can be no assurance that the NOL carryforwards will ever be fully utilized.

~~The~~Net ~~Company~~Income ~~analyzes its contracts to determine the appropriate revenue recognition using the following steps:~~ (iLoss) ~~identification~~Per 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.Share

~~The~~In ~~Company~~periods ~~recognizes~~of ~~revenues~~net ~~upon~~loss, ~~the~~basic ~~satisfaction~~loss ofper ~~its~~share ~~performance~~is ~~obligations~~computed ~~(upon~~by ~~transfer~~dividing net loss available to common stockholders by the weighted average number of ~~control~~shares of ~~promised~~common ~~goods~~stock oroutstanding ~~services~~during tothe ~~our~~period. ~~customers)~~The inCompany’s anSeries ~~amount~~D ~~that~~and ~~reflects~~E ~~the~~convertible ~~consideration~~preferred stock contain non-forfeitable rights to ~~which~~dividends, itand ~~expects~~are therefore considered to be ~~entitled~~participating securities in ~~exchange~~the ~~for~~periods in which each are outstanding; in periods of net income, the calculation of basic earnings per share excludes from the numerator net income attributable to the preferred stock and excludes the impact of those ~~goods~~shares orfrom ~~services~~the denominator.

~~The~~In ~~Company~~periods ~~defers~~of ~~incremental~~net ~~costs~~loss, diluted loss per share is calculated similarly to basic loss per share because the impact of ~~obtaining~~all apotential ~~customer~~dilutive ~~contract~~common ~~and~~shares ~~amortizes~~is anti-dilutive. In periods of net income, diluted earnings per share is computed using the ~~deferred~~more ~~costs~~dilutive ~~over~~of the ~~period~~“two ~~that~~class method” or the ~~goods~~“treasury ~~and~~method.” ~~services~~Dilutive ~~are~~earnings ~~transferred~~per share under the “two class method” is calculated by dividing net income available to common stockholders as adjusted for the ~~customer~~participating impacts of the preferred stock, by the weighted-average number of shares outstanding plus the dilutive impact of all other potential dilutive common shares, consisting primarily of common shares underlying common stock options and stock purchase warrants using the treasury stock method. ~~The~~Dilutive ~~Company~~earnings ~~had~~per noshare ~~material~~under ~~incremental~~the ~~costs~~“treasury stock method” is calculated by dividing net income available to ~~obtain~~common ~~customer~~stockholders ~~contracts~~by inthe ~~any~~weighted-average ~~period~~number ~~presented~~of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting primarily of common shares underlying common stock options and stock purchase warrants using the treasury stock method, and preferred stock using the if-converted method.

~~Deferred~~The ~~revenue~~number ~~results~~of ~~from~~anti-dilutive ~~amounts~~shares ~~billed~~consisting inof ~~advance~~common toshares ~~customers~~underlying or(i) ~~cash~~common ~~received~~stock options, (ii) restricted stock units, (iii) preferred stock and (iv) stock purchase warrants, which have been excluded from ~~customers~~the incomputation ~~advance~~of diluted income (loss) per share because their effect was anti-dilutive, was 1.2 million and 1.3 million shares, respectively, as of ~~services~~March 31, ~~being~~2026 ~~provided~~and 2025. None of the potentially dilutive securities had a dilutive impact during the three months ended March 31, 2026 and 2025 due to the Company’s net loss.

~~Research~~Recently ~~and~~Adopted ~~development~~Accounting ~~costs, net~~Pronouncements

~~Research~~In ~~and~~2025, ~~development~~the ~~costs~~Company ~~are~~adopted ~~expensed~~ASU ~~as incurred~~No. ~~Research~~2023-09: ~~and~~Income ~~development~~Taxes ~~costs~~(Topic ~~primarily~~740): ~~consist~~Improvements ofto ~~fees~~Income toTax ~~expand~~Disclosures ~~and~~that ~~innovate~~requires ~~CapForce’s~~entities ~~digital~~to ~~investment~~disclose ~~banking~~additional ~~platform~~information about federal, ~~salaries~~state, and foreign income taxes primarily related ~~expenses~~to ~~for~~the ~~personnel,~~income tax rate reconciliation and ~~fees~~income taxes paid. The new standard also eliminates certain existing disclosure requirements related to ~~consultants~~uncertain tax positions and ~~outside~~unrecognized ~~service~~deferred ~~providers~~tax liabilities. ~~Prior~~The toadoption ~~the~~of ~~Company’s~~ASU ~~repositioning,~~No. ~~research~~2023-09 ~~and~~did ~~development~~not ~~costs~~affect ~~also~~recognition ~~included~~or ~~laboratory~~measurement ~~supplies~~in ~~and~~the ~~development~~Company’s ~~materials~~unaudited condensed consolidated financial statements.

11In 2026, the Company adopted ASU No. 2025-05: Financial Instruments-Credit Losses which amends topic 326. Specifically, the ASU provides a practical expedient whereby an entity can assume that current conditions as of the balance sheet date will not change for the remaining life of the asset (e.g., the account receivable). The adoption of ASU No. 2025-05 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

~~Stock-based compensation~~11

~~Stock-based~~Recently ~~compensation~~Issued ~~expense~~Accounting is recognized at fair value. The fair value of stock-based compensation to employees and directors is estimated on the date of grant including using the Black-Scholes model for stock options. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the award. For all time-vesting awards granted, expense is amortized using the straight-line attribution method. The Company accounts for forfeitures as they occur.Pronouncements

~~Option~~In ~~valuation~~September 2025, ~~models~~the FASB issued ASU No. 2025-06, ~~including~~which amends the ~~Black-Scholes~~guidance ~~model~~on ASC 350-40, ~~require~~Intangibles ~~the~~– ~~input~~Goodwill ofand ~~highly~~Other ~~subjective~~– ~~assumptions~~Internal-Use Software. Specifically, ~~and~~the ~~changes~~ASU inmodernized the ~~assumptions~~recognition ~~used~~and ~~can~~disclosure ~~materially~~framework ~~affect~~for internal-use software costs, removing the ~~grant-date~~previous ~~fair~~“development ~~value~~stage” ofmodel anand ~~award~~introducing a more judgment-based approach. ~~These~~The ~~assumptions~~guidance ~~include~~is effective for the ~~risk-free~~Company’s ~~rate~~fiscal ofyear ~~interest~~ending December 31, ~~expected~~2028 ~~dividend~~and ~~yield,~~can ~~expected~~be ~~volatility~~adopted ~~and~~early. ~~the~~The ~~expected~~Company ~~life~~is in the process of evaluating the ~~award~~effects of this guidance on its unaudited condensed consolidated financial statements.

~~Income~~In ~~taxes~~September 2025, the FASB issued ASU No. 2025-07, which, among other things, provides scope clarification for share-based non-cash consideration from a customer in a revenue contract. Specifically, the ASU clarifies that share-based payments from customers in exchange for the transfer of goods or services should be accounted for as non-cash consideration within the scope of ASC 606 as opposed to as a derivative pursuant to ASC 815 or as an equity security pursuant to ASC 321. This guidance is effective for the Company’s fiscal year ending December 31, 2027 and can be adopted early. The Company is in the process of evaluating the effects of this guidance on its unaudited condensed consolidated financial statements.

~~Income~~The ~~taxes~~Company ~~are~~has ~~accounted~~evaluated ~~for~~all ~~under~~other ~~the~~issued ~~asset~~ and ~~liability~~unadopted ~~method.~~ASUs ~~Deferred tax assets~~ and ~~liabilities~~believes ~~are recognized for~~ the ~~expected~~adoption ~~future tax consequences attributable to temporary differences between financial statement carrying amounts~~ of ~~existing~~these ~~assets~~standards ~~and~~will ~~liabilities~~not ~~and~~have ~~their~~a ~~respective~~material ~~tax~~impact basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on ~~deferred~~its ~~tax~~results ~~assets and liabilities~~ of aoperations, ~~change~~financial inposition ~~tax~~or ~~rates~~cash ~~is recognized in income in the period that includes the enactment date~~flows. ~~A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized.~~

~~Tax~~Note ~~benefits~~4 ~~are~~– ~~initially~~Revenue ~~recognized~~from inContracts the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially, and subsequently, measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with ~~the tax authority, assuming full knowledge of the position and all relevant facts.~~Customers

The Company ~~had~~provides ~~federal~~listing ~~net~~sponsorship ~~operating loss (“NOL”) carryforwards of approximately $227.1 million at December 31, 2024. NOLs created prior to 2018 began expiring in 2022 while those created 2018~~ and ~~after~~consulting doservices ~~not expire. Despite the existence of federal NOLs, the Company may have state tax requirements. Also, use of the NOL carryforwards may be subject~~ to angrowth-stage ~~annual~~private ~~limitation as provided by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”)~~companies. ToThe ~~date, the~~ Company ~~has~~did not ~~performed~~recognize ~~a formal study to determine if~~ any ofrevenue ~~its~~during ~~remaining NOL and credit attributes might be further limited due to~~ the ~~ownership~~three ~~change~~months ~~rules~~ended ~~of Section~~March ~~382~~31, or2026 ~~Section 383~~and ~~of the Code~~2025. ~~The Company will continue to monitor this matter going forward. There can be no assurance that the NOL carryforwards will ever be fully utilized.~~

~~Net~~Note ~~income~~5 ~~(loss)~~– ~~per~~Investment ~~share~~in Equity Securities

In ~~periods~~January 2024, ofAEI ~~net~~Capital, ~~loss~~the Company’s controlling stockholder, ~~basic~~entered ~~loss~~into ~~per~~an ~~share~~advisory isengagement ~~computed~~with bya ~~dividing~~client, ~~net~~a ~~loss~~privately ~~available~~held company, pursuant to ~~common~~which ~~stockholders~~AEI byCapital ~~the~~became ~~weighted~~entitled ~~average~~to ~~number~~advisory fees consisting of ~~shares~~equity interests representing 3.5% of ~~common~~the ~~stock~~client’s outstanding ~~during~~equity ~~the~~and ~~period~~cash consideration of $200,000. ~~The~~In ~~Company’s~~October 2024, ~~Series~~CapForce DInternational ~~and~~entered Einto ~~convertible~~an ~~preferred~~assignment ~~stock~~agreement ~~contain~~with ~~non-forfeitable~~AEI ~~rights~~Capital pursuant to ~~dividends~~which AEI Capital assigned to CapForce International a portion of AEI Capital’s rights and, ~~therefore~~obligations under the engagement, ~~are~~including ~~considered~~advisory tofees beconsisting ~~participating~~of ~~securities;~~equity ininterests ~~periods~~representing 2.1% of ~~net~~the ~~income,~~client’s ~~the~~outstanding ~~calculation~~equity and cash consideration of ~~basic~~$120,000. ~~earnings~~Following ~~per~~the ~~share~~assignment, ~~excludes~~CapForce ~~from~~International satisfied the ~~numerator~~first ~~net~~performance ~~income~~obligation ~~attributable~~under tothe engagement during the ~~preferred~~fourth ~~stock~~quarter of 2024 and ~~excludes~~earned equity consideration with a fair value of $5.0 million. During the ~~impact~~second quarter of ~~those~~2025, ~~shares~~CapForce ~~from~~International satisfied another performance obligation under the ~~denominator~~engagement and earned additional equity consideration with a fair value of $4.0 million.

InOn ~~periods~~December 1, ~~of net loss~~2025, ~~diluted~~the ~~loss~~Company ~~per~~acquired ~~share~~all isthe ~~calculated~~issued ~~similarly~~and tooutstanding ~~basic~~shares ~~loss~~of ~~per~~Sun ~~share~~Investment ~~because~~Enterprises ~~the~~Limited, ~~impact~~or ofSIE, ~~all~~a ~~potential~~holding ~~dilutive~~company ~~common~~that ~~shares~~owns isiCapX ~~anti-dilutive~~Sdn. InBhd. ~~periods of net income~~(“iCapX”), ~~diluted~~a ~~earnings~~Malaysia-based ~~per~~provider ~~share~~of iscap ~~computed~~table ~~using~~management ~~the~~fintech ~~more~~platform ~~dilutive~~services ofand ~~the~~related ~~“two~~corporate ~~class~~advisory ~~method”~~services. orPrior to the ~~“treasury~~acquisition, ~~method.”~~iCapX ~~Dilutive~~had ~~earnings~~been ~~per~~assigned ~~share~~a ~~under~~portion of the ~~“two~~advisory ~~class~~engagement ~~method”~~described isabove, ~~calculated~~consisting byof ~~dividing~~advisory ~~net~~fees ~~income~~equivalent ~~available~~ to ~~common~~1.4% ~~stockholders~~of asthe ~~adjusted~~client’s ~~for~~outstanding ~~the~~equity ~~participating~~interests ~~impacts~~and cash consideration of ~~the~~$80,000. ~~preferred~~On ~~stock~~December 30, by2025, ~~the~~iCapX ~~weighted-average~~assigned ~~number~~its ofrights ~~shares~~and ~~outstanding~~obligations ~~plus~~under that portion of the ~~dilutive~~engagement ~~impact~~to ofCapForce ~~all~~International. ~~other~~During ~~potential~~the ~~dilutive~~fourth ~~common~~quarter ~~shares~~of 2025, ~~consisting~~CapForce ~~primarily~~International ofsatisfied ~~common~~the ~~shares~~remaining ~~underlying~~performance ~~common~~obligations ~~stock~~under ~~options~~the engagement and ~~stock~~earned ~~purchase~~aggregate ~~warrants~~equity ~~using~~consideration ~~the~~with ~~treasury~~a ~~stock~~fair ~~method.~~value ~~Dilutive~~of ~~earnings~~$26.0 ~~per~~million, ~~share~~consisting ~~under~~of ~~the~~$12.0 ~~“treasury~~million ~~stock~~attributable ~~method”~~to isthe ~~calculated~~original by2.1% ~~dividing~~interest ~~net~~previously ~~income~~assigned ~~available~~ to ~~common~~CapForce ~~stockholders~~International by ~~the~~AEI ~~weighted-average~~Capital ~~number~~and of$14.0 ~~shares~~million ~~outstanding~~attributable ~~plus~~to the ~~dilutive~~separate ~~impact~~1.4% ofinterest ~~all~~assigned ~~potential~~by ~~dilutive~~iCapX. ~~common~~CapForce ~~shares,~~International ~~consisting~~also ~~primarily~~earned ofaggregate ~~common~~cash ~~shares~~consideration ~~underlying~~of ~~common~~$200,000, ~~stock~~consisting ~~options~~of ~~and~~$120,000 ~~stock~~attributable ~~purchase~~to ~~warrants~~the ~~using~~original ~~the~~assignment ~~treasury~~by ~~stock~~AEI ~~method,~~Capital and ~~preferred~~$80,000 ~~stock~~attributable ~~using~~to the ~~if-converted~~separate ~~method~~assignment by iCapX (see Note 12).

~~The~~In connection with the Company’s ~~has~~advisory ~~calculated~~services ~~basic~~for the client, pursuant to a services agreement between CapForce International and ~~diluted~~the ~~earnings~~European Credit Investment Bank (~~loss~~“ECIB”), ~~per~~CapForce ~~share~~International ~~for~~owes ECIB $3,020,000 in shares of the ~~three~~client’s ~~and~~equity ~~nine~~for ~~months~~its ~~ended~~investment ~~September 30,~~banking ~~2025~~services. Such amount remains accrued and ~~2024~~unpaid as ~~follows:~~of March 31, 2026.

Schedule of earnings per share, basic and diluted
	Basic						Diluted
	Three months ended September 30,						Three months ended September 30,
	2025			2024			2025			2024
Net (loss) income	$	(608,730	)	$	8,931,078		$	(608,730	)	$	8,931,078
Net income allocated to preferred stock		-			(690,467	)		-			-
Net (loss) income available to common stockholders	$	(608,730	)	$	8,240,611		$	(608,730	)	$	8,931,078
Basic weighted average shares outstanding		10,071,286			5,760,214			10,071,286			5,760,214
Dilutive effect of stock preferred stock								-			843,590
Dilutive weighted average shares outstanding								10,071,286			6,603,804
(Loss) earnings per share	$	(0.06	)	$	1.43		$	(0.06	)	$	1.35

The CEO of AEI Capital and former CEO and current Chairman of the Board of Directors of CapForce Inc., serves as a member of the Board of Directors of the advisory engagement client, making the client a related party. The agreements between the client, AEI Capital, iCapX, and CapForce International were conducted in the ordinary course of business and on terms the Company believes are 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.

	Basic						Diluted
	Nine months ended September 30,						Nine months ended September 30,
	2025			2024			2025		2024
Net income	$	2,493,129		$	7,642,696		$	2,493,129	$	7,642,696
Net income allocated to preferred stock		(15,034	)		(519,161	)		-		-
Net income available to common stockholders	$	2,478,095		$	7,123,535		$	2,493,129	$	7,642,696
Basic weighted average shares outstanding		10,071,218			2,837,744			10,071,218		2,837,744
Dilutive effect of preferred stock								61,100		733,761
Dilutive effect of restricted stock units								62,983		-
Dilutive weighted average shares outstanding								10,195,301		3,571,505
Earnings per share	$	0.25		$	2.51		$	0.24	$	2.14

As of March 31, 2026 and 2025, the Company held an investment in the equity securities of the client valued at $35.0 million and $5.0 million, respectively, which is classified as a non-current asset on the accompanying unaudited condensed consolidated balance sheet. The investment was received as consideration for services rendered and represents a non-controlling equity interest in a privately held entity.

~~None~~The Company estimated the fair value of the ~~potential~~investment ~~dilutive~~based ~~securities~~on ~~had~~an aanticipated ~~dilutive~~initial ~~impact~~public ~~during~~offering by the ~~three~~client expected to occur within the next twelve months. ~~ended~~The ~~September 30~~estimated valuation is derived from pricing and valuation metrics provided by the issuer and underwriters in connection with the planned initial public offering. This estimate is subject to significant judgment and market risk and is not based on observable inputs. In the event the final initial public offering valuation results in proceeds to the Company of less than $35.0 million for these shares of equity securities, ~~2025~~the ~~due~~client has contractually agreed to issue additional shares to the Company’s ~~net~~to ~~loss~~ensure that the total value of the equity consideration received equals $35.0 million. The Company accounts for this investment under ASC 321, Investments – Equity Securities. Since the equity securities do not have a readily determinable fair value, the Company has elected the measurement alternative and, accordingly, it is carried at its estimated fair value calculated as its cost less any impairment charges until such time as there is evidence of an orderly transaction. As of March 31, 2026, no fair value adjustments have been recognized, nor have there been any impairment charges. This investment is considered a financial asset that is measured at fair value on a non-recurring basis.

~~The~~Note ~~number~~6 of– ~~anti-dilutive shares,~~Fair ~~consisting~~Value of common shares underlying (i) preferred stock, (ii) common stock options, (iii) restricted stock units and (iv) stock purchase warrants, which have been excluded from the computation of diluted income per share, was 1.4 million shares and 1.1 million shares for the three and nine months ended September 30, 2025, respectively.Measurements

The ~~number~~carrying value of ~~anti~~short-~~dilutive~~term ~~shares~~instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for ~~both~~these instruments. The Company has elected to account for its single investment using the ~~three~~measurement alternative and ~~nine~~it ~~months~~is ~~ended~~considered ~~September 30,~~a ~~2024,~~financial ~~consisting~~instrument ofaccounted ~~common~~for ~~shares~~at ~~underlying~~fair ~~(i)~~value ~~preferred~~on ~~stock,~~a ~~(ii)~~non-recurring ~~common~~basis. ~~stock~~Fair ~~options,~~value ~~(iii)~~is ~~restricted~~defined ~~stock~~as ~~units~~the ~~and~~exchange price that would be received for an asset or paid to transfer a liability (ivan exit price) ~~stock~~in ~~purchase~~the ~~warrants,~~principal ~~which~~or ~~have~~most ~~been~~advantageous ~~excluded~~market ~~from~~for the ~~computation~~asset ofor ~~diluted~~liability ~~income~~in ~~per~~an ~~share,~~orderly ~~was~~transaction 1between market participants on the measurement date.2 ~~million~~Valuation ~~shares~~techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

13● Level 1 - defined as observable inputs such as quoted prices in active markets;

~~Recently~~● ~~issued~~Level ~~accounting~~2 ~~standards~~- defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

In● ~~July~~Level ~~2025,~~3 ~~the~~- ~~FASB~~defined ~~issued~~as ~~ASU~~unobservable ~~No.~~inputs ~~2025-05:~~in ~~Financial~~which ~~Instruments-Credit~~little ~~Losses~~or ~~which~~no ~~amends~~market ~~Topic~~data ~~326. Specifically~~exists, ~~the~~therefore ~~ASU~~requiring ~~provides a practical expedient whereby~~ an entity ~~can~~to ~~assume~~develop ~~that~~its ~~current~~own ~~conditions~~assumptions such as ofexpected ~~the~~revenue ~~balance~~growth ~~sheet date will not change for the remaining life of the asset (e.g., the accounts receivable). This guidance is effective for the Company’s fiscal year ending December 31, 2026~~ and ~~can~~discount befactors ~~adopted~~applied ~~early.~~to ~~The~~cash ~~Company~~flow ~~is in the process of evaluating the effects of this guidance on its condensed consolidated financial statements~~projections.

InFor ~~September 2025,~~ the ~~FASB~~three ~~issued~~months ~~ASU~~ended ~~2025-06~~March 31, ~~which~~2026 ~~amends the guidance on ASC 350-40, Intangibles – Goodwill~~ and ~~Other – Internal-Use Software. Specifically~~2025, the ASU modernized the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. The guidance is effective for the Company’s ~~fiscal~~has ~~year~~not ~~ending~~transferred ~~December~~any ~~31,~~assets ~~2028~~between ~~and~~fair ~~can~~value bemeasurement ~~adopted early~~levels. ~~The Company is in the process of evaluating the effects of this guidance on its condensed consolidated financial statements.~~

In September 2025, the FASB issued ASU 2025-07, which, among other things, provides scope clarification for share-based non-cash consideration from a customer in a revenue contract. Specifically, the ASU clarifies that share-based payments from customers in exchange for the transfer of goods or services should be accounted for as non-cash consideration within the scope of ASC 606 as opposed to as a derivative pursuant to ASC 815 or as an equity security pursuant to ASC 321. This guidance is effective for the Company’s fiscal year ending December 31, 2027 and can be adopted early. The Company is in the process of evaluating the effects of this guidance on its condensed consolidated financial statements.13

~~The~~Financial ~~Company~~assets ~~has evaluated all other issued~~ and ~~unadopted~~liabilities ~~ASUs~~measured ~~and~~at ~~believes~~fair ~~the~~value ~~adoption~~on ~~of these standards will not have~~ a ~~material~~recurring ~~impact on its results of operations, financial position or cash flows.~~basis

~~Note~~The 4Company –does ~~Revenue~~not ~~from~~have ~~contracts~~any ~~with~~financial ~~customers~~assets or liabilities measured at fair value on a recurring basis.

~~Disaggregated~~Financial ~~revenue~~assets and liabilities carried at fair value on a non-recurring basis

~~The~~As disclosed in Note 5, as of March 31, 2026 and 2025, the Company ~~provides~~held ~~listing~~an ~~sponsorship~~investment in the equity securities valued at $35.0 million and ~~consulting~~$5.0 ~~services~~million, torespectively, ~~growth~~which is classified as a non-~~stage~~current ~~private~~asset ~~companies~~on the accompanying unaudited condensed consolidated balance sheets. The investment was received as consideration for services rendered and represents a non-controlling equity interest in a privately held entity. The Company accounts for this investment under ASC 321, ~~prior~~Investments to– ~~its~~Equity ~~repositioning~~Securities. Since the equity securities do not have a readily determinable fair value, the Company ~~provided~~has ~~diagnostic~~elected ~~test~~the ~~products~~measurement alternative and, ~~laboratory~~accordingly, ~~services~~it tois ~~hospitals,~~carried ~~clinical~~at ~~laboratories~~its ~~and~~estimated ~~other~~fair ~~healthcare~~value ~~providing~~calculated ~~customers.~~as ~~The~~its ~~revenues~~cost byless ~~type~~any ofimpairment ~~service~~charges ~~consist~~until such time as there is evidence of an orderly transaction. No fair value adjustments have been recognized, nor have there been any impairment charges for the ~~following:~~periods presented.

Schedule of revenues by type of service
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Product sales	$	-	$	-	$	-	$	169,373
Laboratory services		-		-		-		26,776
Listing sponsorship services		-		-		4,000,000		-
Total revenue	$	-	$	-	$	4,000,000	$	196,149

Non-financial assets and liabilities carried at fair value on a recurring basis

~~Revenues~~The byCompany ~~geography~~does ~~are~~not ashave ~~follows:~~any non-financial assets or liabilities measured at fair value on a recurring basis.

Schedule of revenues by geography
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Domestic	$	-	$	-	$	-	$	196,149
International		-		-		4,000,000		-
Total revenue	$	-	$	-	$	4,000,000	$	196,149

Non-financial assets and liabilities carried at fair value on a non-recurring basis

14The Company measures its long-lived assets, including property and equipment and lease assets, at fair value on a non-recurring basis when a triggering event requires such evaluation. During the three months ended March 31, 2026 and 2025, the Company did not record any impairment charges.

~~Deferred~~Note ~~revenue~~7 – Short-Term Insurance Financing

~~Changes~~In inMay 2025, ~~deferred~~the ~~revenue~~ Company entered into an agreement to finance a portion of the premium for its directors and officers insurance policy for the ~~nine~~policy ~~months~~period ~~ended~~of ~~September~~May 2025 30through May 2026. The agreement provides for financing of approximately $284,000 ~~2024~~of ~~were~~the premium, which financing will be repaid in 10 equal monthly installments of approximately $29,000 each through March 2026 and accrued interest at 6.85%. The loan was paid in full as ~~follows:~~of March 31, 2026.

Schedule of changes in deferred revenue
Balance at December 31, 2023	$	25,926
Recognized		(21,096	)
Refunded to customers		(4,830	)
Balance at September 30, 2024	$	-

In May 2024, the Company entered into an agreement to finance a portion of the premium for its directors and officers insurance policy for the policy period of May 2024 through May 2025. The agreement provided for financing of approximately $301,000 of the premium, which financing would be repaid in 10 equal monthly installments of approximately $31,000 each through March 2025 and accrued interest at 7.75%. The loan was paid in full as of March 31, 2025.

~~Note~~Interest 5expense –on ~~Investment~~short interm ~~equity~~insurance ~~securities~~financing was $995 and $3,238 for the three months ended March 31, 2026 and 2025, respectively.

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, under the Engagement Agreement, 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”).14

OnNote ~~October~~8 2,– ~~2024,~~Accrued 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 completed the first performance obligation within the Engagement Agreement in the fourth quarter of 2024, earning proceeds of $5.0 million in the Client’s equity. During the second quarter of 2025, CapForce completed the second performance obligation within the Engagement Agreement, earning proceeds of $4.0 million in the Client’s equity. Since the $4.0 million in the Client’s equity was not issued to CapForce as of September 30, 2025, such proceeds are recorded to accounts receivable within the Company’s unaudited condensed consolidated balance sheet for the period.Liabilities

~~The~~Accrued ~~CEO~~liabilities ofconsisted ~~AEI Capital Ltd. and OpGen, Inc. serves as a member~~ of the ~~Board~~following ofat ~~Directors of the Client~~March 31, ~~making~~2026 ~~the Client a related party. The Engagement Agreement~~ and ~~Assignment~~December 31, 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.2025:

As of September 30, 2025, the Company held an investment in the equity securities of the Client valued at $5.0 million, which is classified as a current asset on the accompanying unaudited condensed consolidated balance sheet. The investment was received as consideration for services rendered and represents a non-controlling equity interest in a privately held entity.

Schedule of accrued liabilities
	March 31,		December 31,
	2026		2025
Accrued service fees	$	3,020,000	$	3,020,000
Accrued other		142,757		131,485
Total accrued liabilities	$	3,162,757	$	3,151,485

~~The~~Note ~~Company~~9 ~~estimated~~– ~~the~~Stockholders’ fair value of the investment based on an anticipated initial public offering by the Client expected to occur within the next twelve months. The estimated valuation is derived from pricing and valuation metrics provided by the issuer and underwriters in connection with the planned initial public offering. This estimate is subject to significant judgment and market risk and is not based on observable inputs. In the event the final initial public offering valuation results in proceeds to the Company of less than $5.0 million for these shares of equity securities, the Client has contractually agreed to issue additional shares to the Company to ensure that the total value of the equity consideration received for this first performance obligation equals $5.0 million.Equity

~~The~~Common Company accounts for this investment under ASC 321, Investments – Equity Securities. Since the equity securities do not have a readily determinable fair value, the Company has elected the measurement alternative and, accordingly, it is carried at its estimated fair value calculated as its cost less any impairment charges until such time as there is evidence of an orderly transaction. As of September 30, 2025, no fair value adjustments have been recognized, nor have there been any impairment charges. This investment is considered a financial asset that is measured at fair value on a non-recurring basis.Stock

15As of March 31, 2026, the Company had 100,000,000 shares of authorized common stock, of which 12,368,008 shares were issued and outstanding.

~~Note~~Preferred ~~6 – Fair value measurements~~Stock

~~The~~As ~~carrying value~~ of ~~short-term instruments~~March 31, ~~including cash and cash equivalents~~2026, ~~accounts payable and accrued expenses approximate fair value due to~~ the ~~relatively short period to maturity for these instruments. The~~ Company ~~has~~had ~~elected~~10,000,000 toshares ~~account~~of ~~for~~authorized ~~its~~preferred ~~single~~stock, ~~investment~~of ~~using~~which ~~the~~1,000 ~~measurement~~shares ~~alternative~~were ~~and~~designated ~~it is considered a financial instrument accounted for at fair value on a non-recurring basis. Fair value is defined~~ as ~~the~~Series ~~exchange~~D ~~price~~Preferred ~~that~~Stock, ~~would~~of bewhich ~~received~~250 ~~for~~shares anwere ~~asset~~issued or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and ~~minimize the use of unobservable inputs~~outstanding. ~~The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:~~

●In ~~Level~~October 2023, the Company entered into a Preferred Stock Purchase Agreement (the “October 2023 Purchase Agreement”) with a single investor, pursuant to which the Company agreed to issue and sell to the investor in a private placement (the “Private Placement”) 1,000 -shares ~~defined~~of asthe ~~observable~~Company’s ~~inputs~~Series ~~such~~D asPreferred ~~quoted~~Stock, ~~prices~~par value $0.01 per share (the “Preferred Stock”) at a price of $1,000 per share for expected aggregate gross proceeds of $1.0 million before deducting offering expenses. The investor funded $250,000 of the purchase price under the October 2023 Purchase Agreement in ~~active~~November 2023 ~~markets;~~and was issued 250 shares in consideration for the partial payment. As of March 31, 2026, all 250 Series D Preferred Shares remain outstanding and the remaining $750,000 of the purchase price remains unpaid. The Company reserves all rights and remedies arising from the investor’s failure to close the transaction, and the Company continues to consider the investor in breach of the Purchase Agreement until the remaining amount is paid in full.

●Pursuant ~~Level~~to 2the -October 2023 ~~defined~~Purchase asAgreement, ~~inputs~~the ~~other~~Company ~~than~~filed ~~quoted~~a ~~prices~~certificate inof ~~active~~designation ~~markets~~(the “Series D Certificate of Designation”) with the Secretary of State of the State of Delaware designating the rights, preferences and limitations of the shares of preferred stock. The Series D Certificate of Designation provides that the shares of preferred stock have a stated value of $1,000 per share and are ~~either~~convertible ~~directly~~into shares of common stock, par value $0.01 per share, of the Company at a price of $4.09 per share, subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, or ~~indirectly~~similar ~~observable;~~events affecting the common stock. The preferred stock may be converted at any time at the option of the holder. Notwithstanding the foregoing, the Series D Certificate of Designation provides that in no event will the preferred stock be convertible into common stock in a manner that would result in the holder, its permitted transferees and affiliates holding more than 19.99% (together with any shares of common stock otherwise held by the investor, its permitted transferees and their affiliates) of the then issued and outstanding common stock (the “Ownership Limitation”), prior to the date that the Company’s stockholders approve the issuance of shares of common stock to the holder upon conversion of the preferred stock. Upon receipt of stockholder approval, the shares of preferred stock will automatically be converted into shares of common stock without further action of the holder thereof.

● Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions such as expected revenue growth and discount factors applied to cash flow projections.15

~~For~~AEI ~~the~~Capital ~~three and nine months ended September 30, 2025 and 2024, the Company has not transferred any assets between fair value measurement levels.~~Transactions

~~Financial~~In ~~assets~~2024, the Company entered into a Securities Purchase Agreement, as amended (the “2024 Securities Purchase Agreement”) with AEI Capital, pursuant to which the Company has the right, in its sole discretion, to sell to AEI Capital, shares of common stock, par value $0.01 per share, of the Company having an aggregate value of up to $9.0 million through December 31, 2026. The Company controls the timing and ~~liabilities~~amount ~~measured~~of any sales of shares pursuant to the 2024 Securities Purchase Agreement. During 2024, the Company sold 1,079,109 shares of common stock to AEI Capital for gross proceeds of $2.0 million before deducting offering expenses, and, during 2025, the Company sold 78,125 shares of common stock to AEI Capital for gross proceeds of $0.5 million before deducting offering expenses. Accordingly, as of March 31, 2026, the Company has the right, in its sole discretion, to sell to AEI Capital, at ~~fair~~any ~~value~~time onand afrom ~~recurring~~time ~~basis~~to time prior to December 31, 2026, up to $6.5 million worth of additional shares of common stock under the 2024 Securities Purchase Agreement.

~~The~~In December 2025, the Company ~~evaluates~~entered ~~financial~~into ~~assets~~a ~~and~~Share ~~liabilities~~Sale ~~subject~~Agreement (the “Purchase Agreement”) with AEI Capital, the controlling stockholder of the Company, pursuant to ~~fair~~which ~~value~~the ~~measurements~~Company onacquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited, a ~~recurring~~British ~~basis~~Virgin toIslands ~~determine~~company (see Note 12). SIE is a holding company that owns all the ~~appropriate~~equity ~~level~~interests atof ~~which~~iCapX toSdn. ~~classify~~Bhd., ~~them~~a ~~each~~Malaysia-based ~~reporting~~provider ~~period~~of cap table management fintech platform services and related corporate advisory services. ~~This~~The ~~determination~~contractual ~~requires~~purchase price for the acquisition was approximately $12.3 million. The aggregate purchase consideration was satisfied through the issuance of 2,028,867 shares of the Company’s tocommon ~~make~~stock ~~subjective~~in ~~judgments~~January 2026. The number of shares was determined using the “Minimum Price” as todefined under Nasdaq Listing Rule 5635(d), which was based on the ~~significance~~average closing price of ~~inputs~~the ~~used~~Company’s common stock for the five trading days preceding execution of the Purchase Agreement, resulting in ~~determining~~a reference price of $6.052 per share. As the shares had not yet been issued as of December 31, 2025, the fair value ~~and~~of ~~where~~the ~~such~~equity ~~inputs~~consideration ~~lie~~was ~~within~~recorded as common stock issuable as of the ~~hierarchy~~acquisition date. The shares were subsequently issued in January 2026.

~~Prior~~Stock toPurchase its settlement in August 2024, the Company accounted for its guaranty of the EIB debt (see Note 7) of its previously consolidated subsidiary, Curetis, at fair value. This fair value, in addition to the principal and interest, included a participation percentage interest (“PPI”) right in the debt. The Company concluded this right constituted an embedded derivative, which was separated and measured at fair value with changes being accounted for through profit or loss. The Company determined the fair value of the derivative using a Monte Carlo simulation model. Using this model, level 3 unobservable inputs include estimated discount rates and estimated risk-free interest rates.Warrants

~~Financial~~The ~~assets~~Company ~~and~~has ~~liabilities~~historically ~~carried~~issued atcommon ~~fair~~stock ~~value~~purchase onwarrants ain ~~non-recurring~~connection ~~basis~~with various equity or debt offerings or development agreements. These issuances include entering into inducement agreements with holders of existing warrants whereby terms are amended or additional warrants are issued in order to induce exercise of the existing warrants. The Company did not issue any common stock warrants nor were any warrants exercised in the three months ended March 31, 2026 or the year ended December 31, 2025.

AsAt ~~disclosed in Note 5~~March 31, as2026 ofand ~~September~~December 3031, 2025, the ~~Company~~following ~~held~~warrants anto ~~investment~~purchase inshares ~~the equity securities~~ of ~~the~~common ~~Client~~stock ~~valued~~were at $5.0 million, which is classified as a current asset on the accompanying unaudited condensed consolidated balance sheets. The investment was received as consideration for services rendered and represents a non-controlling equity interest in a privately held entity. The Company accounts for this investment under ASC 321, Investments – Equity Securities. Since the equity securities do not have a readily determinable fair value, the Company has elected the measurement alternative and, accordingly, it is carried at its estimated fair value calculated as its cost less any impairment charges until such time as there is evidence of an orderly transaction. As of September 30, 2025, no fair value adjustments have been recognized, nor have there been any impairment charges.outstanding:

Non-financial assets and liabilities carried at fair value on a recurring basis

Schedule of stock purchase warrants
				Outstanding at
	Exercise			March 31,		December 31,
Issuance	Price		Expiration	2026		2025
November 2020	$	504.40	May 2026		1,211		1,211
February 2021	$	780.00	August 2026		2,084		2,084
May 2023	$	7.79	February 2031		889,274		889,274
October 2023	$	3.36	April 2029		200,000		200,000
					1,092,569		1,092,569

~~The Company does not have any non-financial assets and liabilities measured at fair value on a recurring basis.~~16

~~Non-financial~~Stock ~~assets and liabilities carried at fair value on a non-recurring basis~~Compensation

~~The~~2015 ~~Company~~Equity ~~measures~~Incentive its long-lived assets, including property and equipment and lease assets, at fair value on a non-recurring basis when a triggering event requires such evaluation. In the three months ended March 31, 2024, the Company recorded a change in accounting estimate on the Company’s leasehold improvement property and equipment and operating lease right-of-use asset, adjusting the balances as of the beginning of the period to approximately $1.2 million and $0.8 million, respectively, following the Company’s identification of a subtenant (see Note 3). During the nine months ended September 30, 2025, the Company did not record any such impairment expenses.Plan

16In April 2015, the Company adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s initial public offering in May 2015. The 2015 Plan provided 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 provided for the grant of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants. Effective April 1, 2025, which was the ten (10) year anniversary of the adoption of the 2015 Plan, no additional grants may be made under the 2015 Plan.

~~Note~~2026 7Stock –Incentive ~~Debt~~Plan

In ~~2016~~February 2026, the Company adopted, and the Company’s ~~previously~~stockholders ~~consolidated~~approved, ~~subsidiary~~the 2026 Stock Incentive Plan (the “2026 Plan”). Under the 2026 Plan, ~~Curetis~~1,000,000 ~~entered~~shares ~~into~~of athe ~~contract~~Company’s common stock were made available for issuance, subject to adjustments for stock dividends, stock splits, reverse stock splits, share combinations, recapitalizations, mergers, consolidations, spin-offs, split-ups, reorganizations, rights offerings, liquidations, or any similar change event by the Company. Under the 2026 Plan, the Company is authorized to grant stock options, stock appreciation rights, restricted stock and other stock-based awards. The 2026 Plan includes an upevergreen 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 ~~€25~~5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year.0 ~~million~~Pursuant ~~senior~~to the evergreen provision, ~~unsecured~~the ~~loan~~number ~~financing~~of ~~facility~~shares ~~from~~available for issuance under the ~~European~~2026 ~~Investment~~Plan ~~Bank~~shall automatically increase on January 1st of each year for a period of 9 years, commencing on January 1, 2027 and ending on (~~“EIB”~~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. ~~The~~In ~~debt~~the ~~was~~event ~~amended~~of ~~several~~any ~~times~~stock ~~through~~dividend, ~~2020~~stock ~~and~~split, ~~was~~reverse ~~guaranteed~~stock split, share combination, recapitalization, merger, consolidation, spin-off, split-up, reorganization, rights offering, liquidation, or any similar change event of or by ~~OpGen~~the Company, ~~Inc~~appropriate adjustments will be made to any outstanding awards under the 2026 Plan. Shares available for awards under the 2026 Plan may be either newly-issued shares or treasury shares.

InShare-Based December 2023, the Company received a notice from the EIB stating that Curetis was in default and pursuant to that certain Guarantee and Indemnity Agreement, between the EIB and the Company, the EIB demanded that the Company, as guarantor, immediately repay the EIB all amounts owed to the EIB. In March 2024, the Company entered into settlement agreements with each of the EIB and Curetis and Curetis’ trustee in insolvency, pursuant to which the Company agreed to pay a total of $2.0 million to settle all outstanding debt and liabilities of the Company to EIB and Curetis. In August 2024, the Company paid and settled its outstanding indebtedness with the EIB and Curetis, which terminated the Guarantee and Indemnity Agreement. Accordingly, upon termination of such Guarantee and Indemnity Agreement, the Company recorded a gain on extinguishment of debt in excess of $9.7 million.Compensation

~~Short~~The Company recognized share-~~term~~based ~~insurance~~compensation ~~financing~~expense as follows:

In May 2025, the Company entered into an agreement to finance a portion of the premium for its directors and officers’ insurance policy for the policy period of May 2025 through May 2026. The agreement provides for financing of approximately $284,000 of the premium, which financing will be repaid in 10 equal monthly installments of approximately $29,000 each through March 2026 and accrued interest at 6.85%.


	Three Months Ended March 31,
	2026		2025
Cost of services	$	-	$	-
Research and development		-		-
General and administrative		111,660		81,708
Sales and marketing		-		-
	$	111,660	$	81,708

In May 2024, the Company entered into an agreement to finance a portion of the premium for its directors and officers’ insurance policy for the policy period of May 2024 through May 2025. The agreement provided for financing of approximately $301,000 of the premium, which financing would be repaid in 10 equal monthly installments of approximately $31,000 each through March 2025 and accrued interest at 7.75%. The loan was paid in full as of March 31, 2025.17

~~Note~~Stock ~~8 – Stockholders’ equity~~Options

~~Common~~As ~~Stock~~of March 31, 2026, the Company does not have any unrecognized expense related to its stock options.

AsThe ofCompany ~~September 30,~~did ~~2025,~~not ~~the~~grant ~~Company~~any ~~had~~options ~~100,000,000~~during ~~shares~~the ofthree ~~authorized~~months ~~common~~ended ~~stock~~March 31, of2026 ~~which~~or ~~10,071,286~~2025. ~~shares~~During ~~were~~the ~~issued~~three ~~and~~months ~~outstanding,~~ended ~~and 10~~March 31,~~000,000~~ ~~shares~~2026 ofand ~~authorized preferred stock~~2025, ofno ~~which~~options ~~250 shares~~ were ~~issued~~forfeited ~~and~~or ~~outstanding~~expired.

The Company ~~effected~~had ~~a one-for-ten reverse~~ stock ~~split~~options onto ~~May~~acquire ~~20,~~138 ~~2024.~~shares ~~All~~of ~~share~~common ~~amounts~~stock ~~and~~outstanding ~~per~~at ~~share~~March 31, ~~prices in this quarterly report have been adjusted to reflect the reverse stock split~~2026.

~~Preferred~~Restricted Stock Units

InDuring ~~October~~the ~~2023~~fourth quarter of 2025, the Company entered into arestricted ~~Preferred~~stock ~~Stock~~unit ~~Purchase~~agreements ~~Agreement~~with ~~(the~~certain ~~“October~~officers ~~2023~~and ~~Purchase~~directors ~~Agreement”)~~granting ~~with~~the arecipients ~~single~~the ~~investor,~~right ~~pursuant~~ to ~~which~~receive ~~the~~an ~~Company~~aggregate ~~agreed~~of to30,553 ~~issue~~shares ~~and~~of ~~sell~~common tostock ~~the~~upon ~~investor~~vesting. inSuch agrants ~~private~~were ~~placement~~contingent ~~(the~~upon ~~“Private~~stockholder ~~Placement”)~~approval ~~1,000 shares~~ of the Company’s ~~Series~~2026 Dequity ~~Preferred Stock, par value $0~~plan.01 ~~per~~Since ~~share (~~the ~~“Preferred~~2026 ~~Stock”)~~equity atplan awas ~~price~~not ofapproved ~~$1,000~~until ~~per~~the ~~share~~Company’s ~~for~~2025 ~~expected~~Annual ~~aggregate~~Meeting ~~gross proceeds~~ of ~~$1.0~~Stockholders ~~million~~in ~~before deducting offering expenses. The investor funded $250~~February 2026,~~000~~ ~~worth of~~ the ~~October~~Company ~~2023~~did ~~Purchase~~not ~~Agreement~~record inthe ~~November~~awards ~~2023~~as ~~and~~outstanding ~~was~~or ~~issued~~recognize ~~250~~any ~~shares~~related instock-based ~~consideration~~compensation ~~for~~expense ~~the~~as ~~partial payment. As~~ of ~~September~~December 3031, 2025,. ~~all~~Upon ~~250~~stockholder ~~Series~~approval Din ~~Preferred Shares remain outstanding and the remaining $750~~February 2026,~~000~~ of the ~~purchase~~awards ~~price~~were ~~remains~~recognized ~~unpaid.~~as ~~The~~outstanding ~~Company reserves all rights~~ and ~~remedies arising from~~ the ~~investor’s~~related ~~failure~~cumulative tostock-based ~~close~~compensation ~~the~~expense ~~transaction~~was ~~and~~recognized ~~the~~during ~~investor will continue to be in breach of~~ the ~~Purchase~~three ~~Agreement~~months ~~until~~ended ~~the~~March 31, ~~remaining amount is paid in full~~2026.

17During the three months ended March 31, 2026, no restricted stock units were granted, no restricted stock units vested and no restricted stock units were forfeited. During the three months ended March 31, 2025, no restricted stock units were granted, 507 restricted stock units vested, and no restricted stock units were forfeited. The Company had 49,971 restricted stock units outstanding as of March 31, 2026.

~~Pursuant~~As toof ~~the October 2023 Purchase Agreement~~March 31, ~~the Company filed a certificate of designation (the “Series D Certificate of Designation”) with the Secretary of State of the State of Delaware designating the rights~~2026, ~~preferences~~there ~~and~~was ~~limitations~~approximately ~~of the shares of preferred stock. The Series D Certificate of Designation provides that the shares of preferred stock have a stated value of~~ $1183,000 ~~per share and are convertible into shares~~ of ~~common~~unrecognized ~~stock,~~compensation ~~par~~costs ~~value~~related ~~$0.01 per share of the Company at a price of $4.09 per share, subject~~ to ~~adjustment~~restricted ~~in the event of certain~~ stock ~~dividends and distributions~~units, ~~stock~~which ~~splits,~~are ~~stock~~expected ~~combinations,~~to ~~reclassifications, or similar events affecting the common stock. The preferred stock may~~ be ~~converted~~recognized atover ~~any time at the option of the holder. Notwithstanding the foregoing, the Series D Certificate of Designation provides that in no event will the preferred stock be convertible into common stock in~~ a ~~manner~~weighted ~~that~~average ~~would~~period ~~result in the holder, its permitted transferees, and affiliates holding more than 19.99% (together with any shares~~ of common stock otherwise held by the investor, its permitted transferees, and their affiliates) of the then issued and outstanding common stock (the “Ownership Limitation”), prior to the date that the Company’s stockholders approve the issuance of shares of common stock to the holder upon conversion of the preferred stock0.7 ~~Upon receipt of stockholder approval, the shares of preferred stock will automatically be converted into shares of common stock without further action of the holder thereof~~years.

~~Lazar~~Note ~~and~~10 ~~AEI~~– ~~Transactions~~Commitments and Contingencies

InRegistration March 2024, the Company entered into the March 2024 Purchase Agreement with David E. Lazar, pursuant to which the Company agreed to sell 3,000,000 shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) to Mr. Lazar at a price of $1.00 per share for aggregate gross proceeds of $3.0 million. 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 aother new Board of Directors was appointed, of which Mr. Lazar was appointed Chairman. In March 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 $350,000 in exchange for an additional 350,000 shares of Series E Preferred Stock in April 2024. Each share of Series E Preferred Stock was convertible into 2.4 shares of the Company’s common stock, and following stockholder approval of the issuance of shares of common stock to Mr. Lazar upon conversion of the Series E Preferred Stock at the Company’s special meeting of stockholders held in May 2024, Mr. Lazar or his transferees or their affiliates could convert the Series E Preferred Stock into common stock and hold in excess of applicable beneficial ownership limitations. In connection with the transactions contemplated by the March 2024 Purchase Agreement, the Company entered into settlement agreements (the “Settlement Agreements”) with each of the EIB and Curetis, and Curetis’ trustee in insolvency, pursuant to which the parties agreed to settle outstanding liabilities amongst the parties. Additionally, in connection with the transactions contemplated by the March 2024 Purchase Agreement, in March 2024, the Company entered into an Inducement Offer to Amend Common Stock Purchase Warrants (the “Offer”) with the holder of such warrants. Pursuant to the Offer, the holder agreed to waive certain rights that would otherwise have been triggered under their warrants as a result of the transactions contemplated by the March 2024 Purchase Agreement, in exchange for the Company entering into the March 2024 Purchase Agreement.

In ~~July 2024,~~connection ~~Mr. Lazar consummated a transaction pursuant to which he sold 550,000 shares of Series E Preferred Stock together~~ with ~~his~~various ~~rights to purchase the additional 2,450,000 shares~~ of ~~Series~~its Einvestment ~~Preferred Stock under the March 2024 Purchase Agreement to AEI Capital Ltd. Subsequently~~transactions, ~~AEI Capital Ltd. paid~~ the Company ~~$2.45~~entered 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~~registration ~~shares~~rights ofagreements ~~the~~with ~~Company’s common stock in August 2024. As of September 30~~stockholders, 2024, no shares of Series E Preferred Stock remained 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. Upon receipt of the funding from AEI Capital Ltd. and pursuant to which the ~~Settlement~~investors ~~Agreements~~were ~~with~~granted ~~the~~certain ~~EIB~~demand ~~and~~registration ~~Curetis~~rights and/or ~~the~~piggyback ~~March 2024 Purchase Agreement, the Company paid~~ and/or ~~settled~~resale ~~its~~registration ~~outstanding~~rights ~~indebtedness~~in ~~with~~connection ~~the EIB and Curetis. Settlement~~ with ~~EIB~~subsequent ~~also~~registered ~~terminated~~offerings ~~that certain Guarantee and Indemnity Agreement, dated as~~ of ~~July 9, 2020, by and between~~ the ~~EIB and the~~ Company~~, pursuant to which the Company had guaranteed all of Curetis~~’s ~~debt~~common ~~to the EIB~~stock.

18Leases

InThe ~~August 2024, the~~ Company ~~entered~~has ~~into~~ a ~~Securities~~continuing ~~Purchase~~liability ~~Agreement~~under ~~(the~~its ~~“August~~former ~~2024~~headquarters’ ~~Securities~~office ~~Purchase Agreement”) with AEI Capital Ltd.~~lease, ~~pursuant to~~ which ~~the~~lease ~~Company~~was ~~had~~assigned ~~the right, in its discretion,~~ to ~~sell~~a tothird ~~AEI~~party ~~Capital~~in ~~Ltd., at any time prior to September~~April ~~30,~~ 2024, ~~shares~~but offor ~~common~~which ~~stock,~~it ~~par~~remains ~~value~~liable ~~$0.01 per share (the “Shares”), of the Company having an aggregate value of up~~ to ~~$3.0 million (~~the ~~“Financing”)~~landlord. ~~The~~Maturities ~~Company~~under ~~will~~this ~~control~~lease ~~the~~as ~~timing and amount~~ of ~~any sales of Shares pursuant to the August 2024 Securities Purchase Agreement. As of September~~March 3031, ~~2024,~~2026 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, the Company and AEI Capital Ltd. entered into a First Amendment to the August 2024 Securities Purchase Agreement (the “Amendment”). The Amendment amended the August 2024 Securities Purchase Agreement by: ~~(1)~~year ~~granting~~are ~~the~~as Company the right to sell two additional tranches of common stock to AEI Capital Ltd. of $3.0 million each, for an aggregate amount of $9.0 million under the August 2024 Securities Purchase Agreement; and (2) extending the Company’s ability to sell shares of common stock to AEI Capital Ltd. under the August 2024 Securities Purchase Agreement until December 31, 2025.follows:

Stock purchase warrants


Maturity of Lease Liabilities	Total
2026 (April to December)	$	285,409
2027		388,682
2028		399,388
2029		410,397
2030		421,709
Thereafter		506,194
Total lease payments		2,411,779
Less: interest		(610,952	)
Present value of lease liabilities	$	1,800,827

The Company has historically issued common stock purchase warrants in connection with various equity or debt offerings or development agreements. These issuances include entering into inducement agreements with holders of existing warrants whereby terms are amended or additional warrants are issued in order to induce exercise of the existing warrants. The Company did not issue any common stock warrants nor were any warrants exercised in the year ended December 31, 2024 or year-to-date through September 30, 2025.18

~~The~~For ~~Company~~the ~~has~~three ~~certain~~months ~~outstanding~~ended ~~warrants~~March 31, ~~that~~2026 ~~will~~and ~~only~~2025, ~~become~~lease ~~exercisable~~costs ~~upon~~of ~~stockholder~~$58,496 ~~approval;~~are ~~subsequent~~classified toas ~~receiving~~operating ~~stockholder~~expenses ~~approval,~~in the ~~warrants~~unaudited ~~will~~condensed beconsolidated ~~exercisable~~statements ~~for a period~~ of ~~five years~~operations.

AtThe ~~September~~remaining term of the lone operating lease as of March 3031, ~~2025~~2026 is 5.9 years and ~~December~~reflects a discount rate of 10%. In the three months ended March 31, ~~2024~~2026 and 2025, ~~the~~cash ~~following~~paid ~~warrants~~for toamounts ~~purchase~~under ~~shares~~the oflone ~~common~~operating ~~stock~~lease were ~~outstanding:~~$58,496 and are classified as cash used in operating activities.

Schedule of stock purchase warrants
				Outstanding at
Issuance	Exercise Price		Expiration	September 30, 2025		December 31, 2024
February 2015	$	660,000.00	February 2025		-		3
November 2020	$	504.40	May 2026		1,211		1,211
February 2021	$	780.00	August 2026		2,084		2,084
May 2023	$	7.785	- (1)		889,274		889,274
October 2023	$	3.36	April 2029		200,000		200,000
					1,092,569		1,092,572

Note 11 – Joint Venture

In April 2025, CapForce International entered into a Joint Venture Agreement (1the “JV Agreement”) ~~Warrants~~with the European Credit Investment Bank (“ECIB”), a full-fledged, global facing mid-shore investment bank in Labuan, Malaysia licensed by the Labuan Financial Services Authority, pursuant to which the parties agreed to form a joint venture company named CapForce EC Capital Markets Ltd. (the “Joint Venture”) for purposes of developing and operating a stock trading platform (the “Trading Platform”) and digital investment banking platform across Asia and the rest of the world (the “Digital IB Platform,” and together with the Trading Platform, the “Platforms”). The Platforms encompass (i) a community-focused cross-border stock trading platform; (ii) a fintech-enabled cap table management platform; and (iii) an advanced computational model-enabled investment banking advisory platform for public listing sponsorship and wealth management. Pursuant to the JV Agreement, CapForce International will own 49% of the outstanding equity interests of the Joint Venture, and ECIB will own 51% of the outstanding equity interests of the Joint Venture. Under the JV Agreement, the parties agreed to strategically collaborate in order to develop the Platforms. The parties agreed to equally split all profits earned by the Joint Venture and all capital expenditures and operating expenses in the development and operation of the Trading Platform. With respect to operations unrelated to the Trading Platform, CapForce International will be ~~exercisable~~entitled ~~beginning~~to onreceive 80% of the ~~date~~profits of ~~stockholder~~the ~~approval~~Joint Venture if the Joint Venture’s revenues are less than $10.0 million or 90% of the ~~exercisability~~profits of the ~~warrants~~Joint ~~under~~Venture ~~Nasdaq~~if ~~rules~~its revenues exceed $10.0 ~~Once~~million. ~~exercisable~~The JV Agreement includes customary representations, warranties, covenants and agreements of the ~~warrants~~parties, including relating to the responsibilities and obligations of each party in managing and governing the Joint Venture. In particular, CapForce International will ~~expire~~have onthe right to appoint two directors to the ~~five-year~~board ~~anniversary~~of directors of the ~~date~~Joint Venture, and ECIB will have the right to appoint one director to the board of directors of the Joint Venture. In the JV Agreement, ECIB granted CapForce International an option to purchase between 11% and 30% of the equity interests of ECIB held in the Joint Venture. The purchase price for such ~~stockholder~~option ~~approval~~and the actual amount of equity interests must be mutually agreed upon by the parties. Upon the formation of the Joint Venture, CapForce International will retain contractual control over the Joint Venture, including for accounting consolidation purposes. As of March 31, 2026, there has not been any activity pursuant to this JV Agreement.

~~Stock~~Note ~~Compensation~~12 – iCapX Acquisition

~~2015~~On ~~Equity~~December 1, ~~Incentive~~2025, ~~Plan~~the Company entered into a Share Sale Agreement (the “Purchase Agreement”) with AEI Capital (the “Seller”), the controlling stockholder of the Company, pursuant to which the Company acquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited, a British Virgin Islands company. SIE is a holding company that owns all the equity interests of iCapX Sdn. Bhd., a Malaysia-based provider of cap table management fintech platform services and related corporate advisory services. The acquisition was undertaken to expand the Company’s service offerings and strategic capabilities and to support the Company’s long-term growth strategy.

InThe ~~April~~contractual ~~2015,~~purchase ~~the~~price ~~Company~~for ~~adopted, and~~ the ~~Company’s~~acquisition ~~stockholders~~was ~~approved,~~approximately ~~the~~$12.3 ~~2015~~million. ~~Equity~~The ~~Incentive~~aggregate ~~Plan~~purchase ~~(the~~consideration ~~“2015~~was ~~Plan”);~~satisfied ~~the~~through ~~2015 Plan became effective upon~~ the ~~execution~~issuance ~~and delivery~~ of ~~the~~2,028,867 ~~underwriting~~shares ~~agreement~~of ~~for~~ the Company’s ~~initial~~common ~~public~~stock ~~offering~~ in ~~May 2015~~January 2026. The ~~2015~~number ~~Plan~~of ~~provides~~shares ~~for~~was determined using the ~~granting~~“Minimum ofPrice” ~~incentive~~as ~~stock~~defined ~~options~~under ~~within~~Nasdaq ~~the~~Listing ~~meaning~~Rule 5635(d), ofwhich ~~Section~~was ~~422~~based ofon the ~~Code~~average toclosing ~~employees~~price ~~and~~of the ~~granting~~Company’s ofcommon ~~non-qualified~~ stock ~~options~~for tothe ~~employees,~~five ~~non-employee~~trading ~~directors~~days ~~and~~preceding ~~consultants.~~execution ~~The~~of ~~2015 Plan also provides for~~ the ~~grant~~Purchase ~~of restricted stock~~Agreement, ~~restricted~~resulting ~~stock~~in ~~units,~~a ~~stock~~reference ~~appreciation~~price ~~rights,~~of ~~dividend~~$6.052 ~~equivalents~~per ~~and~~share. ~~stock~~As ~~payments~~the toshares ~~employees,~~had ~~non-employee~~not ~~directors~~yet ~~and~~been ~~consultants.~~issued ~~Effective~~as ~~April~~of 1December 31, 2025, ~~which~~the ~~was~~fair ~~the~~value ~~ten~~of ~~(10)~~the ~~year~~equity ~~anniversary~~consideration ofwas ~~the~~recorded ~~adoption~~as ofcommon ~~the~~stock ~~2015~~issuable ~~Plan,~~as noof ~~additional~~the ~~grants~~acquisition ~~may~~date. beThe ~~made~~shares ~~under~~were ~~the~~subsequently ~~2015~~issued ~~Plan~~in January 2026.

~~Share-Based~~The ~~Compensation~~acquisition is deemed to be a reorganization of entities under common control. Consequently, the transaction is accounted for using the existing carrying value of the assets and liabilities iCapX as follows:

For the three and nine months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense as follows:


Assets Acquired and Liabilities Assumed	Fair Value
Assets and liabilities
Cash	$	519
Other current and non-current assets		56,209
Accounts payable		(1,059	)
Other current liabilities		(44,249	)
Total assets and liabilities	$	11,420

Equity
Share capital	$	(22,497	)
Retained earnings		11,077
Total equity	$	(11,420	)

Schedule of company recognized stock compensation expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	-	$	-	$	-	$	48,820
General and administrative		101,250		1,530		284,208		504,941
Sales and marketing		-		-		-		4,397
	$	101,250	$	1,530	$	284,208	$	558,158

Note 13 – Subsequent Events

NoThe ~~income~~Company ~~tax~~evaluates ~~benefit~~subsequent ~~for~~events ~~share-based~~and ~~compensation~~transactions ~~arrangements~~that ~~was~~occur ~~recognized~~after in the ~~unaudited~~balance ~~condensed~~sheet ~~consolidated~~date ~~statements~~up ofto ~~operations~~June 12, ~~and~~2026, ~~comprehensive~~the ~~income~~date ~~(loss)~~that ~~due to~~ the ~~Company’s~~unaudited ~~anticipated~~condensed ~~net~~consolidated ~~taxable~~financial ~~loss~~statements ~~position~~are ~~for the year ended December 31, 2025~~issued.

~~Stock~~Other ~~Options~~than as disclosed in this Note 13 and as may be disclosed elsewhere in the notes to the accompanying unaudited condensed consolidated financial statements, there have been no subsequent events that require adjustment or disclosure in the accompanying unaudited condensed consolidated financial statements.

AsIn ~~of September~~April 302026, ~~2025,~~pursuant to the 2024 Securities Purchase Agreement with AEI Capital that permits the Company, ~~does~~in ~~not~~its ~~have~~sole ~~any~~discretion, ~~unrecognized~~to ~~expense~~sell ~~related~~shares of common stock to ~~its~~AEI Capital, the Company sold 6,425 shares of common stock ~~options~~to AEI Capital for gross proceeds of approximately $160,000 before deducting offering expenses. The agreement remains available through December 31, 2026, and, with this sale, approximately $6.3 million of capacity remains available.

~~The~~In May 2026, the Company ~~did~~entered ~~not~~into ~~grant~~an ~~any~~agreement ~~options~~to ~~during~~finance a portion of the ~~nine~~premium ~~months~~for ~~ended~~its ~~September 30,~~directors ~~2025~~and orofficers ~~2024.~~insurance ~~During~~policy for the ~~nine~~policy ~~months~~period ~~ended~~of ~~September~~May 302026 through May 2027. The agreement provides for financing of approximately $230,000 ~~2025~~of the premium, nowhich ~~options~~financing ~~were~~will ~~forfeited~~be orrepaid ~~expired.~~in ~~During~~10 ~~the~~equal ~~nine~~monthly ~~months~~installments ~~ended~~of ~~September 30,~~approximately ~~2024~~$24,000 ~~892~~each ~~options~~through ~~were~~March 2027 ~~forfeited~~ and ~~8,594~~accrued ~~options~~interest ~~expired~~at 10.5%.

~~The Company had stock options to acquire 138 shares of common stock outstanding at September 30, 2025.~~20

~~Restricted~~Item ~~Stock~~2. ~~Units~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~During~~The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the ~~nine~~unaudited ~~months~~condensed ~~ended~~consolidated ~~September 30~~financial statements and the accompanying notes thereto included in Part I, ~~2025~~Item 1 of this quarterly report on Form 10-Q. This discussion contains forward-looking statements, 19based on current expectations and related to future events and our future financial performance,~~418~~ ~~restricted~~that ~~stock~~involve ~~units~~risks ~~were~~and ~~granted~~uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, ~~507~~including ~~restricted~~those ~~stock~~set ~~units~~forth ~~vested~~under Part II. Item 1A. “Risk Factors” of this quarterly report on Form 10-Q and noPart ~~restricted~~1. ~~stock~~Item ~~units~~1A ~~were~~of ~~forfeited~~our annual report on Form 10-K for the year ended December 31, 2025.

~~During the nine months ended September 30, 2024, 61,053 restricted stock units were granted and vested, and 4,163 restricted stock units were forfeited.~~Overview

~~The~~CapForce Inc. (“CapForce”, “we” or the “Company,” ~~has~~formerly ~~209~~known as OpGen,~~148 restricted~~ ~~stock~~Inc.) ~~units~~was ~~outstanding~~incorporated in Delaware in 2001. From inception through November 2023, we operated as a precision medicine company harnessing the power of ~~September 30~~molecular diagnostics and informatics to help combat infectious disease. In 2024, ~~2025~~following the sale of control of the Company to AEI Capital Ltd. (“AEI Capital”), we scaled down legacy operations while repositioning the Company to operate in the financial services and technology industry. In furtherance of such shift, we established a wholly-owned subsidiary, CapForce International Holdings Ltd. (“CapForce International”), which launched a new business line in 2024 offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges.

As part of ~~September 30~~our strategic focus on capital markets advisory, in December 2025, ~~there~~we ~~was~~acquired ~~approximately~~all ~~$78~~the issued and outstanding ordinary shares of Sun Investment Enterprises Limited,~~000~~ a company incorporated under the laws of ~~unrecognized~~the ~~compensation~~British ~~costs~~Virgin ~~related~~Islands to(“SIE”) ~~restricted~~from ~~stock~~AEI ~~units~~Capital. SIE is a holding company that owns all the equity interests of iCapX Sdn. Bhd. (“iCapX”), ~~which~~a ~~are~~private ~~expected~~company limited by shares incorporated under the laws of Malaysia providing cap table management fintech platform services to becustomers. ~~recognized~~The ~~over~~iCapX platform will provide customers with proprietary datasets of structured private company equity information in order to enhance due diligence capabilities, improve listing readiness assessments, and support pricing accuracy. The platform will also serve as a ~~weighted~~pipeline ~~average~~for ~~period~~business development by engaging private companies ahead of 0potential listing events.3 ~~years~~Ongoing development initiatives include AI-driven analytics for identifying listing-related and liquidity risks, optimizing exchange selection, and supporting predictive insights related to post-listing performance.

~~Note~~In 9February 2026, –at ~~Commitments~~our 2025 Annual Meeting of Stockholders, our stockholders voted to approve, among other proposals, an amendment to our Amended and ~~Contingencies~~Restated Certificate of Incorporation to change our name from OpGen, Inc. to CapForce Inc. In connection with the change of our name, we also changed our ticker symbol to “CFOR.” The amendment was filed with the Secretary of State of the State of Delaware in February 2026, and we also amended and restated our bylaws to reflect the name change.

~~Registration~~Financial ~~and other stockholder rights~~Overview

In connection with various of its investment transactions, the Company entered into registration rights agreements with stockholders, pursuant to which the investors were granted certain demand registration rights and/or piggyback and/or resale registration rights in connection with subsequent registered offerings of the Company’s common stock.Revenue

20We generate revenues from CapForce International’s listing sponsorship and consulting services, and we anticipate generating revenues from our 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.

~~Note~~Cost 10of –Sales ~~Leases~~and Operating Expenses

~~Maturities~~Our cost of ~~the~~sales ~~lease~~are ~~liability~~primarily ~~for~~subcontractor, ~~the~~advisor, ~~Company’s~~and ~~lone~~service ~~operating~~provider ~~lease~~fees asand technology infrastructure costs associated with providing our services. Research and development expenses consist of ~~September 30~~fees to develop, ~~2025~~expand byand ~~year~~innovate ~~are~~our asdigital ~~follows:~~investment banking platform, and selling, general, and administrative expenses consist of public company costs, salaries, and related costs for administrative and business development purposes.

Schedule of maturities of lease liabilities
Maturity of Lease Liabilities
2025 (October to December)	$	92,870
2026		378,279
2027		388,682
2028		399,388
2029		410,397
Thereafter		927,902
Total lease payments		2,597,518
Less: interest		(703,724	)
Present value of lease liabilities	$	1,893,794

~~For~~Results ~~the three and nine months ended September 30, 2025, lease costs~~ of ~~approximately $58,000 and $175,000 are classified as operating expenses in the unaudited condensed consolidated statements of~~ operations. ~~For~~for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2026 ~~lease costs of approximately $58,000~~ and ~~$175,000 are classified as operating expenses in the unaudited condensed consolidated statements of operations.~~2025

The remaining term of the lone operating lease as of September 30, 2025 is 6.4 years and reflects a discount rate of 10%. In each of the nine months ended September 30, 2025 and 2024, cash paid for amounts under the lone operating lease were $175,488 and are classified as cash used in operating activities.Revenues

~~Note~~The 11Company –did ~~Joint~~not ~~Venture~~generate any revenue during the three months ended March 31, 2026 or March 31, 2025.

InOperating April 2025, CapForce entered into a Joint Venture Agreement (the “JV Agreement”) with the European Credit Investment Bank (“ECIB”), a full-fledged, global facing mid-shore investment bank in Labuan, Malaysia licensed by the Labuan Financial Services Authority, pursuant to which the parties agreed to form a joint venture company named CapForce EC Capital Markets Ltd. (the “Joint Venture”) for purposes of developing and operating a stock trading platform (the “Trading Platform”) and digital investment banking platform across Asia and the rest of the world (the “Digital IB Platform,” and together with the Trading Platform, the “Platforms”). The Platforms encompass (i) a community-focused cross-border stock trading platform; (ii) a FinTech-enabled cap table management platform; and (iii) an advanced computational model-enabled investment banking advisory platform for public listing sponsorship and wealth management. Pursuant to the JV Agreement, CapForce will own 49% of the outstanding equity interests of the Joint Venture, and ECIB will own 51% of the outstanding equity interests of the Joint Venture. Under the JV Agreement, the parties agreed to strategically collaborate in order to develop the Platforms. The parties agreed to equally split all profits earned by the Joint Venture and all capital expenditures and operating expenses in the development and operation of the Trading Platform. With respect to operations unrelated to the Trading Platform, CapForce will be entitled to receive 80% of the profits of the Joint Venture if the Joint Venture’s revenues are less than $10.0 million or 90% of the profits of the Joint Venture if its revenues exceed $10.0 million. The JV Agreement includes customary representations, warranties, covenants and agreements of the parties, including relating to the responsibilities and obligations of each party in managing and governing the Joint Venture. In particular, CapForce will have the right to appoint two directors to the board of directors of the Joint Venture, and ECIB will have the right to appoint one director to the board of directors of the Joint Venture. In the JV Agreement, ECIB granted CapForce an option to purchase between 11% and 30% of the equity interests of ECIB held in the Joint Venture. The purchase price for such option and the actual amount of equity interests must be mutually agreed upon by the parties. Upon the formation of the Joint Venture, CapForce will retain contractual control over the Joint Venture, including for accounting consolidation purposes. As of September 30, 2025, there has not been any activity pursuant to this JV Agreement.Expenses

	Three Months Ended March 31,
	2026		2025		$ Change			% Change
Cost of services	$	-	$	-	$	-			-	%
Research and development		2,451		-		2,451			100	%
General and administrative		797,597		513,344		284,253			55	%
Sales and marketing		4,756		9,502		(4,746	)		-50	%
Total operating expenses	$	804,804	$	522,846	$	281,958			54	%

~~Note~~The 12Company’s –total ~~Subsequent~~operating ~~Events~~expenses for the three months ended March 31, 2026 increased from $0.5 million to $0.8 million, when compared to the same period in 2025. This increase is primarily attributable to:

~~The~~● ~~Company~~General ~~evaluates~~and ~~subsequent~~administrative ~~events~~expenses ~~and~~increased ~~transactions~~for ~~that~~the ~~occur~~quarter ~~after~~ended March 31, 2026 compared to the ~~balance~~same ~~sheet~~period ~~date~~in up2025. The increase is primarily attributable to ~~November 19,~~the ~~2025~~recognition of Board of Directors compensation expense, compared to no such expense in the ~~date~~prior-year ~~that~~period, ~~these~~as ~~unaudited~~well ~~condensed~~as ~~consolidated~~costs ~~financial~~associated ~~statements~~with ~~are~~the ~~issued~~Company’s stockholder meeting and increased legal expenses. The increase was further impacted by the reversal of a bonus accrual during the prior-year period, which reduced general and administrative expenses in the comparable period; and

● ~~There~~Research ~~have~~and ~~been~~development noand ~~subsequent~~sales ~~events~~and ~~that require~~marketing ~~adjustment~~experienced orsignificant ~~disclosure~~percentage changes for the quarter ended March 31, 2026 compared to the same period in 2025; however, the ~~accompanying~~related ~~unaudited~~dollar ~~condensed~~changes ~~consolidated~~were ~~financial~~not ~~statements~~material and did not have a significant impact on our results of operations.

22Other Income (Expense)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Interest and other income	$	92,869		$	117,845		$	(24,976	)		-21	%
Interest expense		(995	)		(3,238	)		2,243			-69	%
Foreign currency transaction gains		2,359			106			2,253			2125	%
Total other income (expense)	$	94,233		$	114,713		$	(20,480	)		-18	%

~~The~~Our ~~following~~total ~~Management’s~~other ~~Discussion~~income ~~and~~for ~~Analysis of Financial Condition and Results of Operations should be read in conjunction with~~ the ~~unaudited~~three ~~condensed~~months ~~consolidated~~ended ~~financial statements and the accompanying notes thereto included in Part I~~March 31, ~~Item~~2026 1decreased ofby ~~this~~approximately ~~quarterly report on Form 10-Q. This discussion contains forward-looking statements~~$20,000 ~~based~~when oncompared ~~current expectations and related~~ to ~~future~~the ~~events~~same ~~and~~period ~~our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated~~ in ~~these~~2025 ~~forward-looking~~primarily ~~statements~~due asto a ~~result~~decrease ofin ~~many~~interest ~~important~~income ~~factors,~~attributable ~~including~~to ~~those~~lower ~~set~~average ~~forth~~cash ~~under~~balances ~~Part II. Item 1A “Risk Factors” of this quarterly report on Form 10-Q~~ and ~~Part~~lower 1.prevailing ~~Item~~interest 1Arates ofcompared ~~our~~to ~~annual report on Form 10-K for~~ the prior-year ~~ended December 31, 2024~~period.

~~Overview~~22

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

InAs ~~November~~of March ~~2023~~31, ~~the~~2026, ~~Company~~we ~~implemented~~had ~~certain~~ cash ~~management initiatives, including restructuring its U.S. operations by reducing headcount~~ and ~~scaling~~cash ~~down~~equivalents ~~operations~~of ~~at OpGen’s U~~$0.S.1 ~~headquarters~~million compared to ~~the core functions of a U~~$0.S.5 ~~Nasdaq~~million ~~listed~~at ~~company~~December 31, ~~allowing the Company to conserve cash and focus on the functions needed to pursue potential strategic alternatives~~2025. ~~In November 2023~~Historically, ~~Curetis~~we ~~filed~~have afunded ~~petition~~our ~~for~~operations ~~insolvency~~primarily ~~with~~through ~~the~~external ~~district~~investor ~~court~~financing ofarrangements ~~Stuttgart, Germany,~~ and ~~Ares~~strategic ~~Genetics~~actions ~~filed~~taken aby ~~petition~~us. ~~for~~We ~~insolvency~~generated ~~with~~$0.5 ~~the~~million ~~commercial~~and ~~court in Vienna, Austria~~$5.0 ~~The~~million ~~insolvency proceedings~~ of ~~Curetis~~gross ~~and~~proceeds ~~Ares~~from ~~Genetics~~the ~~were~~sale ~~adjudicated~~of ~~under~~our ~~the~~securities ~~insolvency~~in ~~laws~~2025 ~~of Germany~~ and ~~Austria~~2024, respectively.

~~The~~In ~~insolvency~~the ~~administrators~~near ~~assumed~~term, ~~control~~we ~~over~~anticipate ~~the~~funding ~~assets~~our ~~and~~operations ~~liabilities~~primarily ofthrough ~~Curetis~~financing ~~and~~arrangements ~~Ares~~with ~~Genetics,~~AEI ~~respectively~~Capital, ~~which~~including ~~eliminated~~pursuant to the ~~authority~~2024 ~~and~~Securities ~~power~~Purchase ofAgreement, ~~the~~until ~~Company~~our ~~and~~operating ~~its~~business ~~officers~~is able to ~~act~~sustain onour ~~behalf~~operations ofor ~~the~~until ~~subsidiaries.~~we ~~The~~are ~~loss~~able ofto ~~control~~monetize ~~required~~our ~~that~~investments ~~the~~in ~~Company~~equity nosecurities ~~longer~~from ~~include~~services ~~Curetis~~performed ~~and~~for ~~Ares~~clients. ~~Genetics~~As inof ~~its consolidated financial statements and~~March 31, ~~consequently~~2026, ~~the~~we ~~subsidiaries~~have ~~were deconsolidated from~~ the ~~Company’s~~right, ~~consolidated~~in ~~financial~~our ~~statements.~~sole Asdiscretion, ~~part~~to ofsell ~~the~~to ~~insolvency~~AEI ~~proceedings~~Capital, inat ~~April 2024,~~any ~~all~~time ofand ~~Curetis’~~from ~~assets~~time ~~were~~to ~~sold~~time prior to ~~Camtech~~December 31, ~~Pte Ltd.~~2026, aup ~~Singaporean~~to ~~family~~$6.5 ~~office~~million ~~(“Camtech”),~~worth ~~and~~of ~~all~~additional shares of ~~Ares~~common ~~Genetics’~~stock ~~assets~~under ~~were~~the ~~sold~~2024 toSecurities ~~bioMerieux~~Purchase SAgreement.A.

InSources 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 and aUses ~~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 Mr. Lazar, pursuant to which the Company engaged Mr. Lazar to act as its Chief Executive Officer (“CEO”).Cash

InThe ~~July 2024,~~following ~~Mr. Lazar~~table ~~consummated~~summarizes ~~a transaction pursuant to which he sold 550,000 shares of Series E Preferred Stock together with his rights to purchase~~ the ~~additional~~net ~~2,450,000~~cash ~~shares~~and ofcash ~~Series~~equivalents Eused ~~Preferred~~in ~~Stock~~operating ~~to AEI Capital Ltd.~~activities, ainvesting ~~private~~activities 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 CEO, Chairman and ~~Director~~financing ofactivities ~~the Company, effective August 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~~periods ~~2,450,000 shares of Series E Preferred Stock. 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.~~indicated:

	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Net cash used in:
Operating activities	$	(363,830	)	$	(107,594	)	$	(256,236	)		238	%
Investing activities		-			-			-			-	%
Financing activities		(86,997	)		(90,278	)		3,281			-4	%
Net decrease in cash and cash equivalents	$	(450,827	)	$	(197,872	)	$	(252,955	)		128	%

~~Following~~Net ~~the~~cash ~~sale~~used ~~of control to AEI Capital Ltd., the Company further scaled down legacy operations while repositioning itself to operate~~ in ~~the~~operating financial services and technology industry. In furtherance of such shift, the Company formed a wholly-owned subsidiary, CapForce International Holdings Ltd. (“CapForce”), 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 contemplates entering the financial technology industry supporting digital investment banking activities ~~and capital table management.~~

OnNet ~~May~~cash used in operating activities for the three months ended March 2031, ~~2024~~2026 consists primarily of our net loss of $0.7 million, ~~the~~partially ~~Company~~offset ~~effected~~by anoncash 1share-~~for-10~~based ~~reverse~~compensation ~~stock~~expense ~~split~~ of ~~its~~$0.1 million ~~issued~~and changes in operating assets and ~~outstanding~~liabilities ~~shares~~of $0.2 million. Net cash used in operating activities for the three months ended March 31, 2025 consists primarily of ~~common~~our ~~stock~~net loss of $0.4 ~~All~~million, ~~share~~partially ~~amounts~~offset ~~and~~by ~~per~~noncash share-based ~~prices~~compensation inexpense ~~this~~of ~~quarterly~~$0.1 million ~~report~~and ~~have~~changes ~~been~~in ~~adjusted~~operating toassets ~~reflect~~and ~~the~~liabilities ~~reverse~~of ~~stock~~$0.2 ~~split~~million.

~~Subsequent~~Net tocash ~~the~~used ~~Company’s assignment of its office lease~~ in ~~April 2024,~~investing ~~the Company has operated virtually. The Company operates in one business segment.~~activities

~~Financial~~There ~~Overview~~was no cash used in investing activities during the three months ended March 31, 2026 or 2025.

~~Revenue~~Net cash used in financing activities

~~Prior~~Net tocash ~~the~~used ~~repositioning~~in offinancing ~~our~~activities ~~business,~~for wethe ~~generated~~three ~~revenues~~months ~~from~~ended ~~sales of our products~~March 31, ~~including~~2026 ~~sales of our products through our distribution partners, such as our Unyvero instruments~~ and ~~consumables.~~2025 Weconsists ~~also generated revenue from sales by Ares Genetics~~ of ~~its~~scheduled ~~AI-powered~~repayments ~~prediction~~on ~~models and solutions. Revenues generated from~~ our ~~laboratory~~short-term ~~services~~insurance ~~related~~financing ~~to services that we and our subsidiaries provided to customers~~obligations. 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 the Foundation for Innovative New Diagnostics.

~~Following~~Contractual the acquisition of a controlling interest in the Company by AEI Capital Ltd. and the formation 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.Commitments

~~Cost~~Other ofthan ~~Products~~the continuing liability under our former headquarters’ office lease, ~~Cost~~which oflease ~~Services~~was assigned to a third party in April 2024 but for which we still remain liable to the landlord, ~~and~~we ~~Operating~~have ~~Expenses~~no other material contractual commitments as of March 31, 2026.

Prior to the repositioning of our business, our cost of products consisted of product and inventory costs, including materials costs and overhead, and other costs related to the recognition of revenue. Cost of services related to the material and labor costs associated with providing our services. Research and development expenses consisted primarily of expenses incurred in connection with our clinical and pre-clinical research activities. Selling, general and administrative expenses consisted of public company costs, salaries, and related costs for administrative, sales, and business development personnel.23

~~Following~~Funding the acquisition of a controlling interest in the Company by AEI Capital Ltd. and the formation of CapForce as OpGen’s wholly-owned subsidiary, the Company’s cost of sales will primarily be subcontractor and advisor fees and technology infrastructure costs associated with providing our services. Research and development expenses consist of fees to expand and innovate 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.Requirements

24Going forward, our primary use of 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, our controlling shareholder, until our operating business is able to sustain our operations.

~~Results~~Critical ofAccounting ~~operations for the three months ended September 30, 2025 and 2024~~Estimates

~~Revenues~~This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with 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 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 unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, stock-based compensation, allowances for credit losses and inventory obsolescence, discount rates used to discount unpaid lease payments to present values, 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.

WeA ~~did~~summary ~~not~~of ~~generate~~our ~~any~~significant ~~revenues~~accounting policies is included in Note 3 “Summary of significant accounting policies” to the ~~three~~accompanying ~~months~~unaudited ~~ended~~condensed ~~September~~consolidated 30financial statements. Certain of our accounting policies are considered critical, ~~2025~~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. Our critical policies are summarized in Item 7. “Management’s Discussion and ~~2024~~Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2025.

~~Operating~~Recently ~~expenses~~Issued Accounting Pronouncements

	Three Months Ended September 30,
	2025		2024
Cost of products sold	$	-	$	-
Cost of services		-		-
Research and development		-		488
General and administrative		701,915		768,551
Sales and marketing		270		14,846
Total operating expenses	$	702,185	$	783,885

See Note 3 “Summary of significant accounting policies” in this quarterly report on Form 10-Q for a full description of recent accounting pronouncements, including the respective expected dates of adoption and effects on our unaudited condensed consolidated financial statements.

~~Our~~Off-Balance ~~total~~Sheet ~~operating expenses for the three months ended September 30, 2025 decreased approximately 10% when compared to the same period in 2024. Operating expenses changed as follows:~~Arrangements

●As ~~Cost~~ of ~~products~~March 31, ~~sold~~2026 and ~~cost of services: we had no cost of products sold or cost of services for the three months ended September 30~~December 31, 2025, ~~and 2024 as~~ we ~~had~~did nonot ~~products~~have ~~sales~~any oroff-balance ~~laboratory~~sheet ~~services in those periods due to the Company scaling down its legacy operations and repositioning its business; and~~arrangements.

●Item ~~Research~~3. ~~and~~Quantitative ~~development, general~~ and ~~administrative,~~Qualitative ~~and~~Disclosures ~~sales~~About ~~and~~Market marketing: research and development, general and administrative, and sales and marketing expenses decreased approximately 100%, 9%, and 98%, respectively, for the three months ended September 30, 2025 compared to the same period in 2024. The decreases are primarily attributable to the Company continuing to scale down its legacy operations and reposition its business.Risk

~~Other~~As ~~income~~a ~~(expense)~~smaller reporting company, we are not required to provide the information required by this Item.

	Three Months Ended September 30,
	2025			2024
Interest and other income	$	97,371		$	92,131
Interest expense		(3,916	)		(3,238	)
Gain on extinguishment of debt		-			9,738,487
Gain on settlement of compensation expenses		-			570,785
Change in fair value of EIB loan guaranty		-			(683,200	)
Foreign currency transaction losses		-			(2	)
Total other income (expense)	$	93,455		$	9,714,963

~~Our~~Item ~~total other income for the three months ended September 30, 2025 consisted primarily of sublease income~~4. ~~Our~~Controls total other expense for the three months ended September 30, 2024 consisted primarily of the recognition of a gain on extinguishment of debt following the Company’s settlement of the EIB loan guaranty in August 2024, the recognition of a gain on settlement of compensation expenses following the Company’s settlement of deferred and ~~accrued compensation and severance expenses with the Company’s former CEO, David E. Lazar, and the change in fair value of our EIB loan guaranty.~~Procedures

25Evaluation of Disclosure Controls and Procedures

~~Results~~Our management evaluated, with the participation of ~~operations~~our ~~for~~principal executive and principal financial officer, the ~~nine~~effectiveness ~~months~~of ~~ended~~our ~~September~~disclosure 30controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, ~~2025~~2026. We maintain disclosure controls and ~~2024~~procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding disclosure. Based on their evaluation, management has concluded that our disclosure controls and procedures were effective as of March 31, 2026.

~~Revenues~~Changes in Internal Control over Financial Reporting

	Nine Months Ended September 30,
	2025		2024
Product sales	$	-	$	169,373
Laboratory services		-		26,776
Listing sponsorship services		4,000,000		-
Total revenue	$	4,000,000	$	196,149

For the quarter ended March 31, 2026, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We recognized revenue in the nine months ended September 30, 2025 solely related to our single contract to provide listing sponsorship and consulting services, as CapForce completed the second performance obligation within the Engagement Agreement, earning proceeds of $4.0 million in the Client’s equity. We did not generate any product sales or laboratory services revenue in the nine months ended September 30, 2025, due to the winding down of our legacy precision medicine business and repositioning ourselves in the financial services and technology industry.25

~~Operating~~Part II. ~~expenses~~OTHER INFORMATION

	Nine Months Ended September 30,
	2025		2024
Cost of products sold	$	-	$	31,636
Cost of services		-		1,575
Research and development		-		49,308
General and administrative		1,810,097		4,021,321
Sales and marketing		12,159		168,819
Total operating expenses	$	1,822,256	$	4,272,659

Item 1. Legal Proceedings

~~Our~~To ~~total~~the ~~operating~~best ~~expenses~~of ~~for~~our ~~the~~knowledge, ~~nine~~we ~~months~~are ~~ended~~not ~~September~~currently 30a party to any legal proceedings that, ~~2025~~individually ~~decreased~~or ~~approximately~~in ~~57%~~the ~~when~~aggregate, ~~compared~~are deemed to ~~the~~be ~~same~~material ~~period~~to inour ~~2024.~~financial ~~Operating~~condition ~~expenses~~or ~~changed~~results asof ~~follows:~~operations.

·Item ~~Cost of products sold and cost of services: cost of products sold and cost of services for the nine months ended September 30, 2025 decreased 100% when compared to the same period in 2024~~1A. ~~The~~Risk decrease in cost of products sold and cost of services aligns with the decrease in product sales and laboratory services during the nine months ended September 30, 2025, which is due to the Company scaling down its legacy operations and repositioning its business; andFactors

·Reference ~~Research~~is ~~and~~made ~~development,~~to ~~general~~the ~~and~~Risk ~~administrative,~~Factors ~~and~~included ~~sales~~in ~~and~~our ~~marketing:~~annual ~~research~~report ~~and~~on ~~development,~~Form ~~general~~10-K ~~and administrative, and sales and marketing expenses decreased approximately 100%, 55%, and 93%, respectively,~~ for the ~~nine~~year ~~months~~ ended ~~September 30~~December 31, 2025 ~~compared to the same period in 2024~~. ~~The~~There ~~decreases~~have ~~are~~been ~~primarily~~no ~~attributable~~material tochanges ~~the~~from ~~Company~~such ~~scaling~~Risk ~~down its legacy operations and repositioning its business~~Factors.

26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Other~~As ~~income~~previously disclosed in our Current Report on Form 8-K filed on January 16, 2026, we entered into a share sale agreement with AEI Capital, our controlling stockholder, pursuant to which we acquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited (~~expense~~“SIE”). SIE is a holding company that owns all the equity interests of iCapX Sdn. Bhd. (“iCapX”). The contractual purchase price was $12,278,703.08, and we 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.

	Nine Months Ended September 30,
	2025			2024
Interest and other income	$	324,059		$	242,799
Interest expense		(8,777	)		(4,317	)
Gain on impairment adjustment		-			2,079,575
Gain on extinguishment of debt		-			9,738,487
Gain on settlement of compensation expenses		-			570,785
Change in fair value of EIB loan guaranty		-			(908,586	)
Foreign currency transaction gains		103			463
Total other income	$	315,385		$	11,719,206

Item 3. Defaults Upon Senior Securities

~~Our total other income for the nine months ended September 30, 2025 consisted primarily of sublease income~~None. Our total other income for the nine months ended September 30, 2024 consisted primarily of the recognition of a gain on extinguishment of debt following the Company’s settlement of the EIB loan guaranty in August 2024, the recording of a gain on impairment adjustment following the identification of a subtenant and the lease assignment, the recognition of a gain on settlement of compensation expenses following the Company’s settlement of deferred and accrued compensation and severance expenses with the Company’s former CEO, David E. Lazar, and the change in fair value of our EIB loan guaranty.

~~Liquidity~~Item ~~and~~4. ~~Capital~~Mine ~~Resources~~Safety Disclosures

AsNot ~~of September 30, 2025, we had cash and cash equivalents of $0~~applicable.~~4 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.~~

~~The~~Item ~~following financing transactions generating gross proceeds of $~~5.0 ~~million~~Other ~~took place during 2024:~~Information

~~● In March 2024, we entered into a securities purchase agreement with David E~~None. 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.

● 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 sole 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: (i) 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 (ii) our ability to sell shares of common stock to AEI Capital Ltd. under the securities purchase agreement was extended until December 31, 2025. Accordingly, we have the right, in our sole discretion, to sell to AEI Capital Ltd., at any time and from time to time prior to December 31, 2025, up to $7.0 million of additional shares of common stock.26

InItem ~~the near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd~~6., ~~including the August 2024 Securities Purchase Agreement noted above, until our operating business is able to sustain our operations.~~Exhibits

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		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 27, 2026 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 27, 2026).

3.2		Amended and Restated Bylaws of CapForce Inc., as effective February 27, 2026 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 27, 2026).

10.1		CapForce Inc. 2026 Incentive Compensation Plan, effective February 23, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 27, 2026).

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

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

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

~~Sources~~* ~~and~~Filed ~~uses~~or offurnished ~~cash~~herewith.

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

	Nine months ended September 30,
	2025			2024
Net cash (used in) provided by
Operating activities	$	(978,685	)	$	(4,637,508	)
Investing activities		-			-
Financing activities		82,243			5,118,851
Net (decrease) increase in cash and cash equivalents	$	(896,442	)	$	481,343

SIGNATURES

~~Net~~Pursuant ~~cash~~to ~~used~~the inrequirements ~~operating~~of ~~activities~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Net cash used in operating activities for the nine months ended September 30, 2025 consists primarily of our net income of $2.5 million and non-cash share-based compensation expense of $0.3 million, reduced by changes in operating assets and liabilities of $3.9 million.

	CAPFORCE INC.

	By:	/s/ Christian-Laurent Benoit Bonte
		Christian-Laurent Benoit Bonte
		Chief Executive Officer (principal executive officer, principal financial officer, and principal accounting officer)

	Date:	June 12, 2026

Net cash used in operating activities for the nine months ended September 30, 2024 consisted primarily of our net income of $7.6 million and non-cash share-based compensation expense of $0.6 million, reduced by certain non-cash items, including the change in the fair value of the EIB loan guaranty of $10.9 million, gain on impairment adjustment of $2.1 million, and gain on settlement of compensation expenses of $0.6 million.28

Net cash used in investing activities

We used no cash in investing activities during the nine months ended September 30, 2025 or 2024.

Net cash provided by financing activities

Net cash provided by financing activities for the nine months ended September 30, 2025 consists solely of proceeds and payments related to our short-term insurance financing.

Net cash provided by financing activities for the nine months ended September 30, 2024 consisted primarily of proceeds from the issuance of preferred stock in connection with the March 2024 Purchase Agreement with David E. Lazar and, subsequently, AEI Capital Ltd., as assignee from Mr. Lazar, and proceeds from the issuance of common stock in connection with the August 2024 Securities Purchase Agreement with AEI Capital Ltd.

Contractual Commitments

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 September 30, 2025.

Funding requirements

Going forward, our primary use of 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.

Critical accounting policies and use of estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with 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 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 unaudited condensed consolidated financial statements, estimates are used for, but not limited to, liquidity assumptions, revenue recognition, 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.

A summary of our significant accounting policies is included in Note 3 “Summary of significant accounting policies” to the accompanying unaudited condensed 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. Our critical policies are summarized in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2024.

Recently issued accounting pronouncements

Off-balance sheet arrangements

As of September 30, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management evaluated, with the participation 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 September 30, 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, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding disclosure. Based on their evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

For the quarter ended September 30, 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

To the best of our knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.

Item 1A. Risk Factors

Reference is made to the Risk Factors included in our annual report on Form 10-K for the year ended December 31, 2024. There have been no material changes from such Risk Factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the three months ended September 30, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description
31.1*		Certification pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit), (iv) the Unaudited Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements.

* Filed or furnished herewith.

SIGNATURES

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

	OPGEN, INC.
	By:	/s/ John Tan Honjian
		John Tan Honjian
		Chief Executive Officer and Chairman (principal executive officer, principal financial officer, and principal accounting officer)
	Date:	November 19, 2025

Filing Compare · CapForce Inc.