v3.26.1
Organization
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization

Note 1 – Organization

 

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 help combat infectious disease. The Company, along with its subsidiaries, Curetis GmbH (“Curetis”) and Ares Genetics GmbH (“Ares Genetics”), developed and commercialized molecular microbiology solutions helping to guide clinicians with more rapid and actionable information about life-threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs.

 

In November 2023, the Company implemented certain cash management initiatives, including restructuring its U.S. operations by reducing headcount and scaling down operations at the Company’s U.S. headquarters to the core functions of a U.S. Nasdaq listed company, allowing the Company to conserve cash and focus on the functions needed to pursue potential strategic alternatives. Subsequently, Curetis and Ares Genetics filed petitions for insolvency, and, as a result of such proceedings, the respective insolvency administrators assumed control over the assets and liabilities of Curetis and Ares Genetics, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. The loss of control required that the Company no longer include Curetis and Ares Genetics in its consolidated financial statements and consequently, the subsidiaries were deconsolidated from the Company’s consolidated financial statements. As part of the insolvency proceedings, in April 2024, all of Curetis’ assets were sold to Camtech Pte Ltd., a Singaporean family office (“Camtech”). and all of Ares Genetics’ assets were sold to bioMerieux S.A.

 

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

 

In July 2024, Mr. Lazar consummated a transaction pursuant to which he sold 550,000 shares of Series E Convertible Preferred Stock (“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., a private limited company incorporated under the laws of the British Virgin Islands, which forms part of AEI Capital Group, with groupwide assets under management exceeding $3.0 billion. In conjunction with the transaction, Mr. Lazar resigned as Chief Executive Officer, Chairman and a director of the Company effective August 2024, and he resigned as President of the Company effective December 23, 2025. Subsequently, AEI Capital Ltd. paid the Company $2.45 million in August 2024 in exchange for the remaining 2,450,000 shares of Series E Preferred Stock under the terms of the March 2024 Purchase Agreement. All 3,000,000 shares of Series E Preferred Stock were subsequently converted into 7,200,000 shares of the Company’s common stock in August 2024.

 

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

 

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, a company incorporated under the laws of the British Virgin Islands (the “Holding Company”) from AEI Capital Ltd. The Holding Company is the owner of all the equity interests of iCapX Sdn. Bhd., a private company limited by shares incorporated under the laws of Malaysia (“iCapX”) providing cap table management fintech platform services to customers. The iCapX platform will provide customers with proprietary datasets of structured private company equity information, enhancing due diligence capabilities, improving listing readiness assessments, and supporting pricing accuracy. The platform will also function as a pipeline for business development by engaging private companies ahead of potential listing events. Ongoing development initiatives include AI-driven analytics for identifying structural risks, optimizing exchange selection, and supporting predictive insights related to post-listing performance.

 

On February 23, 2026, at 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 on February 27, 2026, and the Company also amended and restated its bylaws to reflect the name change.

 

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

 

As of December 31, 2025, upon assignment of the Company’s lease at 9717 Key West Avenue, Suite 100, in Rockville, Maryland in April 2024, CapForce operates virtually in the United States. The Company’s subsidiaries, CapForce International and iCapX, are located at Unit 26-3A, Tower A, Menara UOA Bangsar, No. 5, Jalan Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia; while CapForce International Singapore Pte Ltd. (“CapForce Singapore”), a personnel entity of the Company, operates virtually.

 

The Company operates in one business segment.