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CFOR 10-K & 10-Q changes, risk factors and insider trading

CapForce Inc. · OTC · Services-Medical Laboratories · CIK 1293818 · All filings on SEC.gov

Everything below is quoted or computed from CapForce Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

18 / 2risk-factor paragraphs added / removed in latest 10-K
8new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-05-26 (period ending 2025-12-31) with 10-K filed 2025-08-21 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

18new paragraphs
2removed paragraphs
10reworded paragraphs
3,969 → 4,969words in section

New heading “Our operations within the securities and capital markets ecosystem subject us to complex and evolving regulatory requirements that could materially adversely affect our business.”

New heading “Our operations in Malaysia and our personnel in Singapore subject us to economic, political, and regulatory risks that could adversely affect our business.”

New heading “Global economic and geopolitical conditions could adversely affect our business and the capital markets environment in which we operate.”

New heading “We may not realize the anticipated benefits of our acquisition of iCapX, and integration and development of the platform may present challenges.”

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

New heading “We may pursue joint ventures or strategic partnerships in the future, which could involve risks that adversely affect our business.”

New heading “We rely, in part, on consultants and personnel affiliated with our controlling stockholder, which may present operational and other risks.”

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

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

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: export control, sanction, middle east, inflation
“Our business depends, in part, on the stability of global financial markets. Geopolitical developments, including conflicts, sanctions, or instability in regions such as the Middle East, may result in market volatility, reduced investor confidence, and disruptions to cross-border capital flows. Such conditions may also contribute to inflation, currency volatility, and tighter financial conditions, which could reduce demand for capital markets transactions, including public offerings and cross-border listings. …”
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New text
“We have never paid dividends on our capital stock. While we may consider the payment of dividends in the future, we do not currently have any declared dividend policy and any such determination will be made at the discretion of our Board of Directors.”
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New text
“Our operations within the securities and capital markets ecosystem subject us to complex and evolving regulatory requirements that could materially adversely affect our business.”
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New text
“Our operations in Malaysia and our personnel in Singapore subject us to economic, political, and regulatory risks that could adversely affect our business.”
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New text
“Our reliance on data and advanced computational model-enabled analytics presents risks related to data quality, regulatory oversight, and performance.”
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New text
“We may not realize the anticipated benefits of our acquisition of iCapX, and integration and development of the platform may present challenges.”
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Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

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

Reworded

We arehave repositioningrepositioned into a new industry and are working to grow our business. This repositioning and expansion increase the complexity of our business and has placed, and will continue to place, strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Our ability to manage our transition and growth effectivelyeffectively, including navigating unfamiliar market dynamics and competitive pressures in the new industry and integrating new employees, technologies and acquisitions into our existing businessbusiness, will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Our ability to manage our growth effectively will require us to implement and improve our operational, financial, and management systems and to expand, train, manage, and motivate our employees. These demands will require the hiring of additional management and operational personnel. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the transition or growth of our business and operations, the quality of our offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations. Failure to successfully adapt to the demands of the new industry and effectively scale our operations could jeopardize our market position and long-term viability.

Added

Our operations within the securities and capital markets ecosystem subject us to complex and evolving regulatory requirements that could materially adversely affect our business.

Added

We provide technology, data, and advisory solutions that support securities offerings, listing readiness, and cross-border capital markets activities. While we are not registered as a broker-dealer or securities exchange in the United States or other jurisdictions, certain aspects of our services may be subject to regulation by securities authorities in the United States and in foreign jurisdictions.

Added

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

Added

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

Added

Our operations in Malaysia and our personnel in Singapore subject us to economic, political, and regulatory risks that could adversely affect our business.

Added

We operate in Malaysia and maintain personnel in Singapore, and may further expand internationally. As a result, we are subject to risks associated with conducting business outside the United States, including changes in laws and regulations, currency controls, and differing governance and disclosure standards. Regulatory frameworks in these jurisdictions, particularly for capital markets and financial services activities, may continue to evolve and may limit or condition our operations. In addition, legal protections and enforcement mechanisms may be more limited or uncertain than in the United States. These factors may increase our compliance costs and operational complexity and could limit our ability to operate effectively or expand in these markets, which could have a material adverse effect on our business, financial condition, and results of operations.

Added

Global economic and geopolitical conditions could adversely affect our business and the capital markets environment in which we operate.

Added

Our business depends, in part, on the stability of global financial markets. Geopolitical developments, including conflicts, sanctions, or instability in regions such as the Middle East, may result in market volatility, reduced investor confidence, and disruptions to cross-border capital flows. Such conditions may also contribute to inflation, currency volatility, and tighter financial conditions, which could reduce demand for capital markets transactions, including public offerings and cross-border listings. In addition, sanctions or export controls could restrict our ability to engage with certain counterparties or jurisdictions. Any such developments could adversely affect our business, financial condition, and results of operations.

Added

We may not realize the anticipated benefits of our acquisition of iCapX, and integration and development of the platform may present challenges.

Added

The integration of iCapX into our platform and its continued development involve risks, including potential difficulties in combining systems, data, and product offerings, as well as maintaining data integrity and security. We may also face challenges in scaling the platform and supporting new functionalities. The anticipated benefits of the acquisition, including enhanced capabilities and business opportunities, may not be realized within expected timeframes or at all. In addition, we may incur ongoing costs related to development and maintenance. If integration of the platform into our other offerings is not successful or proves more costly than expected, it could adversely affect our business, financial condition, and results of operations.

Added

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

Added

Our platform will depend on the accuracy and completeness of underlying data, including data provided by third parties. If such data is inaccurate or incomplete, our outputs may be less reliable, which could affect customer confidence. Since we do not control third party providers of data, we may have limited ability to ensure or verify the accuracy and completeness of such data. The use of advanced computational model-enabled tools in financial and regulatory contexts may also be subject to evolving regulatory requirements, which could increase compliance obligations or limit certain applications. In addition, our models may not perform as expected in all circumstances.

Added

We may pursue joint ventures or strategic partnerships in the future, which could involve risks that adversely affect our business.

Added

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

Reworded

We have incurred significant net losses since our inceptioninception. and, althoughAlthough we have generated revenue duringsince the repositioning of our business and are presenting net income in the current reporting period, we cannot assure you that we will achieve or sustain profitability in the future. We are currently undergoingunderwent a strategic repositioning of our business, and our long-term success depends on our ability to effectively implement and adapt this evolving strategy in a dynamic and competitive market. This repositioning involves uncertainties related to operational changes, market adoption, and execution risks, and we may not realize the intended benefits or efficiencies. As a result, we may continue to experience operating losses, and we cannot guarantee that our business model will succeed or that we will achieve positive financial results.

Reworded

Our success dependsdepends, in partpart, on the service of our senior management team as well asteam, key technical employeesemployees, and other highly skilled personnel,personnel and service providers upon whom we rely, as well as on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. In order to effectively execute our strategy, we will need to hire employees for various roles in the development, operations, sales, and compliance parts of our business. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

Added

We rely, in part, on consultants and personnel affiliated with our controlling stockholder, which may present operational and other risks.

Added

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

Reworded

As of December 31, 2025, AEI and its affiliates own approximately 75.9%76.1% of our outstanding common stock. AEI has appointed 5 directors to the board. Based on AEI’s representation on the board and ownership position, AEI is able to exert substantial influence over the Company’s business. Additionally, the interests of AEI may be different from or conflict with the interests of the other stockholders. This concentration of voting power with AEI could delay, defer, or prevent a change of control, entrench management and the board, or delay or prevent a merger, consolidation, takeover, or other business combination involving the Company on terms that other stockholders may desire. In addition, conflicts of interest could arise in the future between the Company, on the one hand, and AEI, on the other hand, concerning potential competitive business activities, business opportunities, the issuance of additional securities and other matters.

Reworded

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

Reworded

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

Reworded

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

Reworded

As of December 31, 2024,2025, we had outstanding warrants to acquire a total of 1,092,5721,092,569 shares of our common stock, and stock options to purchase 138 shares of our common stock. AWhile significant numbermany of suchthese warrants havewere exercisenot pricesin abovethe ourmoney commonbased stock’son recent trading prices;prices, however,they were in the holdersmoney haveat certain points during the rightyear, toand effectholders may elect cashless exercise. To the extent these warrants and options are exercised, whether for cash or on a cashless exercise of such warrants. If a significant number of such warrants and stock options are exercised by the holders, whether through cash or cashless exercises, the percentage of our common stock owned by ourbasis, existing stockholdersstockholders’ ownership percentages will be diluted.

Added

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

Added

We have never paid dividends on any of our capital stock. While we may, in the future, consider the payment of dividends as part of our asset allocation strategy, we have no current dividend policy or commitment to pay dividends. Any decision to pay dividends will depend on our financial condition, results of operations, capital requirements, contractual restrictions, and other factors deemed relevant by our Board of Directors.

Removed

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

Removed

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

Reworded

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

Management's Discussion & Analysis (MD&A) (10-K Item 7)

13new paragraphs
10removed paragraphs
25reworded paragraphs
3,591 → 3,149words in section

Removed heading “Valuation of Inventory”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

Property and equipment is stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets. The estimated service lives range from three to ten years. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimation of undiscounted cash flows areis doneperformed at the lowest possible level for which wethe 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. During the year ended December 31, 2023, the Company determined that its property and equipment, including leasehold improvements and computer and networking equipment, at its Rockville, MD office was impaired due to the Company’s financial condition and the impairment of the Company’s ROU lease asset. As a result, the Company recorded an impairment charge in the amount of $1,231,874. In the Company’s Amended Form 10-Q for the three months ended March 31, 2024, the Company recorded a change in accounting estimate on the Company’s leasehold improvement property and equipment, adjusting the balance as of the beginning of the period to $1,230,332 following the Company’s identification of a subtenant. During the year ended December 31, 2024, the Company determined that its property and equipment was not impaired.
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Removed text topics: impairment
“Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. …”
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Removed text topics: restructuring
“In November 2023, the Company implemented certain cash management initiatives, including restructuring its U.S. operations by reducing headcount and scaling down operations at OpGen’s U.S. headquarters to the core functions of a U.S. Nasdaq listed company, allowing the Company to conserve cash and focus on the functions needed to pursue potential strategic alternatives. In November 2023, Curetis filed a petition for insolvency with the district court of Stuttgart, Germany, and Ares Genetics filed a petition for insolvency with the commercial court in Vienna, Austria. …”
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New text topics: impairment
“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 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. …”
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Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

Net cash used in operating activities infor the year ended December 31, 2024 consisted primarily of our net income of $12.0 million, adjusted for certain non-cash items, including the change in fair value of the EIB loan guaranty of $10.9 million, the gain on impairment adjustment of $2.1 million, and the net change in operating assets and liabilities of $4.1 million. Net cash used in operating activities in 2023 consisted primarily of our net loss of $32.7 million, adjusted for certain non-cash items, including loss on deconsolidation of subsidiaries of $13.0 million, depreciation and amortization expense of $1.3 million, non-cash interest of $1.7 million, impairment of property and equipment of $1.2 million, impairment of right-of-use asset of $0.8 million, and change in inventory reserve of $0.8 million, partially offset by the net change in operating assets and liabilities of $1.0 million.
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Reworded topics: restructuring

Paragraph as it now reads, with added and removed wording marked:

TheIn 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, respectively, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. The loss of control required that the Company no longer include Curetis and Ares Genetics in its consolidated financial statements and consequentlyconsequently, 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.
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Full comparison: every changed paragraph (48)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

OpGen,CapForce Inc. (“OpGenCapForce” or the “Company”, formerly known as OpGen, Inc.) was incorporated in Delaware in 2001. In April 2020, OpGen completed its business combination transaction with Curetis N.V., a public company with limited liability under the laws of the Netherlands. As part of the transaction, the Company acquired all the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis”), and certain other assets and liabilities of Curetis GmbH, including all its shares of Ares Genetics GmbH (“Ares Genetics”). From inception through November 2023, the Company operated as a precision medicine company harnessing the power of molecular diagnostics and informatics to help combat infectious disease. The Company, along with its subsidiaries, Curetis GmbH (“Curetis”) and Ares Genetics,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.

Removed

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

Reworded

TheIn 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, respectively, which eliminated the authority and power of the Company and its officers to act on behalf of the subsidiaries. The loss of control required that the Company no longer include Curetis and Ares Genetics in its consolidated financial statements and consequentlyconsequently, 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.

Reworded

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, 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.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 andresigned, a new Board of Directors was appointed, of which Mr. Lazar was appointed Chairman.Chairman, Furthermore, in April 2024, the Company entered into an employment agreement with David E. Lazar, pursuant to which the Company engagedand Mr. Lazar towas act as itsappointed Chief Executive Officer (“CEO”).Officer.

Reworded

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.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 CEO,Chief Executive Officer, Chairman and Directora director of the Company,Company effective August 2, 2024, butand he currently maintains a roleresigned as President.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. As of September 30, 2024, no shares of Series E Preferred Stock remain outstanding. Upon conversion, such shares of Series E Preferred Stock resumed the status of authorized but unissued shares of undesignated preferred stock of the Company.

Reworded

UnderFollowing the directionsale of control to AEI Capital Ltd., the Company hasfurther continued scalingscaled down legacy operations.operations Thewhile Company has repositionedrepositioning 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”),Ltd., which has launched a new business line offering listing sponsorship and consultancy services to international companies seeking to list their securities on securities exchanges. Additionally, CapForce contemplatesis entering the financial technology industry supporting digital investment banking activities, cross border securities trading, advanced computational model-enabled investment banking advisory, asset management services,activities and FinTech-enabled capital table management.

Added

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.

Reworded

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

Reworded

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 going forward, the Company anticipates funding its operations primarily through financing arrangements with AEI Capital Ltd. The following financing transactions took place during 2023 and 2024:

Added

The following financing transactions generating gross proceeds of $5.5 million took place during 2024 and 2025:

Added

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

Reworded

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

Added

Following the acquisition of a controlling interest in the Company by AEI Capital Ltd., 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 iCapX, CapForce’s next generation global digital investment banking platform.

Reworded

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

Added

Following the acquisition of a controlling interest in the Company by AEI Capital Ltd., the Company’s cost of sales are primarily subcontractor and advisor fees and technology infrastructure costs associated with providing our services. Research and development expenses consist of fees to develop, expand and innovate CapForce’s digital investment banking platform, and selling, general, and administrative expenses continue to consist of public company costs, salaries, and related costs for administrative and business development purposes.

Reworded

The Company’s total revenue for the year ended December 31, 20242025 increased $1.8$25.0 million or 52%.million. This increase is primarily attributable to the recognition of additional listing sponsorship services revenues in 2024,2025, partially offset by a decrease in product sales,sales and laboratory services, and collaboration revenuesservices as the Company scaled down its legacy operations. The breakdown of total revenues is as follows:

Reworded

The Company’s total operating expenses for the year ended December 31, 20242025 decreased 86%,increased from $34.2$4.9 million to $4.9$6.2 million, when compared to the same period in 2023.2024. This decreaseincrease is primarily attributable to:

Reworded

The Company’s increasedecrease in total other income for the year ended December 31, 20242025 compared to the same period of 20232024 is primarily due to several one-time income items in 2024 including the recognition of a gain on extinguishment of debt of $9.7 million following the Company’s settlement of the EIBits loan guaranty with its former lender, the European Investment Bank (“EIB”), in August 2024, the recording of a gain on impairment adjustment of $2.1 million in March 2024 following the Company’s identification of a subtenant for its Rockville, Maryland office, and the recognition of a gain on settlement of compensation expenses of $0.6 million following the Company’s settlement of deferred and accrued compensation and severance expenses with the Company’s former CEO,CEO. DavidThese E.were Lazar.partially Inoffset addition,by a $0.9 million change in the Companyfair didvalue not recognize interest expense onof the Company’s EIB liability during 2024 because, upon deconsolidation of the Company’s subsidiaries in the fourth quarter of 2023, the Company reclassified the EIB liability from a loan to a loan guaranty, which is recorded based on its fair value with changes being recognized as part of net income (loss) at each reporting date.guaranty.

Reworded

AtAs of December 31, 2024,2025, the Companywe had cash and cash equivalents of $1.3$0.5 million compared to $1.2$1.3 million at December 31, 2023.2024. TheHistorically, Companywe hashave funded itsour operations primarily through external investor financing arrangements and strategic actions taken by the Company,us, but going forward, thewe Company anticipatesanticipate funding itsour operations primarily through financing arrangements with AEI Capital Ltd. TheWe followinggenerated financing$0.5 transactions took place during 2023million and 2024:$5.0 million of gross proceeds from the sale of our securities in 2025 and 2024, respectively.

Added

In the near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd., including the August 2024 Securities Purchase Agreement noted above, until our operating business is able to sustain our operations or until we are able to monetize our investments in equity securities. As of December 31, 2025, 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, 2026, up to $6.5 million worth of additional shares of common stock under the August 2024 Securities Purchase Agreement.

Reworded

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

Added

Net cash used in operating activities for the year ended December 31, 2025 consisted primarily of our net income of $23.6 million, adjusted for certain non-cash items, including the net change in operating assets and liabilities of $25.3 million, stock compensation expense of $0.3 million, and depreciation and amortization of $0.2 million.

Reworded

Net cash used in operating activities infor the year ended December 31, 2024 consisted primarily of our net income of $12.0 million, adjusted for certain non-cash items, including the change in fair value of the EIB loan guaranty of $10.9 million, the gain on impairment adjustment of $2.1 million, and the net change in operating assets and liabilities of $4.1 million. Net cash used in operating activities in 2023 consisted primarily of our net loss of $32.7 million, adjusted for certain non-cash items, including loss on deconsolidation of subsidiaries of $13.0 million, depreciation and amortization expense of $1.3 million, non-cash interest of $1.7 million, impairment of property and equipment of $1.2 million, impairment of right-of-use asset of $0.8 million, and change in inventory reserve of $0.8 million, partially offset by the net change in operating assets and liabilities of $1.0 million.

Reworded

Net cash used in investing activities infor 2023the year ended December 31, 2025 consisted of purchasesprimarily of propertyour andpurchase equipment.of intangible assets of approximately $50,000.

Added

We used no cash in investing activities during the year ended December 31, 2024.

Added

Net cash provided by financing activities for the year ended December 31, 2025 of $0.5 million consisted primarily of proceeds from the issuance of common stock in connection with the August 2024 Securities Purchase Agreement with AEI Capital Ltd.

Added

Net cash provided by financing activities for the year ended December 31, 2024 of $5.0 million consisted primarily of proceeds from the issuance of preferred stock and common stock.

Removed

Net cash provided by financing activities in 2024 of $5.0 million 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 of $3.0 million, and proceeds from the issuance of common stock in connection with the August 2024 Securities Purchase Agreement with AEI Capital Ltd. of $2.0 million. Net cash provided by financing activities in 2023 of $8.4 million consisted primarily of net proceeds from the January 2023 Offering of $6.9 million, the May 2023 Offering of $3.0 million, and the October 2023 Warrant Inducement of $2.1 million, partially offset by payments on debt of $3.9 million.

Reworded

Subsequent to the insolvency filings of Curetis and Ares Genetics in November 2023 and the resulting deconsolidation, and following the Company’s related settlements with EIB and Curetis in August 2024, otherOther than the continuing liability under our former headquarters’ office lease, which lease was assigned to a third party in April 2024,2024 but for which we still remain liable to the landlord, the Company has no other material contractual commitments as of December 31, 2024.2025.

Reworded

Going forward, our primary use of cash is to fund the Company’s revenue growth and operating expenses, including those costs for general administrativeadministrative, 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 assureprovide youany 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 andand, in the near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital Ltd., our controlling shareholder.shareholder, until our operating business is able to sustain our operations.

Reworded

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

Reworded

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

Reworded

DuringThe theCompany yearsderives endedrevenues Decemberprimarily 31,from 2024offering listing sponsorship and 2023,consultancy services to international companies seeking to list their securities on securities exchanges. Prior to its repositioning, the Company derived revenues from (i) listing sponsorship and consultancy services, (ii) the sale of Unyvero Application cartridges, Unyvero Systems, Acuitas AMR Gene Panel systems and test products, and SARS CoV-2 tests, (iiiii) providing laboratory services, and (iviii) providing collaboration services including funded software arrangements, license arrangements, and the FIND NGO collaboration on our Unyvero A30 platform.services.

Reworded

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 obligationsobligations, and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation.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.

Removed

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

Removed

Valuation of Inventory

Removed

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

Removed

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

Reworded

Impairment of Long-Lived Assets

Reworded

Property and equipment is stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets. The estimated service lives range from three to ten years. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimation of undiscounted cash flows areis doneperformed at the lowest possible level for which wethe 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. During the year ended December 31, 2023, the Company determined that its property and equipment, including leasehold improvements and computer and networking equipment, at its Rockville, MD office was impaired due to the Company’s financial condition and the impairment of the Company’s ROU lease asset. As a result, the Company recorded an impairment charge in the amount of $1,231,874. In the Company’s Amended Form 10-Q for the three months ended March 31, 2024, the Company recorded a change in accounting estimate on the Company’s leasehold improvement property and equipment, adjusting the balance as of the beginning of the period to $1,230,332 following the Company’s identification of a subtenant. During the year ended December 31, 2024, the Company determined that its property and equipment was not impaired.

Added

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 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. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Removed

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. All the Company’s finite-lived intangible assets with net balances were held by Curetis and Ares Genetics. As a result of the insolvency filings for Curetis and Ares Genetics and the associated deconsolidation of these entities in 2023, the Company does not have any finite-lived or indefinite-lived intangible asset balances as of December 31, 2024.

Added

Stock-based compensation expense is recognized at fair value. The fair value of stock-based compensation to employees and directors is estimated on the date of grant using the Black-Scholes model for stock options. The resulting fair value is recognized ratably over the requisite service period, which is generally the 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.

Added

Option 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.

Removed

Share-based payments to employees, directors and consultants are recognized at fair value. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. The estimated fair value of equity instruments issued to non-employees is recorded at fair value on the grant date.

Removed

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

Removed

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

Reworded

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

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-19 (period ending 2026-06-30) with 10-Q filed 2026-06-12 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

Reference is made to the Risk Factors included in our annual report on Form 10-K for the year ended December 31, 2025. There have been no material changes from such Risk Factors.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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14reworded paragraphs
1,564 → 1,998words in section

New heading “Results of operations for the six months ended June 30, 2026 and 2025”

New heading “Operating Expenses”

New heading “Other Income (Expense)”

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“Results of operations for the six months ended June 30, 2026 and 2025”
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“Other Income (Expense)”
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“Operating Expenses”
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“Our total other income for the six months ended June 30, 2026 decreased by approximately $39,000 when compared to the same period in 2025 primarily due to a decrease in interest income attributable to lower average cash balances and lower prevailing interest rates compared to the prior-year period.”
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“Our cost of services are primarily subcontractor, advisor, and service provider fees and technology infrastructure costs associated with providing our services. As the Company is not a registered investment bank, certain investment banking activities required in connection with the Company’s listing consultancy and sponsorship services are performed by the European Credit Investment Bank (“ECIB”), a registered investment bank, on the Company’s behalf. …”
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“We recognized revenue in the three months ended June 30, 2026 and 2025 of $50.0 million and $4.0 million, respectively, in equity securities, from our listing sponsorship and consulting services, as CapForce International completed performance obligations within client advisory agreements. The revenues recognized in each of these periods relate to separate customer contracts, under which the respective performance obligations were satisfied during the applicable period.”
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Reworded

As part of our strategic focus on capital markets advisory, in December 2025, we acquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited,Limited (“SIE”), a company incorporated under the laws of the British Virgin Islands (“SIE”) 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 providing cap table management fintech 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.

Reworded

Cost of SalesServices and Operating Expenses

Added

Our cost of services are primarily subcontractor, advisor, and service provider fees and technology infrastructure costs associated with providing our services. As the Company is not a registered investment bank, certain investment banking activities required in connection with the Company’s listing consultancy and sponsorship services are performed by the European Credit Investment Bank (“ECIB”), a registered investment bank, on the Company’s behalf. The fees payable to ECIB are calculated based on a percentage of revenues earned by the Company in connection with the related advisory services. The consideration payable to ECIB represents costs directly attributable to the provision of the Company’s advisory services and is therefore recognized as cost of services.

Reworded

Our cost of sales are primarily subcontractor, advisor, and service provider fees and technology infrastructure costs associated with providing our services. Research and development expenses consist of fees to develop, expand and innovate our digital investment banking platform, and selling, general, and administrative expenses consist of public company costs, salaries, and related costs for administrative and business development purposes.

Reworded

Results of operations for the three months ended MarchJune 31,30, 2026 and 2025

Added

We recognized revenue in the three months ended June 30, 2026 and 2025 of $50.0 million and $4.0 million, respectively, in equity securities, from our listing sponsorship and consulting services, as CapForce International completed performance obligations within client advisory agreements. The revenues recognized in each of these periods relate to separate customer contracts, under which the respective performance obligations were satisfied during the applicable period.

Removed

The Company did not generate any revenue during the three months ended March 31, 2026 or March 31, 2025.

Reworded

The Company’s total operating expenses for the three months ended MarchJune 31,30, 2026 increased from $0.5$0.6 million to $0.8$5.7 million, when compared to the same period in 2025. This increase is primarily attributable to:

Reworded

Our total other income for the three months ended MarchJune 31,30, 2026 decreased by approximately $20,000$19,000 when compared to the same period in 2025 primarily due to a decrease in interest income attributable to lower average cash balances and lower prevailing interest rates compared to the prior-year period.

Added

Results of operations for the six months ended June 30, 2026 and 2025

Added

Revenues

Added

We recognized revenue in the six months ended June 30, 2026 and 2025 of $50.0 million and $4.0 million, respectively, in equity securities, from our listing sponsorship and consulting services, as CapForce International completed performance obligations within client advisory agreements. The revenues recognized in each of these periods relate to separate customer contracts, under which the respective performance obligations were satisfied during the applicable period.

Added

Operating Expenses

Added

The Company’s total operating expenses for the six months ended June 30, 2026 increased from $1.1 million to $6.5 million, when compared to the same period in 2025. This increase is primarily attributable to:

Added

Other Income (Expense)

Added

Our total other income for the six months ended June 30, 2026 decreased by approximately $39,000 when compared to the same period in 2025 primarily due to a decrease in interest income attributable to lower average cash balances and lower prevailing interest rates compared to the prior-year period.

Added

Income Taxes

Added

We recorded a provision for income taxes of $1.9 million for the three months ended June 30, 2026, compared with no provision for the three months ended June 30, 2025. The increase is attributable to the revenues of CapForce International during the quarter, which generated taxable income in both Malaysia and, through the Subpart F regime, the United States.

Reworded

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $0.1 million compared to $0.5 million at December 31, 2025. Historically, we have funded our operations primarily through external investor financing arrangements and strategic actions taken by us. We generated $480,000, $0.5 million and $5.0 million of gross proceeds from the sale of our securities in six months ended June 30, 2026, and the years ended December 31, 2025 and 2024, respectively.

Reworded

In the near term, we anticipate funding our operations primarily through financing arrangements with AEI Capital, including pursuant to the 2024 Securities Purchase Agreement, until our operating business is able to sustain our operations or until we are able to monetize our investments in equity securities from services performed for clients.securities. As of MarchJune 31,30, 2026, we have the right, in our sole discretion, to sell to AEI Capital, at any time and from time to time prior to December 31, 2026, up to $6.5$6.0 million worth of additional shares of common stock under the 2024 Securities Purchase Agreement.

Reworded

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:

Reworded

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 consists primarily of our net lossincome of $0.7$41.8 million,million partially offset byand noncash share-based compensation expense of $0.1$0.2 millionmillion, andreduced by changes in operating assets and liabilities of $0.2$43.0 million. Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 consists primarily of our net lossincome of $0.4$3.1 million,million partially offset byand noncash share-based compensation expense of $0.1$0.2 millionmillion, andreduced by changes in operating assets and liabilities of $0.2$4.0 million.

Reworded

There was no cash used in investing activities during the threesix months ended MarchJune 31,30, 2026 or 2025.

Reworded

Net cash usedprovided inby financing activities

Added

Net cash provided by financing activities for the six months ended June 30, 2026 consists of proceeds from the issuance of common stock in connection with the August 2024 Securities Purchase Agreement with AEI Capital in addition to proceeds, net of payments, related to our short-term insurance financing. Net cash provided by financing activities for the six months ended June 30, 2025 consists of proceeds, net of payments, related to our short-term insurance financing.

Removed

Net cash used in financing activities for the three months ended March 31, 2026 and 2025 consists of scheduled repayments on our short-term insurance financing obligations.

Reworded

Other than the continuing liability under our former headquarters’ office lease, which lease was assigned to a third party in April 2024 but for which we still remain liable to the landlord, we have no other material contractual commitments as of MarchJune 31,30, 2026.

Reworded

As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements.

CFOR insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-02-23Chua Kok Hoe Victor
Director
Grant/award 5,555— —34,126 SEC
2026-02-23Azudin Mohd Azham
COO
Grant/award 5,555— —36,805 SEC
2026-02-23Lim Zhao Qi Ken
Director
Grant/award 5,555— —34,126 SEC
2026-02-23Yee Gillian Tan Rou
Corporate Secretary
Grant/award 2,778— —18,403 SEC
2026-02-23Low Yu Jie Ethan
Director
Grant/award 5,555— —34,126 SEC
2026-02-23Wong Poh Yin Constance
Director
Grant/award 5,555— —34,126 SEC

Well-known investors holding CFOR (13F)

None of the 59 investors we track reported a position in their latest 13F.

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