OTC: CFOR

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.

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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”), 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.

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.

Business Offerings

CapForce offers capital market listing sponsorship services to mid-sized growth-stage private companies around the world targeting public market listings with market capitalization values between $1 billion and $10 billion. CapForce, following the acquisition of iCapX, is also progressing toward the launch of a next-generation global digital investment banking platform. This platform is being designed to support cross-border securities trading, advanced computational model-enabled investment banking advisory and asset management services, and fintech-enabled cap table management solutions.

Capital Market Listing Sponsorship Services

As part of its strategic focus on capital markets advisory, CapForce offers specialized listing sponsorship and listing consultancy services to mid-sized, growth-stage private companies, with a particular emphasis on issuers based in Asia. These services are designed to support companies pursuing public listings on leading global exchanges, including the New York Stock Exchange (NYSE), NASDAQ, and major Asian securities markets. CapForce’s offerings are particularly tailored for private companies targeting initial public offerings (IPOs) or direct listings with anticipated market capitalizations between $1 billion and $10 billion. Throughout 2025 and into 2026, CapForce is actively providing listing sponsorship and listing consultancy services to a single client, with the intent to grow this business line.

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

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

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

Next Generation Global Digital Investment Banking Platform: iCapX

Cross-Border Securities Trading

As part of its expanding suite of capital markets services, CapForce, following its acquisition of iCapX, is progressing toward the launch of its next-generation cross-border securities trading capabilities as part of its global digital investment banking platform. This service is designed to provide institutional and qualified investors with seamless access to a wide range of global markets including North America, Asia, and other major international financial centers via a unified, fully digital interface. The platform will support the trading of traditional securities such as equities, as well as select regulated digital assets, enabling a comprehensive and modernized approach to global investing.

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

Advanced Computational Model-Enabled Investment Banking Advisory and Asset Management Services

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

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

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Fintech-enabled Capital Table Management Solutions

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

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

Market Overview

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

For the full year ended December 31, 2025, the Asia-Pacific region accounted for approximately 43% of total proceeds and hosted seven of the world’s top 10 IPOs, according to EY Global IPO Trends 2025. This trend reflects strengthening investor confidence alongside a more resilient macroeconomic environment (Anani, 2025). Issuers from China, India, Southeast Asia, and South Korea are increasingly targeting major global exchanges, including the NYSE, NASDAQ, the Hong Kong Stock Exchange (HKEX), Singapore Exchange (SGX), and Tokyo Stock Exchange (TSE) to align capital needs with diverse investor bases seeking exposure to high-growth opportunities. The strategic rationale for companies pursuing listings on U.S. and leading Asian exchanges is multifaceted, supported by deep liquidity, broad investor participation, and tailored regulatory frameworks. U.S. markets (NYSE and NASDAQ) remain highly attractive due to the depth of capital pools and premium valuations afforded to high-growth sectors such as technology and life sciences.

Notably, non-U.S. issuers represented 39.3% of all IPOs on U.S. exchanges for the full year ended December 31, 2025, based on statistics published by the U.S. Securities and Exchange Commission. According to the U.S.-China Economic and Security Review Commission, from January 1, 2024 through March 31, 2025, 48 Chinese issuers listed on U.S. exchanges, raising $2.1 billion, and as of March 31, 2025, 286 Chinese companies listed in the United States collectively represented $1.1 trillion in market capitalization. Concurrently, Asian exchanges are enhancing competitiveness via proximity to domestic investor bases, acceptance of dual-class share structures, and regulatory reforms aimed at attracting technology-focused issuers. Dual and cross-border listings are increasingly used to mitigate geopolitical and regulatory risk while optimizing access to global capital, fostering a broader ecosystem of legal advisors, underwriters, fintech platforms, and governance consultants.

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This momentum is reinforced by growing demand for institutional-grade infrastructure and advisory services that connect local private markets with global public exchanges amid rising complexity in cross-border compliance, investor relations, environmental, social, and governance (ESG) disclosures, and post-listing reporting obligations. According to Financial Advisory Services Market data as of December 2025, the global market for financial advisory services reached approximately $92.76 billion in 2025. It is now projected to grow at a compound annual rate (CAGR) of roughly 6.1% to 6.72% through 2033, reaching a projected value of approximately $453.45 billion when considering the broader financial consulting sector. In parallel, foundational tools such as cap table management, enhanced equity transparency, and efficient connectivity to international trading venues have become essential for private companies preparing for and executing listings. These structural shifts, combined with supportive macroeconomic conditions (including accommodative monetary policies) and the rapid digitalization of financial services, suggest sustained momentum in public listing activity among Asia-based growth companies, positioning the region as a key driver of global capital-market integration and long-term value creation for issuers and investors alike.

Competition

The competitive landscape for capital markets services targeting private companies in Asia is becoming increasingly sophisticated and fragmented. A growing number of global and regional players are positioning themselves to serve the evolving needs of high-growth Asian enterprises pursuing listings on major public exchanges such as the NYSE, NASDAQ, HKEX, SGX, and TSE. These include traditional investment banks, boutique advisory firms, regional financial institutions, and an emerging class of digital platforms that offer capital raising, equity management, and advisory services in a modular or tech-driven format.

Major global investment banks continue to dominate high-profile IPOs and large-cap listings, leveraging established regulatory relationships, institutional investor networks, and full-service capital markets infrastructure. However, we believe that their high fee structures, selective deal criteria, and focus on later-stage or high-visibility issuers create opportunities for newer entrants to capture underserved segments of the market, particularly mid-sized private companies in Asia that are earlier in their listing journey or require more flexible, technology-enabled support. Regional financial institutions and law firms in Hong Kong, Singapore, and India are also intensifying their focus on pre-listing advisory and dual listings, often combining regulatory insight with deep local market knowledge.

At the same time, fintech-enabled platforms are reshaping competitive dynamics by offering niche services such as digital equity management, automated investor onboarding, and advanced computational model-enabled financial planning. Several well-capitalized startups in Asia and the United States now provide digital cap table solutions, cross-border brokerage access, or model-enabled advisory tools for founders and CFOs preparing for capital events. While many of these platforms operate in silos, a few are beginning to expand into integrated service models similar to those traditionally provided by investment banks, introducing a new class of agile, lower-cost competitors.

To compete effectively in this landscape, we believe any company seeking to grow its client base must overcome several key challenges: (i) building trust with private company founders and boards in a relationship-driven culture; (ii) navigating jurisdiction-specific regulatory environments across multiple Asian markets; and (iii) demonstrating the institutional credibility, technological robustness, and cross-border execution capabilities expected of advisors involved in public listings. Establishing brand recognition, maintaining strong compliance standards, and differentiating through bundled, tech-enabled services will be critical to overcoming these barriers and capturing market share in Asia’s increasingly competitive capital markets ecosystem.

Sales and Marketing

CapForce’s sales and marketing strategy is designed to attract and engage mid-sized, growth-stage private companies across Asia, with a particular emphasis on those preparing for public listings on leading global exchanges such as the NYSE, NASDAQ, HKEX, SGX, TSE, and Euronext. Headquartered in Labuan, Malaysia, CapForce operates at a nexus of Southeast Asia’s dynamic financial and innovation hubs, granting it a competitive advantage in sourcing and engaging with high-growth private enterprises in markets such as Malaysia, Singapore, Indonesia, Thailand, Vietnam, and India.

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

The go-to-market approach will be anchored on three strategic pillars:

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

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Strategic Partnerships Across Southeast and East Asia: CapForce will develop and strengthen partnerships with regional venture capital and private equity firms, corporate law firms, accounting and compliance specialists, accelerators, and startup platforms across ASEAN, India, and North Asia. These partnerships will act as trusted distribution and origination channels, particularly for capital table management and listing-readiness services. Such partnerships will enhance market intelligence, regulatory alignment, and geographic coverage-important factors in maintaining a competitive edge in fragmented emerging markets. Co-branded education initiatives, investor roundtables, and exclusive advisory engagements will reinforce CapForce’s credibility as a full-cycle capital markets partner.

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Localized Digital Marketing and Thought Leadership: CapForce is deploying a regionally localized digital marketing strategy. CapForce’s presence within the growing Asian fintech innovation region supports its visibility through its participation in capital markets events, fintech summits, and regulatory forums. CapForce also plans to publish white papers on IPO and listing trends, host webinars with exchange representatives and advisors, and perform targeted digital campaigns via LinkedIn, email, and professional platforms.

Additionally, CapForce will actively build brand presence and educational leadership by sponsoring or speaking at key industry events across Malaysia, Singapore, Jakarta, Mumbai, Hong Kong, and Seoul. These events will help raise awareness of evolving cross-border listing opportunities and the role of digital infrastructure in modern investment banking, while promoting investor confidence in CapForce’s domain expertise and regulatory familiarity.

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

Sales Process

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

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For its listing sponsorship and consultancy services, CapForce will identify and qualify prospective clients, typically companies with valuations between $1 billion and $10 billion through its network of venture capital firms, legal advisors, and financial intermediaries. The process begins with discovery sessions to assess listing readiness, followed by customized proposals outlining advisory support for exchange selection, regulatory compliance, and governance preparation. Engagements are formalized through defined scopes of work and executed in alignment with clients’ listing timelines. Clients will receive bespoke advisory scopes that integrate cross-border regulatory strategy, market positioning, and operational preparation for listing. This front-loaded, strategic approach helps differentiate CapForce from transactional advisors by fostering deeper alignment with long-term client outcomes and de-risking the public market transition.

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

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

For CapForce’s fintech-enabled capital table management solutions, the sales process will emphasize early engagement with private companies navigating complex equity structures. Leads will be sourced through partnerships with accelerators, law firms, and venture investors. After a gap assessment and product demonstration, clients will be onboarded to the digital platform with customized setup support and training. This service is anticipated to serve as a key entry point into CapForce’s broader ecosystem, positioning clients for future use of listing consultancy and advisory solutions as they progress toward a public listing.

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

Intellectual Property

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

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CapForce’s platform ecosystem will comprise three distinct yet interconnected components:

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a community-focused cross-border stock trading platform;

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a fintech-enabled capital table management solution; and

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

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

The cap table management platform will rely on purpose-built software engineered to securely model and manage complex ownership structures, equity issuances, vesting schedules, shareholder permissions, and comprehensive investor dashboards. The inherently sensitive nature of financial ownership data necessitates rigorous IP protection around these systems, ensuring unwavering data integrity, confidentiality, and compliance. This component requires IP related to advanced role-based access control systems, dynamic scenario modeling (e.g., dilution, conversion events), and sophisticated localization frameworks to accommodate jurisdiction-specific legal and regulatory nuances across various Asian markets.

The advanced computational model-enabled investment banking advisory platform will be integrating advanced machine learning and rule-based logic engines to automate financial forecasting, portfolio optimization, valuation benchmarking, and listing-readiness analysis. Proprietary AI models trained on historical IPO and listing data, regional financial disclosures, and real-time market signals enable personalized investment banking and asset management recommendations for both issuers and investors. The IP is embedded in the natural language processing (NLP) engines, data aggregation frameworks, AI explainability modules, and risk modeling techniques used to power the advisory workflows.

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

Government Regulation

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

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Securities and Capital Markets Regulation

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

Investment Advisory and Model-Enabled Advisory Regulation

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

Data Privacy and Cross-Border Data Transfers

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

Anti-Money Laundering (AML) and Know Your Customer (KYC)

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

Cybersecurity and Operational Resilience

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

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Intellectual Property and Software Licensing Compliance

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

Taxation and Regulatory Reporting

CapForce’s cross-border operations give rise to taxation and financial reporting obligations in multiple jurisdictions. These include corporate income tax, indirect taxes (such as VAT or GST), and international reporting requirements under the OECD’s Base Erosion and Profit Shifting (BEPS) framework, the Foreign Account Tax Compliance Act (FATCA), and the Common Reporting Standard (CRS). To ensure compliance, CapForce works with international tax consultants and legal advisors to maintain accurate reporting, appropriate transfer pricing documentation, and timely tax filings in all relevant jurisdictions. Internal finance systems are designed to capture and categorize transactions efficiently, enabling accurate reporting to tax authorities and regulators.

Human Capital Resources

As of December 31, 2025, we employed 3 full-time employees and 3 fractional consultants across the U.S. and Asia. One of our employees primarily supports the Company’s accounting, finance, and corporate administration functions, while the other employees support the business development and investment banking functions. Our fractional consultants support a broader range of core activities, including business development, technology and platform development, client engagement, legal, operations, and IT infrastructure.

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

Culture

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

Compensation and Equity Incentives

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

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Training, Development, and Career Growth

We aim to invest in our employees’ growth and development through a combination of formal training programs, mentorship initiatives, and on-the-job learning opportunities. Such programs include internal knowledge-sharing sessions, access to professional development resources, and cross-border collaboration between our offices. We also provide support for continuing education and professional certifications relevant to our sector, including finance, technology, and compliance domains.

Workplace Culture and Inclusion

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

Health, Wellness, and Work-Life Balance

We recognize that employee wellbeing is essential to long-term organizational success. We support our team’s physical health, mental wellness, and work-life balance through flexible remote work arrangements, comprehensive paid time off policies, and regular well-being check-ins. In addition, we benchmark our healthcare offerings annually to ensure they remain competitive and responsive to employee needs. We continue to prioritize mental health awareness and wellness communication through internal channels.

Employee Engagement and Communication

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

Glossary

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

“AML” means anti-money laundering.

“Annual Report” means this Annual Report on Form 10-K.

“ECIB” means European Credit Investment Bank Ltd.

“FATCA” means Foreign Account Tax Compliance.

“FATF” means Financial Action Task Force.

“FINRA” means the U.S. Financial Industry Regulatory Authority.

“GDPR” means the European Union’s General Data Protection Regulation.

“HKEX” means Hong Kong Stock Exchange.

“IPO” means initial public offering.

“KYC” means Know Your Customer.

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“MAS” means Monetary Authority of Singapore.

“NOL” means net operating loss.

“NYSE” means New York Stock Exchange.

“PDPA” means Malaysia’s Personal Data Protection Act.

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

“SC” means Securities Commission Malaysia.

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

“Securities Act” means the Securities Act of 1933, as amended.

“SFC” means the Hong Kong Securities and Futures Commission.

“SGX” means Singapore Exchange.

“TSE” means Tokyo Stock Exchange.

Available Information

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

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