Executive Summary / Key Takeaways

• OpGen, Inc. has undergone a dramatic strategic pivot, transforming from a precision medicine company focused on infectious disease diagnostics to a financial services and technology firm, primarily through its new subsidiary, CapForce International Holdings Ltd.
• The company's financial performance in the first half of 2025 reflects this shift, with $4.00 million in revenue generated solely from listing sponsorship and consultancy services, a new business line, and a significant 62% reduction in operating expenses compared to the prior year.
• CapForce is strategically expanding its fintech offerings, including a joint venture with the European Credit Investment Bank (ECIB) to develop cross-border stock trading and digital investment banking platforms, aiming for substantial future revenue growth.
• Liquidity has been bolstered by a financing arrangement with AEI Capital Ltd., the controlling shareholder, providing access to an additional $7 million in common stock sales through December 2025, which is expected to fund operations for over 12 months.
• Despite the strategic transformation, OpGen faces significant challenges, including its delisting from Nasdaq to the OTC Markets Group Expert Market and the inherent risks associated with launching new ventures in competitive financial technology sectors.

A Phoenix Rises: OpGen's Strategic Metamorphosis

OpGen, Inc., once a dedicated precision medicine company harnessing molecular diagnostics to combat infectious diseases, has executed a profound strategic pivot, shedding its legacy operations to embrace the burgeoning financial services and technology sector. This radical reinvention, primarily driven by a change in control and leadership in 2024, marks a critical juncture in the company's history, presenting a new investment thesis centered on its wholly-owned subsidiary, CapForce International Holdings Ltd. The narrative of OpGen is now one of a dramatic shift from diagnostic tools to digital financial platforms, aiming to carve out a niche in listing sponsorship, digital investment banking, and capital table management.

Historically, OpGen, incorporated in Delaware in 2001, focused on molecular microbiology solutions, notably through its Unyvero and Acuitas platforms, following its 2020 business combination with Curetis N.V. . The company pursued FDA clearances for products like the Unyvero UTI Panel, which demonstrated a weighted average sensitivity of 96.4% and specificity of 97.4% in clinical trials. It also developed AI-powered bioinformatics through Ares Genetics, which successfully defended key patents and expanded its RSDB database to over 130,000 data sets by Q1 2023. Strategic partnerships, such as a distribution agreement with Fisher Healthcare for its Unyvero A50 platform and collaborations with FIND for the A30 platform in low and middle-income countries, were central to its prior commercialization efforts. However, this legacy business faced significant challenges, including slower-than-anticipated contract signings and a substantial doubt about its ability to continue as a going concern by mid-2023 due to liquidity shortfalls.

The turning point arrived in November 2023, when OpGen initiated cash management initiatives, restructured U.S. operations, and saw its precision medicine subsidiaries, Curetis and Ares Genetics, file for insolvency. By April 2024, their assets were sold, effectively concluding OpGen's involvement in the diagnostics space. A new leadership team, spearheaded by David E. Lazar and subsequently AEI Capital Ltd. as the controlling shareholder, orchestrated the company's complete repositioning into financial services and technology. This strategic shift is the bedrock of OpGen's current investment appeal.

Technological Foundation of the New Era: CapForce's Digital Platforms

At the heart of OpGen's new strategy lies CapForce International Holdings Ltd., a wholly-owned subsidiary established to operate in the financial services and technology industry. CapForce's core technological differentiators are its suite of digital platforms designed to support international companies and investment activities. These include a community-focused cross-border stock trading platform, a FinTech-enabled capital table management platform, and an advanced computational model-enabled investment banking advisory platform for public listing sponsorship and wealth management.

These platforms are intended to offer tangible benefits by streamlining complex financial processes, enhancing accessibility for international companies seeking listings, and providing sophisticated advisory services through computational models. While specific quantitative performance metrics for these nascent platforms are not yet publicly detailed, the strategic intent is clear: to leverage technology for efficiency, broader market reach, and differentiated service offerings in the competitive fintech landscape. The development of these platforms represents CapForce's primary R&D initiative, with stated goals to support digital investment banking activities and capital table management. For investors, these technological underpinnings are crucial as they define CapForce's competitive moat, its ability to generate new revenue streams, and its long-term growth strategy in a rapidly evolving digital financial ecosystem.

Financial Reorientation: Early Returns from a New Model

OpGen's financial performance for the three and six months ended June 30, 2025, provides the first clear glimpse into the efficacy of its strategic pivot. The company reported total revenue of $4.00 million for both periods, derived entirely from listing sponsorship services. This marks a dramatic shift from previous periods, where revenue was generated from product sales, laboratory services, and collaborations in the precision medicine sector. The absence of product sales or laboratory services revenue in 2025 underscores the complete winding down of the legacy business.

Operating expenses for the three months ended June 30, 2025, decreased approximately 62% compared to the same period in 2024, reflecting the significant scaling down of legacy operations. General and administrative expenses saw a 62% reduction, while research and development and sales and marketing expenses decreased by approximately 100% and 91%, respectively, for the three months ended June 30, 2025, compared to the same period in 2024. This aggressive cost rationalization, coupled with the new revenue stream, led to an operating income of $3.40 million for the three months and $2.88 million for the six months ended June 30, 2025, a stark contrast to the operating losses in prior periods. Net income for the three and six months ended June 30, 2025, stood at $3.51 million and $3.10 million, respectively.

Liquidity, a significant concern in the legacy business, has seen a crucial improvement. As of June 30, 2025, OpGen had cash and cash equivalents of $0.83 million. Critically, the company has the right to sell up to an additional $7 million of common stock to AEI Capital Ltd. prior to December 31, 2025. This financing arrangement is expected to fund operations for over 12 months from the financial statements' issuance date, addressing the "going concern" doubts that plagued the company in its prior incarnation.

Furthermore, the settlement of outstanding indebtedness with the European Investment Bank (EIB) and Curetis (CRTS) in August 2024 resulted in a gain on extinguishment of debt exceeding $9.70 million, further strengthening the balance sheet.

Competitive Landscape: A New Arena

OpGen, through CapForce, now operates in a distinct competitive landscape within the financial services and technology industry, a significant departure from its former rivals in molecular diagnostics like Thermo Fisher Scientific (TMO), Illumina (ILMN), and Qiagen (QGEN). In its new domain of listing sponsorship, digital investment banking, and capital table management, CapForce faces competition from traditional investment banks, specialized listing advisory firms, and a growing array of fintech platforms.

CapForce's strategic positioning emphasizes its focus on international companies seeking to list securities and its development of cross-border trading and digital investment banking platforms. This specialization, particularly in the cross-border segment, could provide a competitive edge against more generalized financial service providers. The joint venture with the European Credit Investment Bank (ECIB) to form CapForce EC Capital Markets Ltd. is a key strategic move, aiming to develop and operate platforms across Asia and globally. CapForce will retain contractual control over this joint venture for accounting consolidation purposes and is entitled to a significant share of its profits (80% if revenues are less than $10 million, 90% if revenues exceed $10 million for non-trading platform operations). This structure allows OpGen to leverage ECIB's expertise and network while maintaining substantial upside potential.

The company's prior competitive advantages in AI-driven diagnostics for antimicrobial resistance, while significant in its former sector, are not directly transferable to its new business. Instead, its competitive strengths will now hinge on the robustness and innovation of its digital platforms, the strength of its partnerships like the ECIB joint venture, and its ability to attract and retain international clients for listing and financial services. The shift also means that the previous competitive disadvantages related to scale in the diagnostics market are replaced by new challenges in a different, albeit equally competitive, industry.

Outlook and Risks: Forging a New Path

OpGen's outlook is entirely predicated on the successful execution and expansion of its new financial services and technology ventures under CapForce. The company anticipates generating further revenues from CapForce’s other business ventures, including cross-border securities trading, advanced computational model-enabled investment banking advisory, asset management services, and FinTech-enabled capital table management solutions. The joint venture with ECIB is a significant growth driver, with the potential to establish a global footprint for its trading and digital investment banking platforms.

However, this ambitious transformation is not without substantial risks. A primary concern is the company's delisting from Nasdaq on August 8, 2025, with its shares now trading on the OTC Markets Group Expert Market. While OpGen plans to apply for relisting with Nasdaq, there is no assurance of success. This delisting can impact liquidity, investor confidence, and access to capital.

Furthermore, the valuation of CapForce's investment in equity securities, which currently represents a significant portion of its assets, is based on an anticipated initial public offering within the next twelve months and is "subject to significant judgment and market risk and is not based on observable inputs". The reliance on a single customer for 100% of its revenue and 99% of its accounts receivable as of June 30, 2025, also presents a concentration risk. The inherent volatility and intense competition within the fintech and digital investment banking sectors pose additional challenges, requiring continuous innovation and significant capital investment to maintain relevance and market share.

Conclusion

OpGen, Inc. has completed a remarkable and comprehensive transformation, pivoting from a struggling precision medicine enterprise to an emerging player in the financial services and technology sector through CapForce. This strategic reinvention, driven by new leadership and a clear focus on digital platforms for listing sponsorship, cross-border trading, and investment banking, has already yielded positive financial results in the first half of 2025, marked by new revenue streams and significant cost reductions. The bolstering of liquidity through financing from AEI Capital Ltd. provides a crucial runway for these new initiatives.

The company's future hinges on the successful development and adoption of its innovative fintech platforms and the strategic expansion of its joint venture with ECIB. While the shift offers substantial growth potential in a dynamic industry, investors must weigh the opportunities against considerable risks, including the recent Nasdaq delisting, valuation uncertainties of its equity investments, and intense competition in its new market. OpGen's journey is a testament to corporate adaptability, but its long-term success will depend on its ability to execute its ambitious fintech roadmap, regain mainstream market visibility, and consistently deliver on the promise of its digital financial solutions.