10-K: CapForce Inc. Reports Strong Revenue Growth in 2025

CapForce Inc. has reported a significant increase in revenue for the fiscal year ended December 31, 2025, driven by its listing sponsorship services.

Summary

• CapForce Inc. (formerly OpGen, Inc.) has transitioned from a precision medicine company to a financial services and technology firm.
• The company's revenue for the year ended December 31, 2025, increased by 481% to $30.2 million, primarily due to listing sponsorship services.
• This growth was partially offset by a decrease in product sales and laboratory services as legacy operations were scaled down.
• Operating expenses increased by 27% to $6.2 million, mainly due to higher cost of services related to the listing sponsorship business.
• The company secured $0.5 million in financing from AEI Capital Ltd. in 2025, and has access to an additional $6.5 million.
• CapForce Inc. acquired iCapX Sdn. Bhd. in December 2025, a cap table management fintech platform, to expand its service offerings.
• The company's common stock is quoted on the OTC Expert Market, and it is appealing Nasdaq's delisting determination.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as cautiously optimistic, reflecting significant revenue growth from the new business strategy but also highlighting ongoing reliance on related-party financing and market challenges like OTC listing.

Positives

• Significant revenue growth of 481% to $30.2 million in 2025, driven by listing sponsorship services.
• Successful acquisition of iCapX Sdn. Bhd. to enhance fintech capabilities.
• Continued access to financing from AEI Capital Ltd., providing liquidity.
• Strategic shift to the financial services and technology industry appears to be gaining traction with substantial revenue from new services.
• Management believes current cash and access to further financing will support operations for over 12 months.

Negatives

• Legacy operations (product sales and laboratory services) have ceased, with revenues declining by 100%.
• Operating expenses increased by 27% to $6.2 million, outpacing the reduction in R&D, G&A, and S&M expenses from legacy operations.
• The company's common stock is quoted on the OTC Expert Market, indicating limited liquidity and potential for high volatility.
• The company was delisted from Nasdaq and is appealing the decision, indicating potential ongoing regulatory or compliance challenges.
• Significant reliance on a single client for listing sponsorship services in 2025, representing 100% of revenue.
• The company has a history of losses and continues to rely on financing from its controlling stockholder.

Risks

• Failure to effectively manage growth and adapt to market dynamics in the new financial services and technology industry.
• Dependence on evolving and potentially unclear regulatory requirements in the securities and capital markets ecosystem.
• Exposure to economic, political, and regulatory risks in Malaysia and Singapore.
• Potential difficulties in integrating iCapX and realizing anticipated benefits from the acquisition.
• Reliance on data accuracy and performance of advanced computational models.
• Potential for disagreements and limited control in future joint ventures or strategic partnerships.
• Continued reliance on key personnel and the ability to attract and retain skilled employees.
• Concentration of revenues from a single client contract.
• Substantial influence by AEI Capital Ltd. due to its significant ownership stake, potentially leading to conflicts of interest.
• Vulnerability to security breaches, data loss, and system disruptions.
• Potential for systems failures and interruptions in platform availability.
• Counterparty risks where counterparties may fail to meet their obligations.
• Difficulty for investors to buy or sell stock due to the OTC Expert Market listing.
• High volatility of common stock price and potential for loss of investment.
• Dilutive effect from the exercise of outstanding warrants and stock options.
• Potential litigation or government investigations.
• The company's ability to continue as a going concern is dependent on future financing and successful business operations.

Future Outlook

The company anticipates funding its operations primarily through financing arrangements with AEI Capital Ltd. until its operating business can sustain operations or it can monetize its investments in equity securities. The company has the right to sell up to $6.5 million worth of additional shares of common stock to AEI Capital Ltd. until December 31, 2026.

Management Comments

• "We believe that its current cash and its access to additional cash under the August 2024 Securities Purchase Agreement will allow the Company to fund operations in excess of 12 months from the issuance date of its financial statements."
• "The Company is appealing Nasdaqs delisting determination to the SEC. The parties have completed their submissions, and the matter is currently under review by the SEC, but no timetable for a final decision has been indicated."
• "If the Company is unsuccessful with its appeal to the SEC, the Company plans to apply for relisting with The Nasdaq Stock Market LLC after meeting the relevant Nasdaq listing requirements."

Industry Context

StockSavvy.ai notes that CapForce Inc.'s strategic pivot to financial services and technology, specifically listing sponsorship and fintech solutions, aligns with broader industry trends of digitalization and cross-border capital market access, particularly for Asian companies. The company's focus on mid-sized growth-stage companies seeking IPOs between $1 billion and $10 billion market capitalization targets a significant and growing segment of the market, as evidenced by the strong IPO activity in the Asia-Pacific region.

Comparison to Industry Standards

• The Asia-Pacific region accounted for approximately 43% of total IPO proceeds and hosted seven of the world's top 10 IPOs in 2025, indicating a robust market for listing sponsorship services.
• Non-U.S. issuers represented 39.3% of all IPOs on U.S. exchanges in 2025, highlighting the demand for cross-border listing advisory.
• The global financial advisory services market reached approximately $92.76 billion in 2025 and is projected to grow at a CAGR of 6.1% to 6.72% through 2033, indicating a strong market for CapForce's services.
• While major global investment banks dominate high-profile IPOs, CapForce's focus on mid-sized companies and technology-enabled solutions aims to capture an underserved market segment.

Corporate Governance

Legal Proceedings

• The company is appealing Nasdaq's delisting determination to the SEC. The matter is under review by the SEC, with no timetable for a decision.
• The company states it is not party to any claim or litigation that would reasonably be expected to have a material adverse effect on its business.

Related Party Transactions

• The company acquired iCapX Sdn. Bhd. from AEI Capital Ltd., the controlling stockholder, for approximately $12.3 million in shares issued in January 2026.
• CapForce International entered into an Agreement of Assignment of Mandate with AEI Capital Ltd. for listing advisory services, earning $5.0 million in equity in Q4 2024 and $4.0 million in Q2 2025, and $26.0 million in equity and $0.2 million in cash in Q4 2025.
• AEI Capital Ltd. provided financing to the company, with the right to sell up to $9.0 million in common stock, of which $2.0 million was sold in 2024 and $0.5 million in 2025.
• John Tan Honjian, Chairman of CapForce Inc. and CEO of AEI Capital Ltd., is a director of the client for whom listing advisory services were provided, making the client a related party.

Stakeholder Impact

• Shareholders may experience volatility and potential loss of investment due to the company's OTC listing and financial performance.
• Employees are subject to the company's growth and success in the new industry, with compensation including equity incentives.
• The acquisition of iCapX is expected to enhance services for clients in the cap table management and fintech space.
• The company's strategic shift and revenue growth from listing sponsorship services are positive for clients seeking public market access.

Next Steps

• Continue developing the digital investment banking platform, including cross-border securities trading, advanced computational model-enabled investment banking advisory, asset management services, and fintech-enabled capital table management solutions.
• Grow the listing sponsorship and consultancy services business line.
• Pursue relisting on The Nasdaq Stock Market LLC if the appeal to the SEC is unsuccessful and listing requirements are met.
• Continue to leverage the network of AEI Capital Ltd. for client acquisition.
• Develop and strengthen strategic partnerships across Southeast and East Asia.
• Implement a localized digital marketing strategy and thought leadership initiatives.

Key Dates

Recommendation

CapForce Inc. has demonstrated significant revenue growth through its strategic pivot to financial services and technology, particularly in listing sponsorship. However, the company's reliance on a single client for its revenue, its OTC listing status, and the ongoing appeal against Nasdaq delisting present considerable risks. While the acquisition of iCapX and the development of a digital investment banking platform show promise, the path to sustained profitability and market stability remains uncertain. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor the company's ability to diversify its client base, achieve Nasdaq relisting, and successfully integrate its new technology offerings.

Keywords

CapForce Inc., SEC Filing, 10-K, Annual Report, Financial Services, Fintech, Listing Sponsorship, Capital Markets, Investment Banking, Cap Table Management, iCapX, AEI Capital Ltd., OTC Markets, Delisting, Revenue Growth