10-Q: OpGen Pivots to FinTech, Reports Q3 Revenue Growth

Sentiment:

Quarterly Report 19 November 2025 5:15 PM

OpGen, Inc. has completed its strategic pivot from precision medicine to financial services and technology, reporting significant revenue from new listing sponsorship services.

Capital raiseThe company has the right, in its sole discretion, to sell up to $7.0 million of additional shares of common stock to AEI Capital Ltd. at any time prior to December 31, 2025, under an amended Securities Purchase Agreement.Through September 30, 2025, the company sold 1,079,109 shares of common stock to AEI Capital Ltd. for gross proceeds of $2.0 million.

Summary

OpGen, Inc. has fully transitioned from a precision medicine company to a financial services and technology firm, operating through its new subsidiary, CapForce International Holdings Ltd.
The company reported $4,000,000 in total revenue for the nine months ended September 30, 2025, primarily from listing sponsorship services, a substantial increase from $196,149 in the prior year.
Operating expenses significantly decreased by approximately 57% to $1,822,256 for the nine months ended September 30, 2025, compared to $4,272,659 in the same period of 2024.
Operating income improved dramatically to $2,177,744 for the nine months ended September 30, 2025, from an operating loss of $4,076,510 in the prior year.
Net income for the nine months ended September 30, 2025, was $2,493,129, compared to $7,642,696 in the prior year, with the prior year benefiting from large non-recurring gains.
The company's shares were delisted from Nasdaq on August 8, 2025, and now trade on the OTC Markets Group Pink Limited Market under OPGN.
OpGen has access to up to $7.0 million in additional common stock sales to AEI Capital Ltd., its controlling shareholder, until December 31, 2025.
A joint venture, CapForce EC Capital Markets Ltd., was formed in April 2025 with European Credit Investment Bank (ECIB) to develop stock trading and digital investment banking platforms.

Sentiment

Score: 6

Explanation: The company has successfully executed a significant strategic pivot, showing strong operational improvements and new revenue generation in its FinTech segment. However, the Nasdaq delisting and high customer concentration are notable concerns, and the long-term success of the new venture is yet to be proven.

Positives

Successful strategic repositioning into the financial services and technology industry, generating new revenue streams.
Significant revenue growth from listing sponsorship services, reaching $4,000,000 for the nine months ended September 30, 2025, compared to $196,149 in the prior year.
Substantial reduction in total operating expenses by 57% to $1,822,256 for the nine months ended September 30, 2025.
Improved operating performance, moving from a $4,076,510 operating loss in the nine months ended September 30, 2024, to a $2,177,744 operating income in the same period of 2025.
Net cash used in operating activities decreased significantly to $978,685 for the nine months ended September 30, 2025, from $4,637,508 in the prior year, indicating improved operational efficiency.
Secured ongoing financing commitment from AEI Capital Ltd. for up to $7.0 million in additional common stock sales until December 31, 2025, providing liquidity for over 12 months.
Formation of a joint venture with European Credit Investment Bank (ECIB) to develop new stock trading and digital investment banking platforms, indicating future growth potential.

Negatives

Delisting from The Nasdaq Stock Market LLC on August 8, 2025, due to non-compliance with minimum stockholders' equity requirements, resulting in trading on the OTC Markets Group Pink Limited Market.
Net income for the nine months ended September 30, 2025, was $2,493,129, significantly lower than $7,642,696 in the prior year, primarily due to the absence of large non-recurring gains from debt extinguishment and impairment adjustments in 2024.
Cash and cash equivalents decreased to $414,211 as of September 30, 2025, from $1,310,653 at December 31, 2024.
Reliance on a single controlling shareholder, AEI Capital Ltd., for near-term funding through common stock sales.
One customer represented 99% of total accounts receivable at September 30, 2025, and 100% of total revenues for the nine months ended September 30, 2025, indicating high customer concentration risk.
The remaining $750,000 of the Series D Preferred Stock purchase price from October 2023 remains unpaid, with the investor in breach of the agreement.

Risks

Uncertainty regarding the company's liquidity and working capital requirements, including cash needs over the next 12 months.
Challenges in executing and achieving the full benefits of the company's new strategic direction in the financial services and technology industry.
Potential inability to identify and realize the benefits of future strategic transactions.
Adverse effects on business condition and results of operations from general economic and market conditions, including investor concerns regarding inflation.
Compliance with U.S. regulations applicable to the new business model.
Uncertainty regarding future revenue and expenses in the new business segment.
No assurance that the company will be able to relist with The Nasdaq Stock Market LLC after delisting.
The investment in equity securities of a privately held entity is subject to significant judgment and market risk and is not based on observable inputs, potentially leading to impairment.
Use of federal net operating loss (NOL) carryforwards may be subject to annual limitation under Section 382 or Section 383 of the Internal Revenue Code, and there is no assurance they will be fully utilized.
High customer concentration, with one customer accounting for 99% of accounts receivable and 100% of revenues for the nine months ended September 30, 2025.

Future Outlook

The company anticipates funding its operations primarily through financing arrangements with AEI Capital Ltd. until its operating business can sustain itself. It plans to apply for relisting with The Nasdaq Stock Market LLC after meeting relevant listing requirements, though there is no assurance of success. The newly formed joint venture, CapForce EC Capital Markets Ltd., aims to develop and operate a stock trading platform and digital investment banking platform across Asia and globally, with CapForce retaining contractual control.

Management Comments

Management believes that current cash and 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 these financial statements.
The company plans to apply for relisting with The Nasdaq Stock Market LLC after meeting the relevant Nasdaq listing requirements, despite the prior delisting.

Industry Context

OpGen's pivot from precision medicine to financial services and technology, particularly digital investment banking and listing sponsorship, aligns with broader trends of FinTech innovation and the increasing demand for digital solutions in capital markets. The formation of CapForce and its joint venture with ECIB positions the company to tap into the growing Asian and global markets for cross-border securities trading and FinTech-enabled capital management, moving away from the highly competitive and capital-intensive diagnostics sector.

Comparison to Industry Standards

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer, Chairman, Director	David E. Lazar	John Tan Honjian	August 2024	David E. Lazar resigned from these roles after selling Series E Preferred Stock and purchase rights to AEI Capital Ltd.; he maintains a role as President. John Tan Honjian is the current CEO and Chairman as of the filing date.
President	NA	David E. Lazar	August 2024	Retained this role after resigning as CEO, Chairman, and Director.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board of Directors Composition	Members of the Board of Directors resigned and a new Board was appointed in March 2024, with David E. Lazar initially appointed Chairman. Subsequently, Mr. Lazar resigned as Chairman in August 2024, and John Tan Honjian became Chairman.	March 2024 / August 2024	Reflects the change in control to AEI Capital Ltd. and the strategic repositioning of the company.

Legal Proceedings

The company is not currently a party to any legal proceedings that are deemed material to its financial condition or results of operations.

Related Party Transactions

AEI Capital Ltd., the company's controlling stockholder, is involved in ongoing financing arrangements, including the right to sell up to $7.0 million in additional common stock.
The CEO of AEI Capital Ltd. and OpGen, Inc. (John Tan Honjian) serves as a member of the Board of Directors of a client for listing sponsorship services, making the client a related party. The Engagement Agreement and Assignment Agreement with this client were conducted in the ordinary course of business and on terms comparable to those with unrelated third parties.

Stakeholder Impact

Shareholders: Delisting from Nasdaq may reduce liquidity and investor interest, potentially impacting share price. The strategic shift and new revenue streams could offer long-term growth but carry execution risks. The ongoing capital raise facility with AEI Capital Ltd. provides funding but also indicates reliance on a controlling shareholder.
Employees: The company has scaled down legacy operations and operates virtually, implying a shift in workforce structure and potentially reduced headcount in former precision medicine roles.
Customers: The new focus on listing sponsorship and digital investment banking aims to serve international companies seeking exchange listings and FinTech solutions. High customer concentration with one client represents a significant dependency.
Creditors: Settlement of the EIB loan guaranty in August 2024 resolved a significant debt obligation. The company's improved operating cash flow and access to financing from AEI Capital Ltd. may improve its creditworthiness for future needs.

Next Steps

Continue to fund operations primarily through financing arrangements with AEI Capital Ltd. until the operating business can sustain itself.
Apply for relisting with The Nasdaq Stock Market LLC after meeting relevant listing requirements.
Develop and operate the stock trading platform and digital investment banking platform through the CapForce EC Capital Markets Ltd. joint venture.
Monitor and address the unpaid portion of the Series D Preferred Stock purchase price.

Key Dates

Date	Description
2001	OpGen, Inc. incorporated in Delaware.
2015-04	Company adopted the 2015 Equity Incentive Plan.
2015-05	2015 Equity Incentive Plan became effective upon execution of underwriting agreement for initial public offering.
2016	Curetis (previously consolidated subsidiary) entered into a loan financing facility with the European Investment Bank (EIB).
2020-04-01	OpGen completed business combination transaction with Curetis N.V., acquiring Curetis GmbH and Ares Genetics GmbH.
2020-07-09	Date of Guarantee and Indemnity Agreement between EIB and OpGen, Inc. (terminated in August 2024).
2022	NOLs created prior to 2018 began expiring.
2023-10	Company entered into a Preferred Stock Purchase Agreement (October 2023 Purchase Agreement) with a single investor for Series D Preferred Stock.
2023-11	Curetis and Ares Genetics filed petitions for insolvency in their local jurisdictions, leading to deconsolidation.
2023-11	Investor funded $250,000 of the October 2023 Purchase Agreement and was issued 250 shares of Series D Preferred Stock.
2023-12	Company received notice from EIB that Curetis was in default and EIB demanded repayment from OpGen as guarantor.
2024-03	Company entered into a securities purchase agreement (March 2024 Purchase Agreement) with David E. Lazar for Series E Convertible Preferred Stock.
2024-03	David E. Lazar paid $200,000 at initial closing of March 2024 Purchase Agreement for 200,000 shares of Series E Preferred Stock.
2024-03	Company entered into settlement agreements with EIB, Curetis, and Curetis trustee in insolvency.
2024-03	Company entered into an Inducement Offer to Amend Common Stock Purchase Warrants with warrant holders.
2024-04	David E. Lazar paid $350,000 for an additional 350,000 shares of Series E Preferred Stock.
2024-04	Company entered into an employment agreement with David E. Lazar as CEO.
2024-04	All of Curetis' assets were sold to Camtech Pte Ltd. and all of Ares Genetics' assets were sold to bioMerieux S.A. as part of insolvency proceedings.
2024-04	Company assigned its headquarters office lease and began operating virtually.
2024-05	Stockholder approval of the issuance of common stock to Mr. Lazar upon conversion of Series E Preferred Stock at a special meeting.
2024-05-20	Company effected a 1-for-10 reverse stock split of its common stock.
2024-06-05	Company received a letter from Nasdaq listing staff regarding non-compliance with minimum stockholders' equity requirement.
2024-07	David E. Lazar sold 550,000 shares of Series E Preferred Stock and rights to purchase additional shares to AEI Capital Ltd.
2024-08	AEI Capital Ltd. paid the Company $2.45 million for the remaining 2,450,000 shares of Series E Preferred Stock.
2024-08	All 3,000,000 shares of Series E Preferred Stock were converted into 7,200,000 shares of common stock.
2024-08	David E. Lazar resigned as CEO, Chairman, and Director, effective August 2024.
2024-08	Company paid and settled outstanding indebtedness with EIB and Curetis, terminating the Guarantee and Indemnity Agreement.
2024-08	Company entered into a Securities Purchase Agreement (August 2024 Securities Purchase Agreement) with AEI Capital Ltd. for up to $3.0 million in common stock sales.
2024-08-16	Nasdaq Hearings Panel denied the company's request for continued listing on Nasdaq.
2024-09-13	Company submitted an appeal regarding the Panel's determination to the Nasdaq Listing and Hearing Review Council, staying delisting.
2024-10	Company and AEI Capital Ltd. entered into a First Amendment to the August 2024 Securities Purchase Agreement, extending and increasing the financing facility.
2024-10-02	CapForce entered into an Assignment Agreement with AEI Capital in respect of Direct Listing Sponsorship Advisory Services.
2024-12-19	Nasdaq Listing and Hearing Review Council affirmed the decision of the Panel to delist.
2025-01-02	AEI Capital Ltd. entered into a Letter of Engagement with a privately held company (the Client) to provide listing advisory services.
2025-04-01	The 2015 Equity Incentive Plan reached its ten-year anniversary, and no additional grants may be made under the plan.
2025-04	CapForce entered into a Joint Venture Agreement with the European Credit Investment Bank (ECIB).
2025-05	Company entered into an agreement to finance a portion of its directors and officers insurance policy premium for May 2025 through May 2026.
2025-07	FASB issued ASU No. 2025-05: Financial Instruments-Credit Losses, effective for fiscal year ending December 31, 2026.
2025-08-08	Nasdaq filed a Form 25 Notification of Delisting with the SEC, removing the company's securities from Nasdaq.
2025-09	FASB issued ASU 2025-06, amending guidance on ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software, effective for fiscal year ending December 31, 2028.
2025-09	FASB issued ASU 2025-07, clarifying scope for share-based non-cash consideration from a customer in a revenue contract, effective for fiscal year ending December 31, 2027.
2025-09-30	End of the quarterly reporting period.
2025-11-19	Date of filing of the 10-Q report.
2025-12-31	Extended deadline for the company's ability to sell shares of common stock to AEI Capital Ltd. under the August 2024 Securities Purchase Agreement.
2026-03	Expected repayment completion for short-term insurance financing entered in May 2025.

Recommendation

hold

OpGen has undergone a radical transformation, successfully pivoting from a struggling precision medicine company to a new venture in FinTech. The reported revenue from listing sponsorship services and the significant improvement in operating income demonstrate initial success in this new direction. However, the delisting from Nasdaq is a major negative, impacting liquidity and institutional investor appeal. While the financing arrangement with AEI Capital Ltd. provides near-term stability, the company's reliance on a single controlling shareholder and high customer concentration introduce considerable risk. The long-term viability and profitability of the new digital investment banking and trading platforms are yet to be established. Given the substantial strategic shift, the delisting, and the early stage of the new business, a 'hold' recommendation is appropriate. Investors should monitor the execution of the new strategy, progress towards Nasdaq relisting, and diversification of revenue streams before considering a stronger position.

Keywords

FinTech, Financial Services, Digital Investment Banking, Listing Sponsorship, Capital Markets, SEC Filing, 10-Q, Quarterly Report, OPGN, AEI Capital, Nasdaq Delisting, Strategic Repositioning, Joint Venture, European Credit Investment Bank

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