[Information Regarding Forward-Looking Statements](index=4&type=section&id=INFORMATION%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section provides a cautionary statement regarding forward-looking statements, noting actual results may differ due to risks and the company undertakes no obligation to update - Forward-looking statements are identified by words such as **'believe'**, **'may'**, **'will'**, **'estimate'**, **'continue'**, **'anticipate'**, **'design'**, **'intend'**, **'expect'** or their negatives [10](index=10&type=chunk) - Key areas include **liquidity**, **strategic direction**, **potential strategic transactions**, **economic conditions**, **market development**, **capital financing proceeds**, **regulatory compliance**, and **future revenue and expenses** [13](index=13&type=chunk) - The company does not guarantee future results and undertakes **no obligation to update or revise** any forward-looking statement [12](index=12&type=chunk) [Note Regarding Trademarks](index=5&type=section&id=NOTE%20REGARDING%20TRADEMARKS) This section clarifies the company's ownership of 'OpGen' and other trademarks, noting that third-party trademarks do not imply endorsement - **OpGen, Inc.** owns various U.S. federal trademark registrations and applications, including **'OpGen'** [15](index=15&type=chunk) - References to other companies' trademarks do not imply a relationship with, or **endorsement or sponsorship** by, those companies [15](index=15&type=chunk) [PART I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements for the period ended March 31, 2025, with comparative periods and explanatory notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and stockholders' equity decreased from December 31, 2024, to March 31, 2025, primarily due to reduced cash and prepaid expenses Balance Sheet Summary | Metric | March 31, 2025 ($) | December 31, 2024 ($) | Change ($) | % Change | | :-------------------------------- | :------------- | :---------------- | :----- | :------- | | Cash and cash equivalents | $1,112,781 | $1,310,653 | $(197,872) | -15.10% | | Total current assets | $2,238,516 | $2,649,227 | $(410,711) | -15.50% | | Total assets | $9,418,517 | $9,862,698 | $(444,181) | -4.50% | | Total current liabilities | $563,487 | $634,181 | $(70,694) | -11.15% | | Total liabilities | $2,364,314 | $2,482,070 | $(117,756) | -4.74% | | Total stockholders' equity | $7,054,203 | $7,380,628 | $(326,425) | -4.42% | [Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20(Loss)%20Income) The company reported no revenue and a net loss for Q1 2025, a significant decline from Q1 2024 which included a large gain on impairment adjustment Statements of Operations Summary | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 (As Restated) ($) | Change ($) | % Change | | :-------------------------------------- | :-------------------------------- | :---------------------------------------------- | :----- | :------- | | Total revenue | $0 | $168,149 | $(168,149) | -100.00% | | Total operating expenses | $522,846 | $1,913,464 | $(1,390,618) | -72.67% | | Operating loss | $(522,846) | $(1,745,315) | $1,222,469 | -70.04% | | Total other income (expense) | $114,713 | $2,033,282 | $(1,918,569) | -94.36% | | Net (loss) income | $(408,133) | $287,967 | $(696,099) | -241.73% | | Basic (Loss) Earnings Per Share | $(0.04) | $0.16 | $(0.20) | -125.00% | | Diluted (Loss) Earnings Per Share | $(0.04) | $0.15 | $(0.19) | -126.67% | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity decreased from December 31, 2024, to March 31, 2025, primarily due to a net loss, partially offset by stock compensation expense Stockholders' Equity Summary | Metric | December 31, 2024 ($) | March 31, 2025 ($) | Change ($) | | :-------------------------- | :---------------- | :------------- | :----- | | Common Stock Amount | $100,708 | $100,713 | $5 | | Additional Paid-in Capital | $300,780,440 | $300,862,143 | $81,703 | | Accumulated Deficit | $(293,500,522) | $(293,908,655) | $(408,133) | | Total Stockholders' Equity | $7,380,628 | $7,054,203 | $(326,425) | - Stock compensation expense contributed **$81,708** to additional paid-in capital during the three months ended March 31, 2025 [20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2025, the company used **$197,872** in operating activities due to its net loss, with no investing or financing cash flows, contrasting with Q1 2024 Cash Flow Summary | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 (As Restated) ($) | Change ($) | | :------------------------------------ | :-------------------------------- | :---------------------------------------------- | :----- | | Net cash used in operating activities | $(197,872) | $(1,084,050) | $886,178 | | Net cash used in investing activities | $0 | $0 | $0 | | Net cash provided by financing activities | $0 | $199,720 | $(199,720) | | **Net decrease in cash, cash equivalents and restricted cash** | **$(197,872)** | **$(884,330)** | **$686,458** | - Cash, cash equivalents, and restricted cash decreased from **$1,612,915** at the beginning of the period to **$1,415,043** at the end [23](index=23&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures for the financial statements, covering organizational changes, going concern, accounting policies, and subsequent events [Note 1 – Organization](index=10&type=section&id=Note%201%20%E2%80%93%20Organization) OpGen transitioned from precision medicine to financial services after subsidiary insolvencies, forming CapForce for new business lines - OpGen transitioned from a precision medicine company to a financial services and technology company after its subsidiaries, Curetis and Ares Genetics, filed for insolvency in **November 2023** [26](index=26&type=chunk)[29](index=29&type=chunk) - In **March 2024**, David E. Lazar was appointed Chairman and CEO, followed by AEI Capital Ltd. acquiring his Series E Preferred Stock and becoming the controlling stockholder in **July/August 2024** [27](index=27&type=chunk)[28](index=28&type=chunk) - The company formed CapForce International Holdings Ltd. to launch new business lines in **listing sponsorship**, **consultancy services**, and **financial technology** [29](index=29&type=chunk) [Note 2 – Going Concern and Management's Plans](index=11&type=section&id=Note%202%20%E2%80%93%20Going%20Concern%20and%20Management's%20Plans) Despite significant losses and going concern doubts, management plans to fund operations for over 12 months through existing cash and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______. Commission file number 001-37367 OPGEN, INC. (Exact name of registrant as specified in its charter) Delaware 06-1614015 (State or other jurisdiction of incorp ...

Core Insights - OpGen reported a second quarter earnings per share of -$1.18 [1] - The company's revenue for the same period was $28,000 [1] Financial Performance - Earnings per share: -$1.18 indicating a loss [1] - Revenue: $28,000 reflecting the company's financial performance in Q2 2024 [1]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section details the company's unaudited financial performance, management's analysis, market risks, and internal controls [Item 1. Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements for the quarter ended March 31, 2024, reflect a significant operational and financial transformation following the November 2023 insolvency and subsequent deconsolidation of its main subsidiaries, Curetis and Ares Genetics. The company swung from a substantial net loss of $5.7 million in Q1 2023 to a net income of $0.4 million in Q1 2024, primarily driven by a $2.1 million one-time gain on lease indemnification and drastically reduced operating expenses. However, revenue plummeted by 82% to $0.17 million. The balance sheet shows a critical liquidity position with cash and cash equivalents at $0.3 million, and the notes highlight a substantial doubt about the company's ability to continue as a going concern [Condensed Consolidated Financial Statements (Balance Sheets, Operations, Stockholders' Equity, Cash Flows)](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's key financial statements including balance sheets, statements of operations, stockholders' equity, and cash flows Condensed Consolidated Statements of Operations (Q1 2024 vs Q1 2023) | Metric | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :--- | :--- | :--- | | **Total Revenue** | **$168,149** | **$913,444** | | Operating Loss | $(1,703,218) | $(5,070,111) | | **Net Income (Loss)** | **$386,033** | **$(5,736,603)** | | Diluted EPS | $0.207 | $(12.53) | Condensed Consolidated Balance Sheets (Assets & Liabilities) | Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $267,493 | $1,151,823 | | Total Assets | $2,970,380 | $1,882,274 | | Total Liabilities | $13,682,556 | $13,443,858 | | Total Stockholders' Deficit | $(10,712,176) | $(11,561,584) | Condensed Consolidated Statements of Cash Flows | Metric | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,084,050) | $(4,962,618) | | Net cash used in investing activities | $0 | $(330,446) | | Net cash provided by financing activities | $199,720 | $4,743,649 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements - The company's subsidiaries, Curetis GmbH and Ares Genetics, filed for insolvency in November 2023, leading to their deconsolidation. The assets of these subsidiaries were subsequently sold to third parties in April 2024, and OpGen does not expect to receive any proceeds[25](index=25&type=chunk)[49](index=49&type=chunk)[210](index=210&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern, as current cash is only sufficient to fund operations into the third quarter of 2024[55](index=55&type=chunk)[239](index=239&type=chunk) - In March 2024, the company secured a **$3.0 million** financing commitment from David E. Lazar through the sale of Series E Preferred Stock. This transaction also involved a new Board of Directors and a plan to settle outstanding EIB debt for **$2.0 million**, which is expected to result in a gain of over **$8 million** upon completion[52](index=52&type=chunk)[125](index=125&type=chunk)[211](index=211&type=chunk) - Effective April 1, 2024, the company assigned its Rockville, MD headquarters lease. The new tenant indemnifies OpGen from future liabilities, resulting in the recognition of a **$2.1 million** gain on lease indemnification in Q1 2024[217](index=217&type=chunk)[234](index=234&type=chunk) - Subsequent to the quarter end, the company effected a **1-for-10 reverse stock split** on May 20, 2024, and regained compliance with Nasdaq's minimum bid price rule, but remains non-compliant with other listing requirements such as minimum stockholders' equity[206](index=206&type=chunk)[207](index=207&type=chunk)[223](index=223&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the profound impact of the November 2023 insolvency and deconsolidation of its primary subsidiaries. This event caused an 82% year-over-year revenue decline and a 69% drop in operating expenses for Q1 2024. The company's strategic focus has shifted under new leadership to pursuing a reverse merger or similar transaction. Liquidity is a critical issue, with cash projected to last only into Q3 2024, reinforcing the 'going concern' uncertainty despite new financing commitments [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting key revenue and expense trends - Total revenue for Q1 2024 decreased by **82%** compared to Q1 2023, primarily due to the exclusion of product sales and the complete elimination of collaboration revenue from the deconsolidated subsidiaries[215](index=215&type=chunk)[231](index=231&type=chunk) - Total operating expenses for Q1 2024 decreased by **69%** compared to Q1 2023. This was driven by decreases of **99%** in R&D, **32%** in G&A, and **87%** in Sales & Marketing, reflecting the deconsolidation and scaling down of operations[258](index=258&type=chunk)[259](index=259&type=chunk) - Other income increased to a net income of **$2.1 million** in Q1 2024 from a net expense of **$0.7 million** in Q1 2023. The increase is primarily due to a **$2.1 million** gain on lease indemnification and the cessation of interest expense recognition on the EIB loan, which is now treated as a loan guaranty measured at fair value[234](index=234&type=chunk)[260](index=260&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, funding needs, and capital-raising activities - As of March 31, 2024, the company had cash and cash equivalents of **$0.3 million**, a significant decrease from **$1.2 million** at December 31, 2023[235](index=235&type=chunk) - The company has substantial doubt about its ability to continue as a going concern, as it projects that current cash will only be sufficient to fund operations into the **third quarter of 2024**[239](index=239&type=chunk) - In March 2024, the company entered into an agreement to sell **$3.0 million** of Series E Preferred Stock to David E. Lazar, with funds being received in tranches. The remaining **$2.45 million** is expected in Q3 2024[238](index=238&type=chunk) Sources and Uses of Cash (Q1 2024 vs Q1 2023) | Cash Flow Activity | Three months ended March 31, 2024 | Three months ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,084,050) | $(4,962,618) | | Net cash used in investing activities | $0 | $(330,446) | | Net cash provided by financing activities | $199,720 | $4,743,649 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, OpGen is not required to provide the information for this item - The Company is a smaller reporting company and is not required to provide the information required by this Item[247](index=247&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures and concluded that they were effective as of March 31, 2024. There were no material changes in the company's internal controls over financial reporting during the quarter - Based on an evaluation as of March 31, 2024, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[248](index=248&type=chunk) - There were no changes in the Company's internal controls over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, these controls[291](index=291&type=chunk) [PART II. OTHER INFORMATION](index=45&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, other required disclosures, and a list of exhibits [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company reports the insolvency proceedings of its former subsidiaries, Curetis and Ares Genetics, which began in November 2023. The assets of these entities were sold by their respective administrators in April 2024. OpGen states it is not party to any other material litigation - In November 2023, subsidiaries Curetis and Ares Genetics filed for insolvency in Germany and Austria, respectively. In April 2024, their assets were sold to Camtech Pte Ltd. and bioMerieux S.A[276](index=276&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - The report directs readers to the Risk Factors section included in the Annual Report on Form 10-K for the year ended December 31, 2023[277](index=277&type=chunk) [Other Items (Items 2, 3, 4, 5)](index=45&type=section&id=Other%20Items) The company reports no information for several items: Unregistered Sales of Equity Securities (other than as previously disclosed), Defaults Upon Senior Securities, Mine Safety Disclosures, and Other Information - The company reports nothing under Item 2 (Unregistered Sales of Equity Securities) other than what was disclosed in Current Reports on Form 8-K[278](index=278&type=chunk) - The company reports no defaults upon senior securities (Item 3), no mine safety disclosures (Item 4), and no other information (Item 5)[279](index=279&type=chunk)[280](index=280&type=chunk)[281](index=281&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including key agreements such as the Certificate of Designation for Series E Preferred Stock, the Securities Purchase Agreement with David Lazar, and settlement agreements with the European Investment Bank and the Curetis insolvency administrator - A list of exhibits filed with the Form 10-Q is provided, including certifications and various material agreements[294](index=294&type=chunk)

OpGen (NASDAQ:OPGN) just reported results for the fourth quarter of 2023. OpGen reported earnings per share of -$17.67. The company reported revenue of $1.07 million. This was same as the analyst estimate for revenue of $1.07 million. InvestorPlace Earnings is a project that leverages data from TradeSmith to automate coverage of quarterly earnings reports. InvestorPlace Earnings distills key takeaways including earnings per share and revenue, as well as how a company stacks up to analyst estimates. These ar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Title of each class | Trading Symbols | Name of each exchange on which registered | | --- | --- | --- | | Common Stock | OPGN | Nasdaq Capital Market | Securities registered or to be registered pursuant to S ...

ROCKVILLE, Md., May 24, 2024 (GLOBE NEWSWIRE) -- OpGen, Inc. (Nasdaq: OPGN, "OpGen" or "the Company") announced today that it received a notice from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company not filing its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), which serves as an additional basis for delisting the Company's securities from Nasdaq, and that the Nasdaq Hearings Pa ...

Core Points - OpGen, Inc. has announced a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. EST on May 20, 2024, to comply with Nasdaq's minimum bid price requirement of $1.00 per share [1][2] - The reverse stock split will reduce the number of outstanding shares from approximately 12,624,902 to about 1,262,490 shares, with no change in par value [3] - No fractional shares will be issued; any fractional shares will be rounded up to the nearest whole share [4] Company Information - OpGen, Inc. is a precision medicine company focused on molecular diagnostics and bioinformatics to combat infectious diseases, providing solutions that improve patient outcomes and reduce the spread of multidrug-resistant microorganisms [6]

ROCKVILLE, Md., April 29, 2024 (GLOBE NEWSWIRE) -- OpGen, Inc. (NASDAQ:OPGN, "OpGen" or "the Company"))) announced today that it entered into an agreement to sell its commercial customer contracts and installed base of Unyvero systems to Camtech Pte Ltd ("Camtech"), a Singaporean family office for $218,000. The transaction follows Camtech's prior acquisition of all of Curetis GmhH's ("Curetis"), the Company's subsidiary, Unyvero assets, rights and businesses, as part of Curetis' insolvency proceedings. In a ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______. Commission file number 001-37367 OPGEN, INC. (Exact name of registrant as specified in its charter) Delaware 06-1614015 (State or other jurisdiction of in ...