---
schema_version: "secwatch.filing_event.v1"
accession: "0001553350-23-000288"
form_type: "8-K"
ticker: "CFOR"
cik: "0001293818"
company_name: "CapForce Inc."
filed_at: "2023-05-04T23:59:59+00:00"
generated_at: "2026-06-15T20:55:22.937236+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# OpGen closes $3.5M public offering; issues 4.5M shares/warrants, amends existing warrants

## Summary
- Offering included 605K shares, 3.89M pre-funded warrants, and 4.5M common warrants at $0.7785 per unit.
- Gross proceeds ~$3.5M; net proceeds to fund commercialization, R&D, and repay debt.
- Common warrants (exercise price $0.7785) exercisable only after stockholder approval; expire 5 years later.
- Existing warrants for 6.4M shares at $2.65-$7.54 amended to $0.7785, same exercisability conditions.
- H.C. Wainwright acted as exclusive placement agent; offering closed May 4, 2023.

## SEC filing metadata
- accession: 0001553350-23-000288
- form_type: 8-K
- ticker: CFOR
- cik: 0001293818
- company_name: CapForce Inc.
- filed_at: 2023-05-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1293818/000155335023000288/0001553350-23-000288-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1293818/000155335023000288/opgen_8k-050423.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001553350-23-000288
- JSON: https://secwatch.observer/filing/0001553350-23-000288.json
- Plain text: https://secwatch.observer/filing/0001553350-23-000288.txt

## Key facts
- Material Agreements
  CapForce Inc. entered into Securities Purchase Agreement with a certain institutional investor valued at aggregate gross proceeds of approximately $3.5 million (effective 2023-05-01).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a certain institutional investor
  - Value: aggregate gross proceeds of approximately $3.5 million
  - Effective: 2023-05-01
  source text: On May 1, 2023, OpGen, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a best-efforts public offering (the “Offering”) (i) 605,000 shares of the Company’s common stock, par value $0.01 per share (the ‘Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 3,890,825 shares of Common Stock (the “Pre-funded Warrants”), and (iii) common warrants to purchase up to an aggregate of 4,495,825 shares of Common Stock (the “Common Warrants” and together with the Pre-funded Warrants, the “Warrants”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000155335023000288/0001553350-23-000288-index.htm
- Material Agreements
  CapForce Inc. amended Warrant Amendment Agreement with the Investor valued at amendment to lower exercise price to $0.7785 per share and provide that warrants will not be exercis (effective 2023-05-01).
  - Action: amendment
  - Counterparty: the Investor
  - Value: amendment to lower exercise price to $0.7785 per share and provide that warrants will not be exercis
  - Effective: 2023-05-01
  source text: In connection with the Offering, the Company also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the Investor. Under the Warrant Amendment Agreement, the Company agreed to amend certain existing warrants to purchase up to 6,396,903 shares of common stock that were previously issued in 2018, 2021, 2022 and 2023 to the Investor, with exercise prices ranging from $2.65 to $7.54 per share (the “Existing Warrants”), in consideration for their purchase of the securities in the Offering, as follows: (i) lower the exercise price of the Existing Warrants to $0.7785 per share, (ii) provide that the Existing Warrants, as amended, will not be exercisable until the receipt of stockholder approval for
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000155335023000288/0001553350-23-000288-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.