---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-24-005187"
form_type: "8-K"
ticker: null
cik: "0001293818"
company_name: "CapForce Inc."
filed_at: "2024-08-02T23:59:59+00:00"
generated_at: "2026-05-31T13:23:31.971398+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# OpGen change of control: AEI Capital acquires ~49% voting power; CEO Lazar resigns, John Tan appointed

## Summary
- David Lazar sold 550,000 Series E shares and rights to 2,450,000 more to AEI Capital for $2.55M.
- AEI Capital holds ~49% voting power on as-converted basis; could reach ~80% upon exercise of remaining rights.
- Lazar resigned as CEO, Chairman, Director effective Aug 2, 2024; also directors Ben-Tzvi, McMurdo, Natan resigned.
- John Tan, AEI Capital designee, appointed CEO, Chairman, Director effective Aug 2.
- Company issued 440,028 common shares to Lazar to settle $1.33M owed under CEO agreements.

## SEC filing metadata
- accession: 0001829126-24-005187
- form_type: 8-K
- cik: 0001293818
- company_name: CapForce Inc.
- filed_at: 2024-08-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 3.02, 5.02, 5.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/opgeninc_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-24-005187
- JSON: https://secwatch.observer/filing/0001829126-24-005187.json
- Plain text: https://secwatch.observer/filing/0001829126-24-005187.txt

## Key facts
- Executive change
  David Natan resigned as Director at CapForce Inc..
  - Action: resigned
  - Role: Director
  source text: each of Avraham Ben-Tzvi, Matthew C. McMurdo and David Natan delivered notice of their resignation as a member of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm
- Executive change
  Matthew C. McMurdo resigned as Director at CapForce Inc..
  - Action: resigned
  - Role: Director
  source text: each of Avraham Ben-Tzvi, Matthew C. McMurdo and David Natan delivered notice of their resignation as a member of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm
- Executive change
  Avraham Ben-Tzvi resigned as Director at CapForce Inc..
  - Action: resigned
  - Role: Director
  source text: each of Avraham Ben-Tzvi, Matthew C. McMurdo and David Natan delivered notice of their resignation as a member of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm
- Executive change
  John Tan was appointed as Chief Executive Officer, Chairman and Director at CapForce Inc..
  - Action: appointed
  - Role: Chief Executive Officer, Chairman and Director
  source text: the Board appointed John Tan, the designee of the Purchaser as Chief Executive Officer, Chairman and Director of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm
- Executive change
  David Lazar changed role as President at CapForce Inc..
  - Action: role change
  - Role: President
  source text: Mr. Lazar also agreed to continue his services to the Company in the role of President for a period of at least sixty days following the consummation of the Transaction.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm
- M&A Transactions
  CapForce Inc. underwent a change of control involving AEI Capital Ltd. for $2,550,000 (closed 2024-08-02).
  - Action: change of control
  - Counterparty: AEI Capital Ltd.
  - Consideration: $2,550,000
  - Closing: 2024-08-02
  source text: Mr. Lazar transferred 550,000 shares of Series E Stock and his right to purchase an additional 2,450,000 shares of Series E Stock to AEI Capital Ltd. (the “Purchaser”) for $2,550,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293818/000182912624005187/0001829126-24-005187-index.htm

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