CapForce Inc 10-K for FY2021

CapForce Inc. (CFOR)

10-K 2022-03-30 For: 2021-12-31

Added on April 06, 2026

About this 10-K

CapForce Inc filed this 10-K on March 30, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.31M; up 2.2% from $4.21M a year earlier
Net loss: $34.81M; compared with a net loss of $26.21M a year earlier

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Delaware		06-1614015
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9717 Key West Avenue
Rockville, MD		20850
(Address of principal executive offices)		(Zip Code)

(240) 813-1260
(Registrant’s telephone number, including area code)

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock	OPGN	Nasdaq Capital Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

		Page
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	32
Item 1B.	Unresolved Staff Comments	56
Item 2.	Properties	56
Item 3.	Legal Proceedings	56
Item 4.	Mine Safety Disclosures	56

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	57
Item 6.	[Reserved]	57
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	58
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 8.	Financial Statements and Supplementary Data	67
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
Item 9A.	Controls and Procedures	67
Item 9B.	Other Information	67
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	68
Item 11.	Executive Compensation	68
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68
Item 13.	Certain Relationships and Related Person Transactions, and Director Independence	68
Item 14.	Principal Accounting Fees and Services	68

PART IV
Item 15.	Exhibits and Financial Statement Schedules	68
Item 16.	Form 10-K Summary	71

Signatures		72

Consolidated Financial Statements		F-1

	Years Ended December 31,
	2021		2020
Revenue
Product sales	$	2,656,669	$	2,704,364
Laboratory services		813,210		167,736
Collaboration revenue		836,152		1,342,341
Total revenue	$	4,306,031	$	4,214,441

Exhibit Number		Description
3.1.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K, File No. 001-37367, filed on May 13, 2015)

3.1.2		Certificate of Correction to Amended and Restated Certificate of Incorporation of the Registrant, dated June 6, 2016 (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K, filed on June 6, 2016)

3.1.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated and filed with the Delaware Secretary of State on January 17, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on January 17, 2018)

3.1.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of OpGen, Inc., filed with the Secretary of the State of Delaware on August 28, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on August 28, 2019)

3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1, File No. 333-202478, filed on March 3, 2015)

3.3		Amendment to the Amended and Restated Bylaws of OpGen, Inc., dated August 5, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2020)

3.4		Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock., (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 15, 2021)

3.5		Amendment to the Amended and Restated Bylaws of OpGen, Inc., dated October 15, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 15, 2021)

4.1		Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrants Annual Report on Form 10-K, filed on March 24, 2020)

4.2		Form of 2015 Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.6 of Form S-1/A, File No. 333-202478, filed on March 20, 2015)

4.3		Form of Underwriters’ Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K, File No. 001-37367, filed on May 13, 2015)

4.4		Form of Warrant to Purchase Common Stock (issued to jVen Capital, LLC and Merck Global Health Innovation Fund) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K Amendment No. 2, filed on July 10, 2017)

4.5		Form of Offered Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.8 of Form S-1/A, File No. 333-202478, filed on April 23, 2015)

4.6		Form of 2016 Warrant to Purchase Common Stock of the Registrant (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K, filed on May 17, 2016)

4.7		Form of Common Stock Purchase Warrant for July 2017 Public Offering (incorporated by reference to Exhibit 4.4 to the Registrants Form S-1, Amendment No. 2, File No. 333-218392, filed on July 11, 2017)

4.8		Form of Placement Agent Warrant for July 2017 Public Offering (incorporated by reference to Exhibit 4.5 to the Registrants Form S-1, File No. 333-218392, filed on July 11, 2017)

4.9		Form of Common Stock Purchase Warrant for February 2018 Public Offering (incorporated by reference to Exhibit 4.3 to the Registrants Form S-1/A, File No. 333-222140, filed on January 31, 2018)

4.10		Form of Placement Agent Warrant for February 2018 Public Offering (incorporated by reference to Exhibit 4.5 to the Registrants Form S-1/A, File No. 333-222140, filed on January 31, 2018)

4.11		Form of Underwriter’s Warrant for October 2019 Public Offering (incorporated by reference to Exhibit 4.10 to the Registrants Form S-1/A, File No. 333-233775, filed on October 15, 2019)

Exhibit Number		Description
4.12		Form of Common Stock Purchase Warrant for October 2019 Public Offering (incorporated by reference to Exhibit 4.11 to the Registrants Form S-1/A, File No. 333-233775, filed on October 15, 2019)

4.13		Form of Common Stock Purchase Warrant for 2020 PIPE (incorporated by reference to Exhibit 4.1 to the Registrants, Current Report on Form 8-K, filed on November 24, 2020)

4.14		Form of Pre-Funded Common Stock Purchase Warrant for 2020 PIPE (incorporated by reference to Exhibit 4.2 to the Registrants, Current Report on Form 8-K, filed on November 24, 2020)

4.15		Form of Common Stock Purchase Warrant for 2021 Offering (incorporated by reference to Exhibit 4.2 to the Registrants, Current Report on Form 8-K, filed on February 10, 2021)

4.16		Form of Pre-Funded Common Stock Purchase Warrant for 2021 Offering (incorporated by reference to Exhibit 4.1 to the Registrants, Current Report on Form 8-K, filed on February 10, 2021)

4.17		Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Registrants, Current Report on Form 8-K, filed on March 9, 2021)

4.18		Form of Common Stock Purchase Warrant for October 2021 Offering (incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K, filed on October 15, 2021)

4.19*		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10.1		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 of Form S-1, File No. 333-202478, filed on March 3, 2015)

10.2		2015 Equity Incentive Plan, as amended and restated on March 29, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 29, 2018)

10.3 !		Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.16 to the Registrant's Form S-1, Amendment No. 2, File No. 333-202478, filed on April 6, 2015)

10.4		Warrant Agreement, dated as of May 8, 2015, between the Registrant and Philadelphia Stock Transfer, Inc., as warrant agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on May 13, 2015)

10.5.1 !		Form of Stock Option Agreement under the 2015 Equity Incentive Plan for employees and consultants (incorporated by reference to Exhibit 10.9.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 24, 2017)

10.5.2 !		Form of Stock Option Agreement under the 2015 Equity Incentive Plan for non-employee directors (initial grant) (incorporated by reference to Exhibit 10.9.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 24, 2017)

10.5.3 !		Form of Stock Option Agreement under the 2015 Equity Incentive Plan for non-employee directors (annual grant) (incorporated by reference to Exhibit 10.9.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 24, 2017)

10.6 !		Form of Restricted Stock Unit Award Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016, filed March 24, 2017)

10.10 !		OpGen, Inc. Retention Plan for Executives (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 25, 2018)

10.11		At the Market Offering Agreement, by and between OpGen, Inc. and H.C. Wainwright & Co., LLC dated February 11, 2020 (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed on February 12, 2020)

10.20 !		Managing Director’s Employment Contract by and between Curetis GmbH and Johannes Bacher, dated August 6, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 11, 2020).

10.38 !		Executive Employment Agreement by and between the Company and Oliver Schacht, dated as of October 29, 2020. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2020).

10.39 !		2020 Stock Options Plan, dated September 30, 2020 (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed on November 16, 2020)

Exhibit Number		Description
10.40 !		Form of Director Grant to the 2020 Stock Options Plan (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed on November 16, 2020)

10.41 !		Form of Employee Grant to the 2020 Stock Options Plan (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed on November 16, 2020)

10.42		Form of Securities Purchase Agreement, dated February 9, 2021, by and between OpGen, Inc. and the purchaser party thereto for 2021 Offering (incorporated by reference to Exhibit 10.1 to the Registrants, Current Report on Form 8-K, filed on February 10, 2021)

10.43		Placement Agent Agreement, dated February 9, 2021, by and between OpGen, Inc. and A.G.P./Alliance Global Partners for 2021 Offering (incorporated by reference to Exhibit 10.2 to the Registrants, Current Report on Form 8-K, filed on February 10, 2021)

10.44		Form of Warrant Exercise Agreement, dated as of March 9, 2021, by and between OpGen, Inc. and the Holder (incorporated by reference to Exhibit 10.1 to the Registrants, Current Report on Form 8-K, filed on March 9, 2021)

10.45		Letter Agreement, dated as of March 9, 2021, by and between A.G.P./Alliance Global Partners and OpGen Inc. (incorporated by reference to Exhibit 10.2 to the Registrants, Current Report on Form 8-K, filed on March 9, 2021)

10.46		Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated October 13, 2021 by and between OpGen, inc. and the purchaser party thereto (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 15, 2021)

10.47!		Executive Employment Agreement by and between the Company and Albert Weber, dated as of November 11, 2021. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 4, 2021)

21.1 *		Subsidiaries of the Registrant

23.1 *		Consent of CohnReznick LLP

31.1 *		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 *		Interactive data files pursuant to Rule 405 of Regulation S-T; (i) the Balance Sheets, (ii) the Statements of Operations and Comprehensive Loss, (iii) the Statements of Stockholders’ Equity, (iv) Statements of Cash Flows and (v) the Notes to the Financial Statements

	OPGEN, INC.

	By:	/s/ Oliver Schacht
		Oliver Schacht, Ph.D.
		Chief Executive Officer

		Date: March 30, 2022

	By:	/s/ Albert Weber
		Albert Weber
		Chief Financial Officer

		Date: March 30, 2022

Signature	Title	Date

/s/ Oliver Schacht, Ph.D.	Chief Executive Officer and Director	March 30, 2022
Oliver Schacht, Ph.D.	(principal executive officer)

/s/ Albert Weber	Chief Financial Officer	March 30, 2022
Albert Weber	(principal financial officer and principal accounting officer)

/s/ Mario Crovetto	Director	March 30, 2022
Mario Crovetto

/s/ R. Donald Elsey	Director	March 30, 2022
R. Donald Elsey

/s/ Prabha Fernandes	Director	March 30, 2022
Prabha Fernandes

/s/ William Rhodes	Director	March 30, 2022
William Rhodes

Consolidated Balance Sheets	F-5

Consolidated Statements of Operations and Comprehensive Loss	F-6

Consolidated Statements of Stockholders’ Equity	F-7

Consolidated Statements of Cash Flows	F-8

Notes to Consolidated Financial Statements	F-9

	2021			2020
Assets
Current assets
Cash and cash equivalents	$	36,080,392		$	13,360,463
Accounts receivable, net		1,172,396			653,104
Inventory, net		1,239,456			1,485,986
Prepaid expenses and other current assets		1,250,331			1,388,090
Total current assets		39,742,575			16,887,643
Property and equipment, net		4,011,748			3,259,487
Finance lease right-of-use assets, net		90,467			449,628
Operating lease right-of-use assets		1,814,396			2,082,300
Goodwill		7,453,007			8,024,729
Intangible assets, net		14,530,209			16,580,963
Strategic inventory		3,472,337			1,686,342
Other noncurrent assets		551,794			779,953
Total assets	$	71,666,533		$	49,751,045
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,307,081		$	1,868,666
Accrued compensation and benefits		1,621,788			2,126,511
Accrued liabilities		1,965,845			1,437,141
Deferred revenue		—			9,808
Short-term notes payable		14,519,113			699,000
Short-term finance lease liabilities		43,150			266,470
Short-term operating lease liabilities		459,792			964,434
Total current liabilities		19,916,769			7,372,030
Note payable		7,176,251			19,378,935
Derivative liabilities		228,589			112,852
Long-term finance lease liabilities		3,644			46,794
Long-term operating lease liabilities		2,977,402			1,492,544
Other long-term liabilities		146,798			156,635
Total liabilities		30,449,453			28,559,790
Commitments and Contingencies (Note 10)
Stockholders' equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at December 31, 2021 and 2020, respectively		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 46,450,250 and 25,085,534 shares issued and outstanding at December 31, 2021 and 2020, respectively		464,503			250,855
Additional paid-in capital		275,708,490			219,129,045
Accumulated deficit		(235,541,539	)		(200,735,827	)
Accumulated other comprehensive income		585,626			2,547,182
Total stockholders’ equity		41,217,080			21,191,255
Total liabilities and stockholders’ equity	$	71,666,533		$	49,751,045

	Common Stock				Preferred Stock						Additional			Accumulated Other
	Number of Shares		Amount		Number of Shares			Amount			Paid-in Capital			Comprehensive Income (Loss)			Accumulated Deficit			Total
Balances at December 31, 2019		5,582,280	$	55,823		—		$	—		$	178,779,814		$	(17,315	)	$	(174,524,983	)	$	4,293,339
Offering of common stock and warrants, net of issuance costs		4,842,615		48,426		—			—			9,240,703			—			—			9,289,129
At the market offering, net of offering costs		7,521,610		75,216		—			—			15,746,706			—			—			15,821,922
Warrant exercises		4,341,000		43,410		—			—			8,638,590			—			—			8,682,000
Issuance of RSUs		5,916		59		—			—			(59	)		—			—			—
Stock compensation expense		—		—		—			—			316,086			—			—			316,086
Shares issued to settle convertible notes		763,905		7,639		—			—			1,443,158			—			—			1,450,797
Shares issued in business combination		2,028,208		20,282		—			—			4,827,135			—			—			4,847,417
Value of equity awards assumed in business combination		—		—		—			—			136,912			—			—			136,912
Foreign currency translation		—		—		—			—			—			2,564,497			—			2,564,497
Net loss		—		—		—			—			—			—			(26,210,844	)		(26,210,844	)
Balances at December 31, 2020		25,085,534		250,855		—			—			219,129,045			2,547,182			(200,735,827	)		21,191,255
Offering of common stock and warrants, net of issuance costs		8,333,333		83,334		—			—			23,390,628			—			—			23,473,962
Offering of preferred stock and warrants, net of issuance costs		—		—		150,000			1,500			13,849,759			—			—			13,851,259
Conversion of preferred stock into common stock		7,500,000		75,000		(150,000	)		(1,500	)		(73,500	)		—			—			—
Beneficial conversion option on convertible preferred stock		—		—		—			—			7,166,752			—			—			7,166,752
Deemed dividend on convertible preferred stock		—		—		—			—			(7,166,752	)		—			—			(7,166,752	)
At the market offering, net of offering costs		680,000		6,800		—			—			1,477,033			—			—			1,483,833
Warrant exercises		4,847,615		48,476		—			—			9,045,696			—			—			9,094,172
Proceeds from the issuance of warrants		—		—		—			—			255,751			—			—			255,751
Warrant inducement		—		—		—			—			7,755,541			—			—			7,755,541
Issuance of RSUs		3,768		38		—			—			(38	)		—			—			—
Stock compensation expense		—		—		—			—			878,575			—			—			878,575
Foreign currency translation		—		—		—			—			—			(1,961,556	)		—			(1,961,556	)
Net loss		—		—		—			—			—			—			(34,805,712	)		(34,805,712	)
Balances at December 31, 2021		46,450,250	$	464,503		—		$	—		$	275,708,490		$	585,626		$	(235,541,539	)	$	41,217,080

	2021			2020
Cash flows from operating activities
Net loss	$	(34,805,712	)	$	(26,210,844	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		2,713,907			2,334,739
Noncash interest expense		3,988,755			2,632,241
Noncash interest income		—			(87,233	)
Stock compensation expense		878,575			316,086
Gain on sale of equipment		—			(100,000	)
Gain on extinguishment of debt		(259,353	)		(884,970	)
Warrant inducement expense		7,755,541			—
Change in fair value of derivative financial instruments		129,731			(517,680	)
Impairment of right-of-use asset		170,714			101,838
Impairment of intangible assets		—			750,596
Changes in operating assets and liabilities, net of acquisition
Accounts receivable		(575,123	)		438,284
Inventory		(2,336,714	)		(410,341	)
Other assets		739,429			1,152,200
Accounts payable		(471,824	)		(481,453	)
Accrued compensation and other liabilities		602,605			(1,559,881	)
Deferred revenue		(9,808	)		(870,114	)
Net cash used in operating activities		(21,479,277	)		(23,396,532	)
Cash flows from investing activities
Acquisition of business net of cash acquired		—			1,266,849
Note receivable		—			(2,200,000	)
Purchases of property and equipment		(1,983,614	)		(130,354	)
Net cash used in investing activities		(1,983,614	)		(1,063,505	)
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs		1,483,833			15,821,922
Proceeds from issuance of common stock warrants		255,751			—
Proceeds from issuance of common stock and pre-funded warrants in private placement, net of selling costs		—			9,289,129
Proceeds from issuance of common stock and pre-funded warrants in registered direct offering, net of selling costs		23,473,962			—
Proceeds from the exercise of common warrants		9,094,172			8,682,000
Proceeds from issuance of preferred stock and warrants, net of issuance costs		13,851,259			—
Proceeds from debt, net of issuance costs		—			1,871,308
Payments on debt		(441,076	)		(998,182	)
Payments on finance lease obligations		(266,470	)		(579,029	)
Net cash provided by financing activities		47,451,431			34,087,148
Effects of exchange rates on cash		(1,463,609	)		1,586,541
Net increase in cash, cash equivalents and restricted cash		22,524,931			11,213,652
Cash and cash equivalents and restricted cash at beginning of year		14,107,255			2,893,603
Cash and cash equivalents and restricted cash at end of year	$	36,632,186		$	14,107,255
Supplemental disclosure of cash flow information
Cash paid for interest	$	895,200		$	952,050
Supplemental disclosures of noncash investing and financing activities
Right-of-use assets acquired through operating leases	$	615,761		$	1,008,039
Deemed dividend – beneficial conversion option on preferred stock	$	7,166,752		$	—
Inventory transferred to property and equipment	$	530,638		$	—
Shares issued in business combination	$	—		$	4,847,417
Shares issued to settle convertible notes	$	—		$	1,450,797
Note receivable from sale of equipment included in other assets	$	—		$	100,000

	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	36,080,392	$	13,360,463
Restricted cash		551,794		746,792
Total cash and cash equivalents and restricted cash in the consolidated statements of cash flows	$	36,632,186	$	14,107,255

	December 31,
	2021		2020
Raw materials and supplies	$	866,963	$	773,021
Work-in-process		100,801		87,159
Finished goods		3,744,029		2,312,148
Total	$	4,711,793	$	3,172,328

					December 31, 2021							December 31, 2020
	Subsidiary		Cost		Accumulated Amortization and Prior Year Impairment			Effect of Foreign Exchange Rates		Net Balance		Accumulated Amortization			Impairment			Effect of Foreign Exchange Rates		Net Balance
Trademarks and tradenames		AdvanDx	$	461,000	$	(461,000	)	$	—	$	—	$	(217,413	)	$	(243,587	)	$	—	$	—
Developed technology		AdvanDx		458,000		(458,000	)		—		—		(308,526	)		(149,474	)		—		—
Customer relationships		AdvanDx		1,094,000		(1,094,000	)		—		—		(736,465	)		(357,535	)		—		—
Trademarks and tradenames		Curetis		1,768,000		(316,930	)		43,015		1,494,085		(147,161	)		—			194,119		1,814,958
Distributor relationships		Curetis		2,362,000		(282,277	)		57,465		2,137,188		(131,070	)		—			259,336		2,490,266
A50 - Developed technology		Curetis		349,000		(89,384	)		8,492		268,108		(41,504	)		—			38,319		345,815
Ares - Developed technology		Curetis		5,333,000		(682,833	)		129,745		4,779,912		(317,060	)		—			585,536		5,601,476
A30 - In-Process Research & Development		Curetis		5,706,000		—			144,916		5,850,916		—			—			622,448		6,328,448
			$	17,531,000	$	(3,384,424	)	$	383,633	$	14,530,209	$	(1,899,199	)	$	(750,596	)	$	1,699,758	$	16,580,963

		Estimated Useful Life
Trademarks and tradenames		10 years
Customer/distributor relationships		15 years
A50 – Developed technology		7 years
Ares – Developed technology		14 years
A30 – Acquired in-process research & development		Indefinite

Year Ending December 31,
2022	$	783,669
2023		783,669
2024		783,669
2025		783,669
2026		783,669
Thereafter		4,760,948
Total	$	8,679,293

Balance as of December 31, 2019	$	600,814
Acquisition of Curetis		6,688,652
Changes in currency translation		735,263
Balance as of December 31, 2020		8,024,729
Changes in currency translation		(571,722	)
Balance as of December 31, 2021	$	7,453,007

Number of shares issued to Curetis N.V		2,028,208
Multiplied by the market value per share of OpGen's common stock (i)	$	2.39
Total fair value of common stock issued to Curetis N.V shareholders		4,847,417
Fair value of replacement stock awards related to precombination service (ii)		136,912
Fair value of convertible notes assumed (iii)		1,323,750
Fair value of EIB debt assumed (iv)		15,784,892
Funds advanced to Curetis GmbH under Interim Facility		4,808,712
Cash, cash equivalents, and restricted cash acquired		(1,266,849	)
	$	25,634,834

	(i)			The price per share of OpGen’s common stock was based on the closing price as reported on the Nasdaq Capital Market on April 1, 2020.
	(ii)			The fair value of the stock options assumed was determined using the Black-Scholes option pricing model.
	(iii)			To derive the fair value of the convertible notes, the Company estimated the fair value of the convertible notes with and without the derivative liability using a scenario analysis and Monte Carlo simulation.
	(iv)			The fair value of the EIB debt is determined using a discounted cash flow analysis with current applicable rates for similar instruments.

Assets acquired
Receivables	$	482,876
Inventory		2,022,577
Property and equipment		3,802,431
Right of use assets		1,090,812
Other current assets		925,364
Finite-lived intangible assets
Trade names/trademarks		1,768,000
Customer/distributor relationships		2,362,000
A50 - Developed technology		349,000
Ares - Developed technology		5,333,000
Indefinite-lived intangible assets
A30 - In-process research & development		5,706,000
Goodwill		6,688,652
Liabilities assumed
Accounts payable		(1,168,839	)
Accrued expenses and other current liabilities		(1,953,927	)
Derivative liabilities		(615,831	)
Lease liabilities		(1,108,193	)
Other long-term liabilities		(49,088	)
Net assets acquired	$	25,634,834

Unaudited pro forma results	Year ended December 31,
	2020
Revenues	$	5,239,192
Net loss		(29,319,303	)
Net loss per share		(1.86	)

	Years Ended December,
	2021		2020
Product sales	$	2,656,669	$	2,704,364
Laboratory services		813,210		167,736
Collaboration revenue		836,152		1,342,341
Total revenue	$	4,306,031	$	4,214,441

Balance at December 31, 2019	$	9,808
Acquired deferrals from Curetis		829,275
Revenue recognized in the period from amounts acquired from Curetis		(870,114	)
Effect of foreign exchange rates		40,839
Balance at December 31, 2020		9,808
New deferrals, net of amounts recognized in the current period		—
Amounts returned to customers		(9,808	)
Effect of foreign exchange rates		—
Balance at December 31, 2021	$	—

Description	Balance at December 31, 2019		Acquired from Curetis		Change in Fair Value			Effect of Foreign Exchange Rates		Balance at December 31, 2020
Participation percentage interest liability	$	—	$	173,373	$	(75,222	)	$	14,701	$	112,852
Embedded conversion option liability		—		442,458		(442,458	)		—		—
Total revenue	$	—	$	615,831	$	(517,680	)	$	14,701	$	112,852

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		9,654		$	418.10		8.0	$	—
Granted		1,525,000		$	2.13
Exercised		—		$	—
Assumed in business combination		134,371		$	48.40
Forfeited		(3,631	)	$	21.11
Expired		(872	)	$	473.92
Outstanding at December 31, 2020		1,664,522		$	7.99		9.4	$	—
Granted		415,000		$	1.99
Exercised		—		$	—
Forfeited		(363,554	)	$	2.17
Expired		(2,619	)	$	544.38
Outstanding at December 31, 2021		1,713,349		$	6.88		8.5	$	—
Vested and expected to vest		1,713,349		$	6.88		8.5	$	—
Exercisable at December 31, 2021		731,090		$	10.45		8.0	$	—

	Number of Units			Weighted-Average Grant Date Fair Value
Unvested at December 31, 2019		14,975		$	8.76
Granted		—		$	—
Vested		(5,924	)	$	8.51
Forfeited		(933	)	$	8.84
Unvested at December 31, 2020		8,118		$	8.93
Granted		360,000		$	1.99
Vested		(3,768	)	$	8.94
Forfeited		(78,085	)	$	2.23
Unvested at December 31, 2021		286,265		$	2.03

				Outstanding at December 31,
Issuance		Exercise Price	Expiration	2021 (1)	2020 (1)
November 2011	$	3,955.00	November 2021	—	15
December 2011	$	3,955.00	December 2021	—	2
February 2015	$	3,300.00	February 2025	451	451
May 2016	$	656.20	May 2021	—	9,483
June 2016	$	656.20	May 2021	—	4,102
June 2017	$	390.00	June 2022	938	938
July 2017	$	345.00	July 2022	318	318
July 2017	$	250.00	July 2022	2,501	2,501
July 2017	$	212.60	July 2022	50,006	50,006
February 2018	$	81.25	February 2023	9,232	9,232
February 2018	$	65.00	February 2023	92,338	92,338
October 2019	$	2.00	October 2024	354,000	359,000
October 2019	$	2.60	October 2024	235,000	235,000
November 2020	$	1.94	May 2026	—	4,842,615
November 2020	$	2.68	May 2026	242,130	242,130
February 2021	$	3.55	August 2026	4,166,666	—
February 2021	$	3.90	August 2026	416,666	—
March 2021	$	3.56	March 2026	3,147,700	—
October 2021	$	2.05	April 2027	7,500,000	—
				16,217,946	5,848,131


(1)	Warrants to purchase fractional shares of common stock resulting from the reverse stock split on August 22, 2019 were rounded up to the next whole share of common stock on a holder by holder basis.

	2021			2020
Federal income tax benefit at statutory rates		21.0	%		21.0	%
Permanent adjustment		(4.4	)%		0.6	%
Provision to return adjustment		(0.1	)%		—
State income tax benefit, net of federal benefit		1.6	%		3.5	%
Foreign rate differential		2.4	%		2.8	%
Change in valuation allowance		(20.6	)%		(28.4	)%
		(0.1	)%		(0.5	)%

Lease Classification	December 31, 2021		December 31, 2020
ROU Assets:
Operating	$	1,814,396	$	2,082,300
Financing		90,467		449,628
Total ROU assets	$	1,904,863	$	2,531,928
Liabilities
Current:
Operating	$	459,792	$	964,434
Finance		43,150		266,470
Noncurrent:
Operating		2,977,402		1,492,544
Finance		3,644		46,794
Total lease liabilities	$	3,483,988	$	2,770,242

Maturity of Lease Liabilities	Operating			Finance			Total
2022	$	745,850		$	44,850		$	790,700
2023		639,172			3,364			642,536
2024		648,767			280			649,047
2025		544,080			—			544,080
2026		378,279			—			378,279
Thereafter		2,126,371			—			2,126,371
Total lease payments		5,082,519			48,494			5,131,013
Less: Interest		(1,645,325	)		(1,700	)		(1,647,025	)
Present value of lease liabilities	$	3,437,194		$	46,794		$	3,483,988

		Years ended December 31,
Lease Cost	Classification	2021		2020
Operating	Operating expenses	$	1,055,595	$	1,205,551
Finance:
Amortization	Operating expenses		359,162		508,962
Interest expense	Other expenses		15,481		57,247
Total lease costs		$	1,430,238	$	1,771,760