CapForce Inc 8-K/A, filed Jun 15, 2020

About this 8-K/A

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CapForce Inc. (CFOR)

8-K/A 2020-06-15 For: 2020-04-01

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Added on April 06, 2026

CapForce Inc filed this 8-K/A on June 15, 2020, reporting on events of April 1, 2020.

Date: June 15, 2020

OpGen, Inc.

/s/ Timothy C. Dec

Name: Timothy C. Dec

Title: Chief Financial Officer

Item 9.01: Financial statements and exhibits

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OPGN	The Nasdaq Capital Market

Exhibit No.		Document
23.1		Consent of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft
99.1		Curetis Business Audited Historical Consolidated Financial Statements and Related Notes
99.2		OpGen, Inc. Unaudited Pro Forma Condensed Combined Financial Statements and Related Notes

in kEuro	Note		2019			2018

Revenue		4		2,271			1,419
Cost of sales		5		(4,913	)		(1,362	)
Gross profit / gross loss				(2,642	)		57

Distribution costs		5,6		(6,133	)		(8,147	)
Administrative expenses		5,7		(4,714	)		(3,578	)
Research & development expenses		5,8		(7,616	)		(10,566	)
Other income				559			625
Impairment losses IFRS 9		12		(142	)		—
Operating loss				(20,688	)		(21,609	)

Finance income				246			34
Finance costs				(2,333	)		(1,201	)
Finance result - net		10		(2,087	)		(1,167	)

Loss before income tax				(22,775	)		(22,776	)
Income tax expenses		11		(73	)		(36	)
Loss for the period				(22,848	)		(22,812	)
Foreign currency translation gain (loss)*				(14	)		88
Total comprehensive loss for the period				(22,862	)		(22,724	)

in kEuro	Notes		31 December 2019			31 December 2018

Current assets				5,219			11,888
Cash and cash equivalents				2,274			4,800
Trade receivables		12		255			323
Other receivables related party				357			453
Inventories		13		1,865			6,052
Prepaid Expenses and Other current assets		14		468			260
Non-current assets				12,311			10,850
Intangible assets		15		7,260			7,425
Property, plant and equipment		16		3,611			3,196
Right of use assets		17		1,073			—
Other non-current assets				208			—
Other non-current financial assets				159			158
Deferred tax assets				—			71
Total assets				17,530			22,738
Current liabilities				28,707			5,773
Trade and other payables				1,086			921
Other liabilities, related party				259			187
Provisions current		19		161			65
Tax liabilities				—			22
Other current liabilities		20		1,972			881
Other current financial liabilities		21		24,793			3,697
Current lease liabilities		26		436			—
Non-current liabilities				693			13,993
Provisions non-current		19		44			44
Other non-current financial liabilities		22		—			13,949
Non-current lease liabilities		26		649			—
Total liabilities				29,400			19,766
Equity				(11,870	)		2,972
Subscribed Capital				5,554			5,554
Capital reserve				165,862			157,847
Currency translation differences				(86	)		(75	)
Accumulated deficit				(183,201	)		(160,354	)
Total Equity and liabilities				17,530			22,738

					Currency
	Subscribed		Capital		translation			Accumulated			TOTAL
in kEuro	capital		reserve		difference			deficit			equity
Balance at 1 January 2018		5,554		140,402		(160	)		(137,542	)		8,254
Loss for the period									(22,812	)		(22,812	)
Other comprehensive income						85						85
Total comprehensive loss		0		0		85			(22,812	)		(22,727	)
Transactions with owners in their capacity as owners
Capital increase				15,984								15,984
Shareholder contributions				1,095								1,095
Share-based payments				366								366
Balance as of 31 December 2018		5,554		157,847		(75	)		(160,354	)		2,972

						Currency
		Share		Capital		translation			Retained			TOTAL
in kEuro		capital		reserve		difference			earnings			equity
Balance at 1 January 2019		5,554		157,847		(75	)		(160,354	)		2,972
Loss for the period									(22,848	)		(22,848	)
Other comprehensive loss						(11	)					(11	)
Total comprehensive loss		0		0		(11	)		(22,848	)		(22,859	)
Transactions with owners in their capacity as owners
Capital increase				6,928								6,928
Shareholder contributions				727								727
Share-based payments				360								360
Balance as of 31 December 2019		5,554		165,862		(86	)		(183,201	)		(11,870	)

Standard/Interpretation	Content	Application mandatory from
Amendment to IFRS 9	Prepayment Features with Negative Compensation	1 January 2019
IFRS 16	Accounting of Leasing-transactions	1 January 2019
IFRIC 23	Uncertainty over Income Tax Treatments	1 January 2019
Amendments to IFRS 3, 11, IAS 12, IAS 23	Amended by Annual Improvements to IFRS Standards 2015–2017 Cycle.	1 January 2019
Amendments to IAS 19	Plan Amendment, Curtailment or Settlement	1 January 2019

In kEUR
Assets
Right-of-Use assets			1,494
Liabilities
Lease liabilities			1,494

In kEUR
Operating lease commitments as of 31 December 2018	1,301
Impact of present value discount	(107	)
Short term leases excluded	(94	)
Impact of lease extension entered into in 2019	394
IFRS16 opening balance impact on lease liabilities as of 1 January 2019	1,494

Current lease liabilities			485
Non current lease liabilities			1,009
IFRS16 opening balance impact on lease liabilities as of 1 January 2019			1,494

Asset class		Estimated useful life
Real Estate		1-10 years
Other		1-5 years

Contractual Maturities of Financial Liabilities		Up to One Year				Between One and Five Years				More than Five Years				Total Contractual Cash Flows				Carrying Amount Liabilities
Lease Liabilities			457				670				0				1,127				1,085

1 EUR =		31 December 2019		31 December 2018
	USD		1.1234		1.1450
	CHF		1.0854		1.1269
	GBP		0.8508		0.8945

	Other financial liabilities			Lease Liabilities			Cash			Total
in kEUR
Balance as of 1 January 2018		10,816			—			3,468			7,348
Increase		6,109			—			—			6,109
Decrease		—			—			1,238			(1,238	)
exchange rate differences		—			—			94			(94	)
Interest		406			—			—			406
Other non cash transactions		315			—			—			315
Balance as of 31 December 2018		17,646			—			4,800			12,846

		Other financial liabilities			Lease Liabilities			Cash			Total
in kEUR
Balance as of 1 January 2019		17,646			1,494			4,800			14,340
Increase		8,618			—			—			8,606
Decrease		—			(424	)		(2,517	)		2,093
exchange rate differences		(36	)		—			(9	)		(27	)
Interest		1,496			—			—			1,496
Conversion Convertible Bond		(3,696	)		—			—			(3,696	)
Other non cash transactions		765			—			—			777
Lease transaction		—			15			—			15
Balance as of 31 December 2019		24,793			1,085			2,274			23,604

Asset class		Depreciation term
Buildings		Max. 10 years
Machines and technical equipment		3-13 years
Office equipment		2-14 years
Unyvero-Platforms		3-5 years

in kEUR	2019		2018
Sale of Unyvero-Systems		538		546
Sale of cartridges		675		811
Sale of services		1,058		62
Total		2,271		1,419

Finance results in kEUR	2019			2018
Financial assets measured at amortized cost		88			—
Financial liabilities measured at amortized costs		(2,081	)		(1,178	)
Financial liabilities measured at fair value through profit or loss		(94	)		11
Finance result/costs net		(2,087	)		(1,167	)

kEUR	2019			2018
Loss before income tax		(22,775	)		(22,776	)
Expected income tax at a tax rate 2019: 27.88% (2018: 27.88%)		6,350			6,350
Non-taxable income and non-deductable expenses		(85	)		(34	)
Expenses resulting from Equity settled stock options		(68	)		(138	)
Changes in the recognition of deferred tax assets on tax loss carry-forwards		(3,842	)		(4,087	)
Effect from revaluation of DTA (in context with DTL)		1			74
Tax effect from local taxes		(3	)		(33	)
Tax effect of the application of foreign tax rates		(15	)		—
Changes in the recognition of deferred tax assets on tax loss carry-forwards related to foreign companies		(2,177	)		(2,128	)
Other effects		(234	)		(40	)
Income tax as stated in P&L		(73	)		(36	)
Effective tax rate		0	%		0	%

	31 December 2019				31 December 2018
			thereof				thereof
in kEUR	Total		current		Total		current
DTA		1,100		674		426		45
DTL		1,100		95		426		146

	Deferred tax assets		Deferred tax liabilities
in kEUR	31 December 2019	31 December 2018	31 December 2019	31 December 2018
Assets
Inventories	—	—	91	93
Property, plant and equipment	—	—	202	280
other current assets	4	30	—	—
Right of Use	—	—	173	—

Liabilities
Provisions current	—	—	2	—
Other current liabilities	3	15	—	—
Other current financial liabilities	607	—	—	53
Provisions non-current	3	2	—	—
Other non-current financial liabilities	—	—	632	—
Lease liabilities	61	—	—	—
current lease liabilities	114	—	—	—
Equity
loss-carry-forwards	308	379	—	—

Deferred Taxes (gross)	1,100	426	1,100	426
Offsetting	1,100	426	1,100	426
Deferred Taxes (net)	—	—	—	—

in kEUR	Curetis GmbH
	31 December 2019	31 December 2018
Tax loss carryforwards corporate tax	110,409	96,587
Tax loss carryforwards trade tax	109,527	96,098

	31 December			31 December
in kEUR	2019			2018

Trade receivables, gross		396			325
less loss allowance		(141	)		(2	)
Trade receivables, net		255			323

	31 December		31 December
in kEUR	2019		2018
Gross
Amounts not due		237		242
Past due 0-30 days		146		60
Past due 31-60 days		13		23
More than 60 days		—		—
Total		396		325

				Licenses			Unyvero A30		advance
in kEUR	Software			& Patents			technology		payments			Total
Balance as of 1 January 2018		95			2,402			5,000		27			7,524

Cost:
Balance as of 1 January 2018		657			2,484			5,000		27			8,168
Additions		34			1			—		84			119
Disposals		—			—			—		—			—
Balance as of 31 December 2018		691			2,485			5,000		111			8,287

Accumulated amortizations
Balance as of 1 January 2018		(562	)		(82	)							(644	)
Amortization		(76	)		(142	)		—		—			(218	)
Balance as of 31 December 2018		(638	)		(224	)		—		—			(862	)

Carrying value as of 31 December 2018		53			2,261			5,000		111			7,425

Cost:
Balance as of 1 January 2019		691			2,485			5,000		111			8,287
Additions		30			11			—		1			42
Disposals		111			—			—		(111	)		—
Balance as of 31 December 2019		832			2,496			5,000		1			8,329

Accumulated amortizations
Balance as of 1 January 2019		(638	)		(224	)		—		—			(862	)
Amortization		(66	)		(141	)		—		—			(207	)
Balance as of 31 December 2019		(704	)		(365	)		—		—			(1,069	)

Carrying value as of 31 December 2019		128			2,131			5,000		1			7,260

in kEUR	Land and buildings			Machines and technical installation			Other tangible assets			Assets under construction			Total
Balance as of 1 January 2018		23			2,609			645			289			3,566

Cost:
Balance as of 1 January 2018		72			7,852			2,636			289			10,849
Additions		—			31			215			424			670
Disposals		—			—			(81	)		—			(81	)
Reclassification		—			417			—			(417	)		—
Balance as of 31 December 2018		72			8,300			2,770			296			11,438

Accumulated depreciation:
Balance as of 1 January 2018		(49	)		(5,243	)		(1,991	)		—			(7,283	)
Disposals		—			—			80			—			80
Depreciation		(8	)		(701	)		(330	)		—			(1,039	)
Balance as of 31 December 2018		(57	)		(5,944	)		(2,241	)		—			(8,242	)

Carrying amount as of 31 December 2018		15			2,356			529			296			3,196

Cost:
Balance as of 1 January 2019		72			8,300			2,770			296			11,438
Additions		—			80			621			800			1,502
Disposals		—			(5	)		(15	)		—			(20	)
Reclassification		—			1,089			—			(1,089	)		0
Balance as of 31 December 2019		72			9,465			3,376			7			12,920

Accumulated depreciation:
Balance as of 1 January 2019		(57	)		(5,944	)		(2,241	)		—			(8,242	)
Disposals		—			3			12			—			15
Depreciation		(8	)		(739	)		(336	)		—			(1,083	)
Balance as of 31 December 2019		(65	)		(6,680	)		(2,565	)		—			(9,310	)

Carrying amount as of 31 December 2019		7			2,785			811			7			3,611

n kEUR	Real estates			Other			Total
Initial recognition 01.01.2019		1,450			44			1,494
Additions		6			22			28
Disposals		—			(13	)		(13	)
Depreciation		(414	)		(22	)		(436	)
Balance as of 31 December 2019		1,042			31			1,073

Level 1	Quoted (unadjusted) market prices in active markets for identical assets and liabilities.

Level 2	Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3	Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

kEUR		PPI Tranche		Embedded Derivative
Change in Share Price	+10%		16		0
Change in Share Price	-10%		16		0
Change in execution period	+1 months		1		5
Change in execution period	-1 months		1		5
Change in shares outstanding	+10%		16		0
Change in shares outstanding	-10%		16		0
Change in credit adjusted interest rate	+10%		16		0
Change in credit adjusted interest rate	-10%		16		0

kEUR
Deferred amount on initial recognition			301
Deferred amount amortized in profit or loss in the current period			-32
Deferred amount not amortized as of December 31, 2019			269

	Tranche 1		Tranche 2		Tranche 3		Tranche 4		Tranche 5		Tranche 6
Grant date	1 July 2016		1 October 2016		1 January 2017		1 April 2017		1 July 2017		1 October 2017
Granted stock options		170,000		45,000		42,500		5,000		20,000		123,500
Remaining contractual term of the option		6.5 years		6.75 years		7.00 years		7.25 years		7.50 years		7.75 years
Exercise price		6.45 Euro		6.41 Euro		6.42 Euro		5.81 Euro		4.93 Euro		4.98 Euro
Outstanding at 1 January 2019		132,778		22,500		41,458		5,000		7,778		106,833
Granted during the year		0		0		0		0		0		0
Forfeited during the year		833		0		6,667		0		0		19,583
Exercised during the year		0		0		0		0		0		0
Expired during the year		0		0		0		0		0		0
Cancelled during the year		0		0		0		0		0		0
Outstanding at 31 December 2019		131,945		22,500		34,791		5,000		7,778		87,250
Exercisable at 31 December 2019		131,945		22,500		0		0		0		0

	Tranche 7		Tranche 8		Tranche 9		Tranche 10		Tranche 11		Tranche 12
Grant date	1 January 2018		1 March 2018		1 July 2018		1 October 2018		1 January 2019		1 July 2019
Granted stock options		25,000		102,000		40,500		110,000		322,000		38,500
Remaining contractual term of the option		8.00 years		8.17 years		8.50 years		8.75 years		9.00 years		9.50 years
Exercise price		3.86 EUR		6.51 EUR		4.62 EUR		3.29 EUR		1.40 EUR		1.61 EUR
Outstanding at 1 January 2019		25,000		97,000		37,500		110,000		0		0
Granted during the year		0		0		0		0		322,000		38,500
Forfeited during the year		16,389		21,445		23,181		0		92,528		5,000
Exercised during the year		0		0		0		0		0		0
Expired during the year		0		0		0		0		0		0
Cancelled during the year		0		0		0		0		0		0
Outstanding at 31 December 2019		8,611		75,555		14,319		110,000		229,472		33,500
Exercisable at 31 December 2019		0		0		0		0		0		0

Balance as at 31 December 2019	Up to 1 year		1-3 years		3-5 years		More than 5 years
Trade and other payables		1,086		—		—		—
Other financial liabilities		650		—		—		—
Loan - EIB		18,000		—		—		—
Loan - OpGen		2,225		—		—		—
Lease liability		457		670		—		—
Convertible note		1,300		—		—		—
Interests accrued		7,950		—		—		—
TOTAL		31,668		—		—		—

Balance as at 31 December 2018		Up to 1 year		1-3 years		3-5 years		More than 5 years
Trade and other payables		921		—		—		—
Other financial liabilities		245				—		—
Loans		—		—		13,000		—
Convertible note		3,300		—		—		—
Interests accrued		520		1,040		4,540		—
TOTAL		4,986		1,040		17,540		—

in kEUR
Name	Base salary/ consultancy fee			Annual bonus		Company Car		Share based payments and other incentives			Total remuneration
Johannes Bacher		200	²		0		—		12	³		212
Dr. Achim Plum		200			0		5		12	³		217
Oliver Schacht		240			0		—		14	³		254
Total		640			0		5		38			683

/s/ Oliver Schacht, PhD		/s/ Johannes Bacher
Oliver Schacht, PhD		Johannes Bacher
Managing Director		Managing Director

OpGen, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 2020
(in thousands)
	OpGen			Curetis Business			Pro Forma Adjustments			Notes		Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	11,469		$	1,161		$	—				$	12,630
Accounts receivable, net		166			483			—					649
Note receivable		4,809			—			(4,809	)		G		—
Inventory, net		437			2,218			464			M		3,119
Prepaid expenses and other current assets		264			1,045			—					1,309
Total current assets		17,145			4,907			(4,345	)				17,707
Property and equipment, net		103			3,667			—					3,770
Finance lease right-of-use assets, net		826			—			—					826
Operating lease right-of-use assets		886			1,091			—					1,977
Goodwill		601			—			3,146			F		3,747
Intangible assets, net		—			7,975			10,406			F		18,381
Other noncurrent assets		203			405			—					608
Total assets	$	19,764		$	18,045		$	9,207				$	47,016
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	1,054		$	1,169		$	—				$	2,223
Accrued compensation and benefits		988			—			—					988
Accrued and other current liabilities		1,048			2,456			670			A,B		4,174
Deferred revenue		10			—			—					10
Short-term notes payable		348			29,638			(27,873	)		F,G,H,I		2,113
Short-term finance lease liabilities		517			—			—					517
Short-term operating lease liabilities		948			511			—					1,459
Total current liabilities		4,913			33,774			(27,203	)				11,484
Notes payable		163			—			16,218			I		16,381
Long-term finance lease liabilities		213			—			—					213
Long-term operating lease liabilities		392			597			—					989
Other noncurrent liabilities		—			49			—					49
Total liabilities		5,681			34,420			(10,985	)				29,116
Stockholders' equity
Common stock		125			6,141			(6,121	)		C,D		145
Additional paid-in capital		192,410			178,061			(173,183	)		C,D,E		197,288
Accumulated deficit		(178,474	)		(200,534	)		199,453			A,B,C,G		(179,555	)
Accumulated other comprehensive loss (income)		22			(43	)		43			C		22
Total stockholders’ equity (deficit)		14,083			(16,375	)		20,192					17,900
Total liabilities and stockholders’ equity (deficit)	$	19,764		$	18,045		$	9,207				$	47,016