8-K
CapForce Inc. (CFOR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
December 1, 2025Date of Report (date of earliest event reported)
OPGEN, INC.
(Exact name of Registrant as specified in itscharter)
| Delaware | 001-37367 | 06-1614015 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (CommissionFile Number) | (I.R.S. Employer Identification Number) |
23219 Stringtown Road, Suite 300Clarksburg, MD 20871(Address of principal executive offices)(Zip code)
(240) 813-1260(Registrant's telephone number, including area code)
Not Applicable(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | OPGN | OTC<br>Markets Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2025, John Tan Honjian resigned from his position of Chief Executive Officer of the Company. Mr. Honjian will continue in his position as Chairman of the Board of Directors (the “Board”) of the Company.
On December 1, 2025, the Company appointed Mr. Christian-Laurent Bonte to the role of Chief Executive Officer of the Company. Mr. Bonte succeeded Mr. Honjian, the Company’s previous Chief Executive Officer.
Mr. Bonte, age 49, was a member of the Board until July 17, 2025, when he resigned from the Board and was appointed, pursuant to an offer letter dated June 25, 2025 (the “Offer Letter”), the Head of the Digital Investment Banking Arm of CapForce International Holdings Ltd. (“CapForce”), a limited liability company incorporated in Malaysia and wholly owned subsidiary of the Company. Mr. Bonte will continue to leverage his rich investment banking experience in Hong Kong and Singapore with broad in-depth Hong Kong and U.S. capital market exposure. Mr. Bonte’s experience includes serving as the Executive Director at Meyzer Capital Management Pte Ltd, a management consulting and alternative investments platform, since March 2024, as the Founder and the Managing Director of Far Cap Pte Ltd, a corporate finance and technology investment firm, from December 2021 to March 2024, and as the Managing Director of ARC Capital Ltd, an investment bank with a presence in Asia and the United States, from August 2017 to December 2021.
On December 1, 2025, Mr. Bonte entered into a promotion letter with CapForce, pursuant to which he will serve as Chief Executive Officer of the Company and CapForce (the “Promotion Letter”). Pursuant to the Promotion Letter, Mr. Bonte’s employment may be terminated by CapForce at any time by one (1) month written notice by CapForce.
Under the Promotion Letter, Mr. Bonte’s initial annual base salary will be $156,000. Mr. Bonte will be entitled to a guaranteed minimum annual bonus equivalent to one month of base salary (i.e., $13,000), payable upon the completion of his first year of service, and a performance bonus ranging from $26,000 to $312,000, subject to his level of performance. Additionally, Mr. Bonte will be eligible for incentive payments on a per-deal basis in relation to business leads sourcing and conversion, under a separate business development incentive agreement. Lastly, Mr. Bonte will be eligible for an annual stock grant worth $200,000, subject to his level of performance.
The foregoing descriptions of the Offer Letter and Promotion Letter are not complete and are qualified in their entirety by reference to the full text of the Offer Letter and Promotion Letter, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
There are no other arrangements or understandings between Mr. Bonte and any other persons pursuant to which Mr. Bonte was appointed Chief Executive Officer of the Company. Mr. Bonte does not have any family relationship with any of the Company’s directors or executive officers. Mr. Bonte does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K except as it relates to the Promotion Letter.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | Letter of Offer, dated June 25, 2025, by and between CapForce International Holdings Ltd. and Christian-Laurent Benoit Bonte |
| 10.2 | Letter of Promotion, dated December 1, 2025, by and between CapForce International Holdings Ltd. and Christian-Laurent Benoit Bonte |
| 104 | Cover Page Interactive Data File (embedded within the Inline<br>XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 5, 2025 | OpGen, Inc. | ||
|---|---|---|---|
| By: | /s/ Christian-Laurent Benoit Bonte | ||
| Name: | Christian-Laurent Benoit Bonte | ||
| Title: | Chief Executive Officer |
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Exhibit 10.1
CapForce International Holdings Ltd
(LL20994)
Private and Confidential
June 25, 2025
Christian-Laurent Benoit Bonte
Dear Mr. Bonte,
RE: LETTER OF OFFER
CapForce International Holdings Ltd (“CapForce”) is delighted to offer Mr. Christian Bonte the full time position of Head of Investment Banking Arm, reporting to CapForce CEO and working alongside CapForce COO. The position is offered on the following terms.
| 1. | Role/Duties |
|---|
As the Head of the Investment Banking Arm, you will be responsible for overseeing the strategic direction, operations, and overall performance of the company’s investment banking division. You will play a critical leadership role in driving deal origination, managing key client relationships, and ensuring the successful execution of transactions. Your primary duties include, but are not limited to, the following:
| 1.1 | Strategic Leadership and Direction |
|---|---|
| ● | Set and execute the strategic vision for the investment banking division in alignment with the company’s overall goals. |
| --- | --- |
| ● | Identify growth opportunities across sectors and geographies to expand the firm’s investment banking footprint. |
| --- | --- |
| 1.2 | Deal Origination and Execution |
| --- | --- |
| ● | Lead the origination, structuring, and execution of transactions including M&A, equity and debt capital markets, and other corporate finance advisory mandates. |
| --- | --- |
| ● | Oversee the preparation of pitch materials, financial models, and deal documentation to support transaction execution. |
| --- | --- |
| 1.3 | Client Relationship Management |
| --- | --- |
| ● | Cultivate and maintain strong relationships with corporate clients, institutional investors, financial sponsors, and other stakeholders. |
| --- | --- |
| ● | Serve as a trusted advisor to clients, delivering strategic financial advice tailored to their business objectives. |
| --- | --- |
| 1.4 | Team Leadership and Development |
| --- | --- |
| ● | Lead, mentor, and manage a high-performing team analysts and associates. |
| --- | --- |
| ● | Foster a collaborative and performance-driven culture within the investment banking division. |
| --- | --- |
| 1.5 | Risk Management and Compliance |
| --- | --- |
| ● | Ensure all transactions and advisory services comply with regulatory requirements and internal governance standards. |
| --- | --- |
| ● | Monitor market, credit, and operational risks associated with investment banking activities. |
| --- | --- |
CapForce International Holdings Ltd
(LL20994)
| 1.6 | Financial Oversight and Reporting |
|---|---|
| ● | Manage divisional budgets, performance metrics, and revenue targets. |
| --- | --- |
| ● | Provide regular reporting and strategic insights to the Board and senior management. |
| --- | --- |
These responsibilities may be revised from time to time as deemed appropriate by business circumstances.
| 2 | Terms of Employment |
|---|---|
| 2.1 | Your employment shall commence effectively from the 1st day of July 2025 and is subject to a six-months probationary period. This period of time allows you and CapForce to determine if the position is suitable for you. CapForce reserves the right to revise the terms and conditions from time to time. Save and except for the variations being revised, the terms and conditions herein shall remain in full force and effect throughout your terms of employment. |
| --- | --- |
| 2.2 | We will confirm your employment by the end of your six-months probationary period. |
| --- | --- |
| 2.3 | Your ordinary working hours shall be from Monday to Friday, 9:00 a.m. to 6:00 p.m. You are required to work from the office on three (3) days per week, with the remaining two (2) days to be worked remotely from home or in the field, at your discretion. You may be requested to work outside these hours and/or on Saturday and Sunday. |
| --- | --- |
| 3 | Duty & Obligation |
| --- | --- |
| 3.1 | You hereby undertake and agree with CapForce that you will at all times during the continuance in force of this Employment observes, performs and covenants the following:- |
| --- | --- |
| (a) | will in all matters act faithfully to CapForce and obey to the result of discussion with the Management of the Company, and in the absence of any such discussion in relation to any particular matter will act in such manner as she reasonably considers to be most beneficial to CapForce’s interests; |
| --- | --- |
| (b) | will use her best endeavours to uphold the good name of CapForce and at all times act in the best interest of CapForce; |
| --- | --- |
| (c) | will not make any willful misleading and negligent representation or undertaking in respect of the services provided by CapForce and will indemnify CapForce for any loss or damages which CapForce is liable to compensate to the prospects or any other loss incurred by CapForce as a result of such representation or undertaking; |
| --- | --- |
| (d) | will not incur any liability on behalf of CapForce or pledge CapForce’s credit or make any contract binding upon CapForce without CapForce’s knowledge and consent in writing; |
| --- | --- |
| (e) | will promptly bring to the notice of the Management of the Company any information received by you which is likely to be of use or benefit to CapForce; |
| --- | --- |
| (f) | will not receive and accept any form of monetary gift from the prospects and its agent or any other persons in the similar nature without notifying the Officer and CapForce and obtain CapForce’s consent thereof; |
| --- | --- |
2
CapForce International Holdings Ltd
(LL20994)
| (g) | will not divulge any information in relation to CapForce’s affairs or business or method of carrying on business. |
|---|---|
| 4. | Entitlement |
| --- | --- |
| 4.1 | CapForce is offering you a base salary of SGD10,000 per month. |
| --- | --- |
| 4.2 | All base salary will be subjected to deductions for taxes and other withholdings as required by law or the policies of the company. |
| --- | --- |
| 4.3 | Your salary herein stated will be paid on a monthly basis on the last day of the month and deposited into the bank account that you nominate. |
| --- | --- |
| 4.4 | You will be entitled to receive twelve (12) days of annual leave. Your annual leave will be prorated in the first year to your start date. |
| --- | --- |
| 4.5 | In addition to your base salary, CapForce will grant you a guaranteed minimum annual bonus equivalent to one (1) month of your base salary, payable upon the completion of your first year of service. You will also be eligible for a performance-based bonus ranging from two (2) to twenty-four (24) months of your base salary, subject to quarterly, half-year, and annual performance evaluations, assessed from both a company-wide and group-wide contribution perspective. |
| --- | --- |
| 4.6 | This is on top of per-deal basis incentive allocated under a separate business development incentive agreement for front-end business development driven partner-level salaried employees, in relation to business leads sourcing/conversion at both investor/capital and investee/asset ends, be it on the buy-side asset management front or the sell-side investment banking front. |
| --- | --- |
| 4.7 | Based on your work performance, stock grant shall be awarded by CapForce’s holding company which is a listed company (NASDAQ:OPGN/ OTC:OPGN) focused on digital investment banking platform to be renamed as CapForce Inc. soon, under the separate business development incentive agreement stipulated under Clause 4.6 herein. |
| --- | --- |
| 5. | Termination of Employment |
| --- | --- |
| 5.1 | Without prejudice to any other remedies CapForce may have against you, CapForce shall have the right at any time by giving one month’s notice in writing to you to cease this Employment. |
| --- | --- |
| 5.2 | You may resign from your employment by giving to CapForce one month’s notice in writing, provided that you shall continue be liable to CapForce for any obligations incurred prior to such cessation. |
| --- | --- |
| 5.3 | Upon the termination of this employment, you undertake that you:- |
| --- | --- |
| (i) | shall return to CapForce all documents obtained or accessed during this employment and shall not from thereon retain any of such documents in any form, including but not limited to documentations, devices or other media; |
| --- | --- |
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CapForce International Holdings Ltd
(LL20994)
| (ii) | shall not divulge any information in relation to CapForce’s affairs or business or method of carrying on business; |
|---|---|
| (iii) | shall not continue liaise, contact nor have any business dealing whatsoever in the same nature as CapForce, either directly or indirectly, or through corporate entities, or associates with any customer or client of CapForce or its subsidiaries or any person or firm which has contacted or being contacted by CapForce as a potential prospect; |
| --- | --- |
| (iv) | during the period of three (3) years after such cessation, shall not engage or participate directly or indirectly, or through any corporation, or associates in any business, enterprise, employment or appointment whether gainfully or not which is directly competitive with CapForce; |
| --- | --- |
| (v) | shall not to disparage nor damage the interests, goodwill, reputations and businesses of CapForce at all times; |
| --- | --- |
| (vi) | shall unconditionally return, as directed by CapForce, all the financial gain excluding its lawful entitlement made by you during your employment which is deemed to be held on trust for CapForce. |
| --- | --- |
| 6. | Confidentiality |
| --- | --- |
| 6.1 | You shall keep confidential any and all information whether oral or written relating to the business of CapForce and prohibited to disclose, use, make use or made available any documents of which you become aware during the term of this Employment to any person except as required, directed or permitted by CapForce. |
| --- | --- |
| 6.2 | You shall convey only the truthful, consistent and authorised documents to the third parties includes the companies or prospects as contained in the Non-Disclosure Agreement. |
| --- | --- |
| 6.3 | The aforementioned clauses in relation to confidentiality and non-competition shall survive the cessation of this Employment, however caused. |
| --- | --- |
Thank you for your kind attention.
Yours faithfully,
For and on behalf of
CapForce International Holdings Ltd
| /s/ Mohd Azham bin Azudin |
|---|
| Mohd Azham bin Azudin |
| Director |
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CapForce International Holdings Ltd
(LL20994)
Acknowledgement and Acceptance Form
I, Christian-Laurent BONTE hereby confirm my acceptance of this Letter of Offer as your Head of Investment Banking Arm by acknowledging receipt of this Letter of Offer. I hereby declare that I have fully understood the content herein and agreed to be bound by the said content.
| Name: | Christian-Laurent BONTE | Signature: |
|---|---|---|
| I/D No.: | ||
| Date: | 01/07/2025 | /s/ Christian-Laurent BONTE |
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Exhibit 10.2
CapForce International Holdings Ltd
(LL20994)
Private and Confidential
December 1, 2025
Christian-Laurent Benoit Bonte
Dear Mr. Bonte,
| RE: | PROMOTION TO CHIEF EXECUTIVE OFFICER (CEO) |
|---|
We are pleased to inform you that the Board of Directors has approved your promotion to the position of Chief Executive Officer (CEO) of CapForce International Holdings Ltd and OpGen Inc., effective 1^st^ day of December 2025.
This promotion reflects the Board’s confidence in your leadership capabilities, strategic vision, and proven dedication to the Company’s growth. In your new role, you will be responsible for leading the overall business strategy, strengthening operational performance, driving corporate development, and ensuring the Company’s continued success and long-term sustainability.
Your revised compensation package, responsibilities, and related terms of employment are as follows:
| 1. | Position: Chief Executive Officer |
|---|---|
| 2. | Effective Date: 1^st^ day of December 2025 |
| 3. | Reporting To: Board of Directors |
| 4. | Compensation & Benefits: |
| ○ | Monthly Salary: USD13,000.00 |
| --- | --- |
| ○ | Stock Grant: USD200,000.00 upon your completion of the first year employment with the Company as the CEO. |
| ○ | Annual Leave: Eighteen (18) days |
| 5. | Key Responsibilities: |
| --- | --- |
| ○ | Overall strategic leadership of the Company |
| --- | --- |
| ○ | Oversight of business operations and financial performance |
| ○ | Expansion of new business opportunities and partnerships |
| ○ | Corporate governance and stakeholder engagement |
| ○ | Any other responsibilities as may be assigned by the Board |
| 6. | Other Terms & Conditions: |
| --- | --- |
| ○ | You shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate the Company’s interest, or the interest or relationship between the Company and its clients, suppliers, service providers and any related parties via the connection of the Company. |
| --- | --- |
| ○ | You may resign from your employment by giving to the Company three (3) months’ notice in writing, provided that you shall continue be liable to the Company for any obligations incurred prior to such cessation. |
CapForce International Holdings Ltd
(LL20994)
Except as expressly amended or stated in this Promotion Letter, all other terms and conditions of your existing employment agreement shall remain unchanged and in full force and effect.
We trust that you will continue to demonstrate the highest standards of professionalism and leadership in your new role. Please signify your acceptance of this promotion by signing and returning the duplicate copy of this letter.
We congratulate you on this well-deserved promotion and look forward to your continued contributions to the Company.
Yours faithfully,
For and on behalf of CapForce International Holdings Ltd
Director
Acknowledgement and Acceptance Form
I, Christian-Laurent Benoit Bonte hereby confirm my acceptance of this Letter of Offer as your Chief Executive Officer by acknowledging receipt of this Letter of Offer. I hereby declare that I have fully understood the content herein and agreed to be bound by the said content.
| Name: | Christian-Laurent Benoit Bonte | Signature: |
|---|---|---|
| I/D No.: | ||
| Date: | 1st December 2025 | /s/ Christian-Laurent Benoit Bonte |