OpGen (OTC: OPGN) acquires iCapX in $12.3M share deal from AEI Capital

Rhea-AI Filing Summary

OpGen, Inc. reported that it acquired Sun Investment Enterprises Limited, a British Virgin Islands holding company that owns Malaysian fintech iCapX Sdn. Bhd., on December 1, 2025. iCapX operates a cap table management platform and provides related corporate advisory services.

OpGen agreed to pay a purchase price of $12,278,703.08, to be satisfied through the issuance of 2,028,867 shares of its common stock at $6.052 per share to AEI Capital Ltd., its controlling stockholder and the seller. As a result of the transaction, iCapX became an indirect, wholly owned subsidiary of OpGen.

After the acquisition closed, iCapX completed advisory services for a privately held client, earning an advisory fee of $80,000 plus common stock equal to 1.4% of the client’s outstanding equity, which OpGen estimates to be worth approximately $14 million. The share sale agreement includes customary representations, warranties and covenants, and OpGen notes that actual value received from the client may differ from its estimates.

Insights

Equity analyst

OpGen adds a fintech subsidiary via a stock-funded, related-party deal.

OpGen is acquiring Sun Investment Enterprises Limited, and with it iCapX, for $12,278,703.08, paying entirely in equity via 2,028,867 common shares priced at $6.052 per share. The seller, AEI Capital Ltd., is also OpGen’s controlling stockholder, making this a related-party transaction governed by a detailed share sale agreement with customary representations, warranties and covenants.

iCapX provides cap table management and corporate advisory services, and immediately after closing it completed work for a private client that generated $80,000 in cash fees plus client stock equal to 1.4% of that company’s equity, which OpGen estimates at about $14 million. That estimated value highlights potential upside from the advisory relationship, though OpGen explicitly cautions that actual value received may differ. Subsequent disclosures in company filings will show how these advisory assets are recognized and contribute to future financial results.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

December 1, 2025
Date of Report (date of earliest event reported)

OPGEN, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-37367		06-1614015
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

23219 Stringtown Road, Suite 300
Clarksburg, 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 Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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 1.01. Entry into a Material Definitive Agreement.

On December 1, 2025, OpGen, Inc. (the “Company”) entered into a Share Sale Agreement (the “Purchase Agreement”) with AEI Capital Ltd., a company incorporated under the laws of the British Virgin Islands and the controlling stockholder of the Company (the “Seller”), pursuant to which the Seller agreed to sell all of the issued and outstanding ordinary shares (the “Shares”) of Sun Investment Enterprises Limited, a company incorporated under the laws of the British Virgin Islands (the “Holding Company”). The Holding Company is the owner of all of the equity interests of iCapX Sdn. Bhd., a private company limited by shares incorporated under the laws of Malaysia providing cap table management fintech platform services to customers (“iCapX”). The purchase price for the Shares was $12,278,703.08. The Company will pay the purchase price through the issuance of 2,028,867 shares of common stock at a price of $6.052 per share, which shares are expected to be issued to the Seller on or about January 20, 2026. The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the schedules attached thereto, a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 1, 2025, the Company completed the acquisition of the Shares of the Holding Company as disclosed in Item 1.01 above. The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.

As a result of the Company’s acquisition of the Shares of the Holding Company, iCapX became an indirect, wholly-owned subsidiary of the Company. iCapX operates a cap table management fintech platform and provides related corporate advisory services to its clientele, including an agreement with a privately held company (the “Client”). Subsequent to the completion of the acquisition of the Shares of the Holding Company on December 1, 2025, the corporate advisory services for such Client were completed, which satisfied the performance obligations for receipt of an advisory fee consisting of $80,000 plus shares of the common stock of the Client representing 1.4% of the outstanding equity of such Client, which the Company estimates to be valued at approximately $14 million.

The Seller is the Company’s controlling stockholder as well as the owner of 100% of the issued and outstanding capital stock of the Holding Company. In determining the purchase price for the Shares, the parties performed a peer group comparison and supplemented the analysis with value-added considerations to incorporate company-specific attributes and differentiation factors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Share Sale Agreement, dated December 1, 2025, by and between OpGen, Inc. and AEI Capital, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to qualify for the safe harbor from liability established thereunder. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company’s control, and which may cause results to differ materially from expectations, including the risk that the value received from the Client will differ from the Company’s estimates. In addition, for a further discussion of factors that could materially affect the outcome of the Company’s forward-looking statements and its future results and financial condition, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its other reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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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: January 16, 2026	OpGen, Inc.
	By:	/s/ Christian-Laurent Benoit Bonte
		Name:	Christian-Laurent Benoit Bonte
		Title:	Chief Executive Officer

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FAQ

What acquisition did OpGen (OPGN) announce in this 8-K filing?

OpGen announced it acquired all issued and outstanding shares of Sun Investment Enterprises Limited, a British Virgin Islands holding company that owns Malaysian fintech iCapX Sdn. Bhd., making iCapX an indirect, wholly owned subsidiary.

How much is OpGen paying for the iCapX holding company and in what form?

OpGen agreed to a purchase price of $12,278,703.08, to be paid by issuing 2,028,867 shares of its common stock at $6.052 per share to AEI Capital Ltd.

Who is the seller in OpGen’s acquisition of the iCapX holding company?

The seller is AEI Capital Ltd., a company incorporated in the British Virgin Islands that is both OpGen’s controlling stockholder and the sole owner of the Sun Investment Enterprises Limited holding company.

What business does iCapX conduct for OpGen after the acquisition?

iCapX operates a cap table management fintech platform and provides related corporate advisory services to its clients, including a privately held company referenced in the filing.

What advisory fee did iCapX earn from its private client after the transaction?

After the acquisition closed, iCapX completed advisory services for a private client and earned a fee of $80,000 plus common stock of the client equal to 1.4% of its outstanding equity, which OpGen estimates to be worth about $14 million.

Why is OpGen’s acquisition of iCapX considered a related-party transaction?

The deal is a related-party transaction because AEI Capital Ltd., the seller of the holding company, is also OpGen’s controlling stockholder and owned 100% of the holding company being acquired.

Does the agreement for OpGen’s acquisition of iCapX include any special terms?

The share sale agreement includes customary representations, warranties and covenants from both parties, with certain exceptions and qualifications described in the agreement filed as an exhibit.