CapForce (OPGN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for February 23, 2026, and will be held virtually, allowing shareholders to vote online or by proxy.

• Seven key proposals will be presented, including director elections, a new equity incentive plan, warrant exercise approval, share sale ratification, a company name change, a say-on-pay vote, and auditor ratification.

• The board recommends voting in favor of all proposals and has set January 5, 2026, as the record date for voting eligibility.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving the 2026 Equity Incentive Plan, authorizing the issuance of up to 889,274 shares upon warrant exercise, ratifying the sale of 7,200,000 shares to AEI Capital Ltd., changing the company name to CapForce Inc., an advisory say-on-pay vote, and ratifying Beckles & Co., Inc. as the independent auditor.

• Each proposal has specific voting requirements, with most requiring a majority of votes cast, except director elections, which are by plurality.

• The board is not aware of any other business to be presented at the meeting.

Board of directors and corporate governance

• The board consists of five members, with two classified as independent under Nasdaq rules.

• The board has audit and compensation committees, but no nominating committee; governance responsibilities are handled by the full board.

• The company operates as a controlled company and may rely on exemptions from certain Nasdaq independence requirements.

• The board emphasizes diversity and regularly reviews its composition and leadership structure.