(Mark one)☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______. CAPFORCE INC.(Exact name of registrant as specified in its charter) Delaware06-1614015(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) (240) 813-1260(Registrant’s telephone number, including area code) Securities registered or to be registered pursuant to Section12(b) of the Act: Securities registered or to be registered pursuant to Section12(g) of the Act: None. Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YES☐NO☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule12b-2 of the Act). YES☐NO☒ The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June30, 2025, was $11.6 million(based upon the last reported sale price of $4.78 per share on June 30, 2025), on the OTC Market. As of May 22, 2026, 12,178,278 shares of common stock of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE CAPFORCE INC. ANNUAL REPORT ON FORM 10-K For the Year Ended December31, 2025TABLE OF CONTENTSPagePART IItem 1.Business1Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments20Item 1C.Cybersecurity21Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures22PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities23Item 6.[Reserved]23Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A.Quantitative and Qualitative Disclosures About Market Risk31Item 8.Financial Statements and Supplementary Data31Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure31Item 9A.Controls and Procedures31Item 9B.Other Information32Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections32PART IIIItem 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation39Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43Item 13.Certain Relationships and Related Person Transactions, and Director Independence52Item 14.Principal Accounting Fees and Services54PART IVItem 15.Exhibits and Financial Statement Schedules55Item 16.Form 10-K Summary63Signatures64Consolidated Financial StatementsF-1i INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K for the year ended December31, 2025 (the “Annual Report”) conta