BFNH 10-K & 10-Q changes, risk factors and insider trading
Bioforce Nanosciences Holdings, Inc. · OTC · Laboratory Analytical Instruments · CIK 1310488 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the year ended December 31, 2025, net cash used in operations of $65,150 was the result of a net loss of $1,291,951, from a loss on liability settlement of $802,000, a decrease in accounts payable and accrued expenses of $3,000 and from a decrease in accrued board of directors compensation of $421,801.”see in full comparison
“For the year ended December 31, 2023, net cash used in operations of $46,702 was the result of a net loss of $471,953, from accounts payable and accrued expenses of $2,251 and from accrued board of directors compensation of $423,000.”see in full comparison
As of December 31,see in full comparison2024,2025, our assets totaled$862$786 in cash. TheCompany’sCompany's total liabilities were$2,302,454$619,329 which consisted of accounts payable and accrued expenses, accrued board ofdirectorsdirectors’ compensation andandamounts due to related parties. As of December 31,2024,2025, the Company had an accumulated deficit of$161,120,166$162,412,117 and working capital deficitdeficitof$2,301,592.$618,543.
Net loss for the years ended December 31,see in full comparison20242025 and20232024 were$490,437$1,291,951 and$471,953 ,$490,437, respectively. The increase in loss was due toincreaseslossinonGeneralliabilityandsettlementAdministrativeofpaid expenses.$801,193.
Total Expense for the year ending December 31,see in full comparison20242025 was$490,437$489,951 compared to$471,953$490,437 for year ending December 31,2023,2024, theincreasedecrease was fromhigherlower General andAdminstrativeAdministrative fees in2024.2025.
General and Administrative expenses for the year ended December 31,see in full comparison20242025 totaled$67,437$66,951 compared to$48,953$67,437 for December 31,2023,2024, primarily due toincreasesdecrease in professional service fees.
Full comparison: every changed paragraph (6)
General and Administrative expenses for the year ended December 31,
20242025 totaled $67,437$66,951 compared to $48,953$67,437 for December 31, 2023,2024, primarily due to increasesdecrease in professional service fees.
Total Expense for the year ending December 31, 20242025 was $490,437$489,951 compared
to $471,953$490,437 for year ending December 31, 2023,2024, the increasedecrease was from higherlower General and AdminstrativeAdministrative fees in 2024.2025.
Net loss for the years ended December 31, 20242025 and 20232024 were $490,437$1,291,951
and $471,953 ,$490,437, respectively. The increase in loss was due to increasesloss inon Generalliability andsettlement Administrativeof paid expenses.$801,193.
As of December 31, 2024,2025, our assets totaled $862$786 in cash. The Company’sCompany's
total liabilities were $2,302,454$619,329 which consisted of accounts payable and accrued expenses, accrued board of directorsdirectors’ compensation
and and
amounts due to related parties. As of December 31, 2024,2025, the Company had an accumulated deficit of $161,120,166$162,412,117 and working capital
deficit deficit
of $2,301,592.$618,543.
For the year ended December 31, 2025, net cash used in operations of $65,150 was the result of a net loss of $1,291,951, from a loss on liability settlement of $802,000, a decrease in accounts payable and accrued expenses of $3,000 and from a decrease in accrued board of directors compensation of $421,801.
For the year ended December 31, 2023, net cash used in operations of
$46,702 was the result of a net loss of $471,953, from accounts payable and accrued expenses of $2,251 and from accrued board of directors
compensation of $423,000.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Wholly-owned Subsidiary”
New heading “Business Advisory Committee Abolished”
New heading “Advisory Board Established and Appointments”
New heading “Advisory Board Biographies”
New heading “Stuart Yarbrough”
New heading “General Counsel”
New heading “Election of Directors”
New heading “Scott Mager - Director”
New heading “Officer Appointment”
New heading “Six Months – June 30, 2026 and 2025 - Unaudited Statements”
New heading “Net Income (Loss):”
Largest changes
Full comparison: every changed paragraph (73)
April 15, 2026, Merle Ferguson (“Seller”), a current Director of the Company sold 26,700,000 shares of his common stock in the Company to Nexus Capital Investments, Inc., a Wyoming Corporation (“Purchaser”). This represented Mr. Ferguson’s controlling stock interest in the Company, equaling 79.65% of the outstanding common stock of the Company. Nexus Capital Investments, Inc. paid $400,000 to the Seller from its corporate funds; no loans were involved in this transaction.
Noteworthy, BioForce entered into the supplement business in or about 2015. These supplements, powders and beverages offer vitamins and minerals to complement a healthy intake of protein and carbohydrates for active individuals and participants in sports. Because of the intense competition in the supplement marketplace the Company changed its business model in the oil and gas industry on June 5, 2026.
On June 5, 2026 Bioforce Nanoscience, Inc. ( “Bioforce” or “BFNH”) received an assignment of federal oil and gas leases covering approximately 19,957 acres of land located in the White River Valley, Nye County, Nevada (collectively, the "Nevada Leases") from Natural Minerals Trust, LLC, a Delaware limited liability company , which is controlled by Nexus Capital Investments, Inc., the Company's majority shareholder ("Nexus"). On July 1, 2026, the United States Bureau of Land Management ("BLM") approved the assignments of Eleven (11) leases, giving BFNH oil and gas exploration rights. The leases were assigned to Company for only the cost of the assignement transfer fee application of $120 per claim paid to the BLM.
The eleven (11) claims now leased to BFNH from the BLM are as follows:
1. NVNV106770412
2. NVNV106770413
3. NVNV106770414
4. NVNV106770415
5. NVNV106770416
6. NVNV106770417
7. NVNV106770418
8. NVNV106770419
9. NVNV106770420
10. NVNV106770421
11. NVNV106770422
The Nevada Leases have primary terms ranging from 10 years, with automatic extensions (“held by production”) for so long as oil or gas is produced in paying quantities. If the transfer of the leases is granted, the Company will be obligated to pay the United States federal government a royalty of 12.5% of gross production revenues, in accordance with standard BLM lease terms. However, no proven reserves have been established, and no pilot wells have been drilled. Accordingly, there is no assurance that we will be able to develop productive oil and gas operations from the land covered by the Nevada Leases.
The Company intends to commence development activities on the Nevada Leases, which may include:
-1111-- The Nevada Leases consist of eleven (11) federal oil and gas leases located in the Great Basin and Range in Nye County, Nevada. The Great Basin is a foreland basin and its producing formations are mostly from the Devonian and Mississippian Ages. Chainman Shale Formation is the main source rock (up to 9% TOC – Total Organic Carbon) with good thermal generation windows after depositional episodes that filled White River Valley with multiple structural traps. The leases target prospective hydrocarbon-bearing formations, including but not limited to the Chainman Shale Formation, Pilot Shale, Ely Limestone Formation, Guilmete Dolomite Formation, Simonson Dolomite Formation and Joana Limestone Formation. These formations have demonstrated commercial oil and gas production in analogous wells operated by third parties in the immediate vicinity of the Nevada Leases.
Wholly-owned Subsidiary
BioForce is working on its business model and it is in the process
of establishing a dynamic marketing campaign to achieve brand awareness of its product offerings to drive business growth through sales
of nutrition supplements to retailers, sporting goods retailers, supermarkets, mass merchandisers, and online. BioForce currently markets
its products through social media and telemarketing. The Company plans to expand marketing efforts with a direct marketing and B2B (Business
to Business) sales campaign, with the eventual expectation to expand throughout the entire United States.
The Company proactively seeks to expand its “BioForce Eclipse”
nutritional powder for use into households throughout the U.S., and the Company will approach retail stores, including health food and
sporting goods stores to create a vendor relationship. During this phase, the Company will continue to try to advance its social media
platform with direct online and targeted advertisements to health conscience individuals.
Nutrition retailers, grocery stores, retail pharmacies, and online
stores, like Amazon, will be important channels for the Company’s Eclipse product-lines. In The USA, there are thousands of direct
outlets like grocery stores, pharmacies, hospitals, department stores, medical clinics, surgery clinics, universities, nursing homes,
prisons, and other facilities which are all targets of potential sales of the vitamin and mineral supplemental products.
BioForce Nanosciences Holdings, Inc. sells the BioForce Eclipse powder
multivitamin and mineral supplement without non-compete and non-disclosure agreements. The Company currently private labels the powder
through a manufacturer located in Virginia. The Company has a Supplier Agreement with this manufacturer that gives the Company non-exclusion
rights to market the product. The distributor owns the rights to the formula for this product. If the Company can source product
in a more cost-effective way without diminished quality, the Company would evaluate such opportunities when presented. Currently,
the distributor who provides the private label powder provides “Consignment Terms,” which allows us to only pay for the product
when it is sold.
-1010-- The FDA has rules regarding the fitness for consumption of foods as
well as vitamins and supplements sold to the public, and those laws apply to our product. However, our product does not require
pre-clearance like a drug in order to be sold into the marketplace.
The Company in May 2020, formed a wholly-owned subsidiary, Element
Acquisition Corporation, a Wyoming corporation,with unlimited common shares authorized, par value $0.001. Element Acquisition Corporation
was formed to pursue potential acquisitions in the media, entertainment, media technology and sports sectors.
On December 14, 2021, the Company changed the name of its wholly-owned subsidiary, BioForce Nanosciences Holdings, Inc., a Wyoming corporation, to its new name, Element Global, Inc. The Company is determining if the wholly-owned subsidiary name should be changed back to BioForce Nanosciences Holdings, Inc, and perhaps move forward with redomicile action as mentioned above.
June 02, 2021, Bioforce Nanosciences Holdings,
Inc. entered into another
a Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplates contemplated
a proposed transaction between
the entities that provideswould have provided for BFNH to acquire all of the assets controlled by ELGL. The closing of the transaction is subject to due
diligence and the execution of a definitive agreement. As of the
date of this filingfiling, this June 02, 2021 MOU with ELGL has expired, and the MOUmanagement isof stillboth active.companies have yet to decided if they will
enter into a new MOU.
Resignations
On June 17, 2026, the Company’s Board of Directors received resignation letters from Mr. Steven Gagnon and Mr. John LaViolette as BioForce Nanosciences Holdings, Inc.’s Co-Chief Executive Officers (CEOs), and from Sasha Shapiro the Company’s Vice-President. The Board accepted their resignations and they resigned with no conflicts of interest between the Company and the departing officers. The Board accepted their resignations.
Business Advisory Committee Abolished
Mark Greenberg, Neil Davis and Stephen Scheffer are no longer part of the Company's Business Advisory Committee; the Company abolished this committee.
Advisory Board Established and Appointments
On May 19, 2026, the Company established an "Advisory Board." Subsequently, the Board offered two people advisory board positions, Mr. Stuart Yarbrough and Mr. Edward Mathias, who then accepted their “Advisory Board” positions with the Company. The Company will issue 1,500,000 Rule 144 restricted shares to each of them for these advisory position based on the closing price of the Company shares on May 19, 2026, $0.55 per share. The position is a three (3)- year term ending May 19, 2029, with no additional compensation except as stated above. As of the date of this filing shares have yet to be issued. (See Exhibits 10.1 and Exhibit 10.2)
Advisory Board Biographies
Stuart Yarbrough
Stuart J. Yarbrough is currently an active private investor whose professional experience includes over 20 years in public accounting, primarily with Ernst & Young and BDO Seidman. He then served as the chief executive partner of 3Point Capital Partners, a company he co-founded, which provided investment banking services and venture debt financing to growth companies, closing merger and sell transactions with total value in excess of $2.5 Billion. As an “audit committee financial expert,” Mr. Yarbrough has served on over 20 corporate private and public boards as well as typically served as chair of the audit and risk committees of such companies. With his public accounting experiences, his investment banking experiences and his board and audit and risk committee experiences, he brings significant experiences relative to such related matters. Mr. Yarbrough has a bachelor’s degree in management sciences-accounting from Duke University and is a CPA. Mr. Yarbrough attended Duke University on a basketball scholarship and was named to the Atlantic Coast Conference Honor Roll for achieving outstanding academic and athletic achievement.
Edward Mathias
Edward J. Mathias is currently a senior advisor to The Carlyle Group, a global alternative asset management firm. He was instrumental in the formation of The Carlyle Group and assisted in raising the firm’s initial capital; eventually joining the firm full-time in 1992. He has held various investment roles in the firm and served as a member of the firm’s Board of Directors when it went public. Prior to this, Mr. Mathias was a long-time member of the Management Committee and Board of Directors at T. Rowe Price Associates, Inc., a major investment management organization, having spent over 20 years at the firm. Mr. Mathias is an active investor in and advisor to several investment firms as well as private equity funds and venture/growth companies. To these roles, he brings significant experience in both the public and private markets. Mr. Mathias holds an M.B.A. from the Harvard Business School and an undergraduate degree from the University of Pennsylvania where he currently serves as a Trustee Emeritus. Upon college graduation, he served 5 years as a Supply Corps Office in the US Navy.
General Counsel
On May 19, 2026, the Board appointed Mr. Scott Mager, Attorney-at-Law, from Ft. Lauderdale, Florida, to be the Company's General Counsel. Mr. Magar’s General Counsel contract is for 3- years with terms and conditions, and is to be paid 1,000,000 (one million shares) of restricted stock pursuant to Rule 144, based on the closing price of the Company shares on May 19, 2026, $0.55 per share. As of the date of this filing shares have yet to be issued. (See Exhibit 10.3).
Election of Directors
Effective June 15, 2026, the Board of Directors appointed Scott Mager, the Company's General Counsel, as a Director of the Company.
There are no arrangements or understandings between the newly appointed director and any other person pursuant to which Mr. Mager was selected as a director. There are no related party transactions between the Company and the newly appointed director that would require disclosure under Item 404(a) of Regulation S-K.
Biography
Scott Mager - Director
Scott Mager graduated from University of Florida in 1984 and Nova Southeastern Law School in 1988. Mr. Mager brings a wealth of legal, regulatory, and strategic expertise to the Board, serving as a renowned corporate attorney and seasoned trial lawyer licensed across multiple states and the United States Supreme Court. Recognized globally for his professional excellence, he has been named National Litigator of the Year by a prominent multi-billion-dollar corporate conglomerate and holds the highest peer-reviewed rating for both ethical standards and professional ability from the world's leading attorney rating organization. A prolific thought leader, Mr. Mager, has over 150 published articles and lectures on complex legal and business issues. Beyond his legal practice, he has partnered across a variety of successful business and entrepreneurial endeavors, offering vital governance and strategic oversight. A Life Member of the Multi-Million Dollar Advocates Forum, Mr. Mager is also deeply committed to civic leadership, notably receiving the NFL Community Quarterback Award for extraordinary philanthropic service.
Officer Appointment
On June 17, 2026, the Company’s Board of Directors appointed Richard Kaiser as the Company’s interim Chief Executive Officer (CEO). Mr. Kaiser has been an officer and director of the Company since July 1, 2013. He currently maintains roles as the Company’s Chief Financial Officer, Secretary, and Director. As of the date of this filing, Mr. Kaiser as yet to enter into a compensation agreement with the Company as Interim CEO.
Three Months – Three Months Ended MarchJune 31,30,, 2026 and 2025
- Unaudited Statements
The Sales Revenue from the Company’s BioForcesales Eclipse vitamin
supplementsrevenue for each of
the three months ended June 30, 2026 and 2025 $-0-. During the three months ended MarchJune 31,30, 2026 and for the three months ended March 31, 2025 were $-0- and $-0-, respectively. During
the three months ended March 31, 2026 and 20252025, the Company received
no orders, -0- units of its Bioforce Eclipse supplement product.product and has had no oil/gas production.
The Cost of Goods Sold for each of the three months
ended MarchJune 31,30, 2026 and
2025 was $-0- .
Gross Margins for each of the three months ended
June March 31,30, 2026 and 2025 was
0% from the sale of -0- units of the BioForce Eclipse supplement product.product and no oil/gas production revenues.
Gross Profit for each of the three months ended
June March 31,30, 2026 and 2025 was
$-0- .
Operating expenses for three months ended March 31,June
30, 2026 totaled $117,733
$262,330 from Board of DirectorDirectors compensation and General and Administrative Expenses, compared to $133,455$122,781 for the three
months ended MarchJune 31,
30, 2025. ThisThe decreaseincrease in MarchJune 31,30, 2026 compared to the same period ended MarchJune 31,30, 2025 was attributed to lowerhigher Board
of Directors compensation and from higher General and Administrative
Expenses.
Six Months – June 30, 2026 and 2025 - Unaudited Statements
Net Loss:
NetThe lossCompany’s sales revenue for each of
the threesix months ended MarchJune 31,30, 2026 and 2025 werewas $102,411
and $934,650, respectively.$-0. During the periodsix endingmonths Marchended 31,June 2026,30, 2026 and 2025, the Company recorededreceived
no Otherorders, Income-0- from a legal settlement in the
amountunits of $15,322.its Bioforce Eclipse supplement product and has had no oil/gas production.
The Cost of Sales for each of the six months ended June 30, 2026 and 2025 were $-0-.
Gross Margins for each of the six months ended June 30, 2025 and 2024 were 0% from the sale of -0- units of the BioForce Eclipse supplement product and no oil/gas production revenues.
Gross Profit for each of the six months ended June 30, 2026 and 2025 were $-0-.
BFNH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 26,700,000 shares, about $534.0K). Net open-market shares: -26,700,000 (purchases minus sales); net value about -$534.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-31 | Kaiser Richard Kaiser |
Grant/award | 316,909 | $0.55 | $174.3K |
| 2026-08-20 | Kaiser Richard Kaiser |
Other | 38,462 | $0.65 | $25.0K |
| 2026-04-22 | Ferguson Merle |
Open-market sale | 26,700,000 | $0.02 | $534.0K |
| 2026-04-20 | Ferguson Merle |
Gift | 20,580,000 | $0.01 | $205.8K |
| 2026-04-20 | Ferguson Merle |
Gift | 4,132,000 | — | — |
| 2026-04-20 | Kaiser Richard Kaiser |
Gift | 4,132,000 | — | — |
Well-known investors holding BFNH (13F)
None of the 59 investors we track reported a position in their latest 13F.