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BHIC 10-K & 10-Q changes, risk factors and insider trading

BioScience Health Innovations, Inc. · OTC · Services-Computer Processing & Data Preparation · CIK 1784440 · All filings on SEC.gov

Everything below is quoted or computed from BioScience Health Innovations, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

1 / 1risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-30 (period ending 2025-12-31) with 10-K filed 2025-03-13 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

1new paragraphs
1removed paragraphs
0reworded paragraphs
2,092 → 1,943words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text
“Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price. Further, Rule 144 will not be available since we are a “shell” company, unless we become a mandatory filer and 12 months passes from the filing of what is called “Form 10” information. …”
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New text
“Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price.”
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Full comparison: every changed paragraph (2)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price.

Removed

Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price. Further, Rule 144 will not be available since we are a “shell” company, unless we become a mandatory filer and 12 months passes from the filing of what is called “Form 10” information. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our common stock to decline, which could reduce the value of the shares held by our other shareholders. Further, the Term Sheet envisions that following of the closing we must file a Registration Statement on Form S-1 to register the common stock issuable upon conversion of the preferred stock issued to the investors in conjunction with the closing. While the number of shares may not be large, the filing of a Registration Statement often results in a drop in the price of a company’s common stock.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

71new paragraphs
53removed paragraphs
1reworded paragraphs
3,323 → 4,111words in section

New heading “Fiscal Year 2025 Performance”

New heading “Infrastructure and Systems Investments”

New heading “Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024”

New heading “Operational Expansion — New Facilities”

New heading “Q1 2026 — Preparation to Scale”

New heading “Three Core Growth and Value Drivers”

New heading “1. Testosterone and Hormonal Optimization”

New heading “2. NAD+ and Cellular Health”

New heading “3. Platform Licensing and Peptide Delivery”

New heading “The Living Chip — Education and Market Development”

New heading “Pharmacy Partnerships for Controlled Scaling”

New heading “Medical Advisory and Market Opportunity Identification”

New heading “Separation from Ageless Holdings, LLC”

New heading “Amazon Distribution Pivot”

New heading ““We are excited for what Rebelution and Growvana can help us accomplish through their Amazon prowess and AI-driven technology. They are the option we have been looking for on the Amazon front, and gaining traction and education on the numerous innovations we have and are releasing. Our breakthroughs in NAD optimization and total cellular health—powered by MODS Max—have opened up what we call affordable ground-zero natural health and wellness, and this partnership gives us the infrastructure to bring those innovations to millions of consumers who deserve access to real science-backed solutions.””

New heading “— Darren Lopez, CEO, Best 365 Labs / BioScience Health Innovations (OTC: BHIC)”

New heading “Testosterone Market Disruption”

New heading “NAD Approach Validation and Market Opportunity”

New heading “Intellectual Property”

New heading “Peptide Reclassification”

New heading “GLP-1 Oral Delivery”

Removed heading “Results Of Operations”

Removed heading “Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023”

Removed heading “Our Sales Plan and Channels”

Removed heading “Our Pharmaceutical Grade Methylene Blue Products (Patent Pending)”

Removed heading “Active Daily Health Defense “ADHD” 365”

Removed heading “Brain Fog Support”

Removed heading “Our Immune and General Health Products”

Removed heading “Be-OnGuard Nasal Spray”

Removed heading “Be-OnGuard Mouth Spray”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
““We are excited for what Rebelution and Growvana can help us accomplish through their Amazon prowess and AI-driven technology. They are the option we have been looking for on the Amazon front, and gaining traction and education on the numerous innovations we have and are releasing. Our breakthroughs in NAD optimization and total cellular health—powered by MODS Max—have opened up what we call affordable ground-zero natural health and wellness, and this partnership gives us the infrastructure to bring those innovations to millions of consumers who deserve access to real science-backed solutions. …”
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Removed text topics: going concern
“The Company is engaged in full-scale operations as a distributor and generates sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Additionally, our business is subject to risks inherent in marketing products in a competitive market as we continue to sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Management intends to raise additional funds by way of a private or public offering. …”
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New text topics: securities and exchange commission, regulation
“The Company is pursuing a multi-phase capital strategy to support growth and prepare for a major exchange uplist. The Company is currently in the process of raising $1.5 million through a Regulation A (Reg A) offering filed with the Securities and Exchange Commission. Following the completion of the Reg A offering, the Company plans to pursue a major exchange uplist and raise an additional $5 million to $7.5 million in connection with the uplist to fund accelerated growth, expanded operations, and strategic initiatives. …”
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New text topics: fine, labor
“Management has been actively working with the Company’s medical advisors to identify and refine market opportunities and specific areas where the Company’s MODS Max process and formulation portfolio can create meaningful disruption. …”
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Removed text topics: going concern
“As reflected in the consolidated financial statements, the Company has generated revenues resulting in a net income during the year ended December 31, 2024. However, in the past the Company has reported losses and cash used in operating activities, thus resulting in an accumulated deficit of $341,084 as of December 31, 2024. Additionally, over time the Company has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. …”
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Removed text topics: going concern
“The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.”
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Full comparison: every changed paragraph (125)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a health and wellness innovation company focused on mitochondrial health science, advanced peptide delivery, and metabolic care. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels in the health and wellness market. The Company’s mission is to help people live healthier, longer, and more vital lives through cellular optimization—what we describe as “affordable ground-zero natural health and wellness.”

Added

The Company’s core technology—the MODS Max™ (Mineral Oxide Delivery System) process—is a patent-pending delivery system that enhances the bioavailability of nutritional supplements, peptides, and bioactive compounds by directing the user on the order and frequency to take the Company’s products to obtain the best result. Unlike conventional oral supplements that deliver 10–20% of their active ingredients, the MODS Max process achieves higher bioavailability by transiently opening tight junctions in mucosal membranes through controlled, microdose reactive oxygen species (ROS). The process is compatible with sublingual, oral, nasal, and topical delivery formats.

Added

Fiscal Year 2025 Performance

Added

At the completion of fiscal year 2025, the Company grew revenue strategically year over year, was once again profitable, and is positioned to scale further. Revenue for fiscal year 2025 was $5,688,717, representing a 208% increase over fiscal year 2024 revenue of $1,844,966. Net income for fiscal year 2025 was $642,090, a significant improvement over fiscal year 2024 net income of $87,000, with net margins expanding from 4.7% to 11.3%.

Added

This growth was achieved by the Company expanding their revenue channels, including the direct-to-consumer channels and expansion of wholesale relationships, introducing several new products to the market, introducing the MODS Max process to customers and consumers, and focusing on marketing to grow demand for the Company’s differentiated product portfolio.

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Infrastructure and Systems Investments

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During the final two quarters of fiscal year 2025, the Company made significant investments of time and resources to upgrade its operational infrastructure in preparation for anticipated growth and the demands of operating as a public company on a major exchange.

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The Company upgraded its consumer-facing website platforms to improve the direct-to-consumer shopping experience, enhance product education content, and support higher traffic volumes as the Company scales its marketing and distribution efforts. These improvements are designed to increase conversion rates, support new product launches, and provide a more professional digital presence aligned with the Company’s uplist objectives.

Added

In addition, the Company migrated its accounting and financial reporting system to Oracle NetSuite, an enterprise-grade cloud-based ERP platform. The transition to NetSuite provides the Company with more robust financial controls, real-time reporting capabilities, and the scalability required to support multi-channel revenue operations. Management plans to begin implementing NetSuite’s integrated artificial intelligence tools during 2026, which are expected to enhance forecasting accuracy, automate routine financial processes, and provide data-driven insights to support strategic decision-making as the Company scales.

Removed

As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in the marketplace through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting includes: Dementia and Alzheimer’s disease, ADHD and ADD, Long Covid, General Energy, Traumatic Brain Injury, Mild Cognitive Decline, GLP-1 Weight Loss, Sleep Improvement, Epilepsy and Seizure Reduction and Nasal Health and Allergy.

Removed

A trend that we believe is very beneficial and encouraging is the recent growing interest in mitochondria health and the role that mitochondria dysfunction plays in mental health and physical health issues. Methylene Blue and specialty natural options has emerged as valuable foundational health options on these fronts. We believe we are very well positioned and with adequate capital infusion we will be able to capitalize on multiple market opportunities.

Removed

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Reworded

Plan ofResults OperationOf Operations

Added

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Added

Our net income for the year ended December 31, 2025 was $642,090, compared to a net income of $87,000 during the year ended December 31, 2024. The Company has generated revenue of $5,688,717 and $1,844,966 with COGS of $2,448,000 and $536,078 during the year ended December 31, 2025 and 2024, respectively. The increase in revenue and COGS is due to overall Company growth. This growth was driven by increased product adoption across multiple sales channels, expanded wholesale partnerships, and continued growth in direct-to-consumer website sales. General and administrative expenses incurred were $2,206,495, during the year ended December 31, 2025, compared to $1,146,410 during the year ended December 31, 2024, and consulting expense of $315,171 and $75,478 was incurred during the year ended December 31, 2025 and 2024, respectively. Increases in costs were due to overall growth and increases in operational activity, including an increase in the Company’s research and development activities to expand product offerings, additional marketing activities to promote products and broaden sales channels, and an increase in employee count to support the growth in revenue and inventory activity during the year.

Added

As of December 31, 2025, our total assets were $1,707,181, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, right-of-use assets, deposits, and intangible assets.

Added

For the year ended December 31, 2025, net cash flows provided by operating activities was $172,178, consisting of our net income of $642,090 offset by changes in operating activities of $469,912. For the year ended December 31, 2024, net cash flows used in operating activities was $23,188, consisting of our net income of $87,000 less net changes in operating activities of $63,812.

Added

For the year ended December 31, 2025, $56,850 was used to purchase an intangible asset compared to $26,037 used to purchase an intangible asset for the year ended December 31, 2024.

Added

For the year ended December 31, 2025 net cash flows used by financing activities was $115,920, consisting of advances from related parties of $3,046,080, offset by repayments to related parties of $3,162,000. For the year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting of advances from related parties of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720

Added

The Company is pursuing a multi-phase capital strategy to support growth and prepare for a major exchange uplist. The Company is currently in the process of raising $1.5 million through a Regulation A (Reg A) offering filed with the Securities and Exchange Commission. Following the completion of the Reg A offering, the Company plans to pursue a major exchange uplist and raise an additional $5 million to $7.5 million in connection with the uplist to fund accelerated growth, expanded operations, and strategic initiatives. Management is evaluating a reverse stock split to streamline share structure for exchange compliance.

Added

Operational Expansion — New Facilities

Added

During the fourth quarter of 2025, the Company secured new office and shipping space at 14857 South Concord Park Drive, Bluffdale, Utah 84065. The Company prepaid rent for a 15-month term at this location, reflecting management’s confidence in the Company’s growth trajectory and its commitment to building the operational infrastructure necessary to support anticipated scaling activity across product lines. The new facility consolidates the Company’s administrative, fulfillment, and logistics operations into a single location designed to support higher order volumes, expanded inventory management, and improved shipping efficiency.

Added

Q1 2026 — Preparation to Scale

Added

During the first quarter of 2026, the Company has dedicated significant resources to preparing and solidifying its operations to scale, with particular emphasis on the MODS Max process, testosterone optimization products, and the continued buildout of the Company’s nutrition business.

Added

On the testosterone front, management has been advancing formulation refinements, clinical documentation, and go-to-market strategies for NHTO/TPrime365 in preparation for broader commercialization. The nutrition segment—anchored by the MODS Max delivery process—has continued to grow through expanded product offerings and strengthened wholesale and direct-to-consumer relationships.

Added

Management views Q1 2026 as a foundational quarter focused on building the systems, partnerships, and operational capacity required to accelerate growth across all three of the Company’s core value drivers in the second half of 2026 and beyond.

Added

Three Core Growth and Value Drivers

Added

Management has identified three core growth and value drivers for the Company, with the MODS Max™ delivery process serving as the enabling technology that is crucial to all three:

Added

1. Testosterone and Hormonal Optimization

Added

The Company’s NHTO/TPrime365 product represents a proprietary, non-injectable approach to testosterone optimization delivered via the MODS Max sublingual process. Clinical observations have demonstrated up to a 600% increase in total testosterone within 2–4 weeks. Without the MODS Max process’s ability to achieve 60–90% bioavailability through transient tight junction opening, this multi-compound sublingual formulation would not be commercially viable. The global testosterone replacement therapy market is valued at $2.13 billion in 2026, with the broader testosterone and supplements market approaching $4 billion.

Added

2. NAD+ and Cellular Health

Added

The Company’s validated, patent-pending NAD restoration approach depends entirely on the MODS Max delivery system to achieve bioavailability levels that conventional oral NAD supplements cannot match. The global NAD+ supplement market is valued at approximately $876 million in 2025, projected to reach $1.58 billion by 2035, while the broader NAD+ enhancer market (including therapeutics) is estimated at $5.59 billion, projected to reach $11.65 billion by 2030. For context, Niagen Bioscience (NAGE, formerly ChromaDex)—a single-molecule NAD+ company with approximately 90 patents focused solely on NAD+—carries a market capitalization of approximately $390–$812 million. Best 365 Labs has NAD+ formulations plus 29 additional formulations and a broader delivery process.

Added

3. Platform Licensing and Peptide Delivery

Added

The MODS Max process itself—independent of any single product—represents a valuable drug delivery technology asset with significant licensing potential. The process’s ability to convert injection-only compounds (including GLP-1 therapeutics, peptides, and bioactive compounds) into oral and sublingual delivery formats positions it as a licensing candidate for pharmaceutical companies, compounding pharmacies, and supplement manufacturers.

Added

Comparable transactions demonstrate the value of platform delivery technologies in the current market:

Added

Based on these comparables and the breadth of the Company’s 30-formulation portfolio spanning four therapeutic categories, management’s internal valuation analysis estimates the MODS Max patent portfolio value at $50 million to $1 billion or more across three scenarios: (i) a base case treating the Company as a nutraceutical company with proprietary formulations ($50M–$150M); (ii) a platform licensing scenario valuing MODS Max as a drug delivery technology ($150M–$500M); and (iii) a full-platform scenario incorporating GLP-1 commercialization and multiple licensing partnerships ($500M–$1B+).

Added

MODS Max is the common thread across all three value drivers. Without it, the Company’s testosterone formulations lack the bioavailability needed for sublingual delivery, the NAD approach loses its competitive differentiation, and the platform licensing opportunity does not exist. Management believes this integrated platform model—one core technology enabling multiple high-value verticals—is the Company’s primary competitive advantage and the foundation for long-term stakeholder value creation.

Added

The Living Chip — Education and Market Development

Added

The Company, in collaboration with its medical director, Steve Warren, is preparing to release a book titled “The Living Chip.” The publication is intended to educate consumers, healthcare practitioners, and the broader market on the Company’s “ground-zero” approach to cellular health—the concept that optimizing health at the mitochondrial and cellular level is the foundation for addressing chronic disease, aging, and metabolic dysfunction.

Added

The Living Chip will explain the science behind the MODS Max advanced delivery system and how it enhances the bioavailability of peptides, NAD precursors, testosterone compounds, and other bioactive ingredients that are otherwise poorly absorbed through conventional oral supplementation. Management believes the book will serve as a meaningful market development tool, building consumer awareness and clinical credibility, while supporting the Company’s positioning as a science-driven innovator in the health and wellness industry.

Added

Pharmacy Partnerships for Controlled Scaling

Added

During the first quarter of 2026, management has actively begun evaluating and pursuing key pharmacy partnerships to scale the MODS Max process—and specifically the Company’s testosterone and peptide formulations—in a controlled manner designed to enhance stakeholder value.

Added

Rather than pursuing rapid, undifferentiated distribution, the Company’s strategy is to identify pharmacy partners with established compliance infrastructure, clinical relationships, and compounding capabilities that align with the Company’s quality and regulatory standards. This controlled approach is intended to protect the integrity of the MODS Max brand, maintain pricing discipline, and build sustainable, recurring revenue relationships with high-quality distribution partners.

Added

Management believes that pharmacy partnerships represent a significant near-term revenue opportunity and a key channel for scaling the MODS Max process beyond the Company’s existing direct-to-consumer and wholesale channels.

Added

Medical Advisory and Market Opportunity Identification

Added

Management has been actively working with the Company’s medical advisors to identify and refine market opportunities and specific areas where the Company’s MODS Max process and formulation portfolio can create meaningful disruption. This collaborative effort between management and the Company’s clinical team is focused on evaluating emerging therapeutic categories, assessing unmet consumer needs in the health and wellness space, and prioritizing formulation development and commercialization strategies that align with the Company’s core competencies in advanced delivery, cellular optimization, and metabolic health.

Added

Management believes this disciplined, science-informed approach to market opportunity identification—guided by medical expertise rather than trend-chasing—positions the Company to enter new verticals with differentiated products and defensible competitive advantages.

Added

Separation from Ageless Holdings, LLC

Added

The Company is currently undertaking a formal separation from the related party Ageless Holdings, LLC. Ageless Holdings, LLC is 90% owned by the Company’s Chief Executive Officer, Darren Lopez, and had previously served as the Company’s supply chain and compounding partner. Ageless Holdings, LLC has made arrangements to divest all of its ownership interest in the Company as part of this separation process.

Added

The parties are currently finalizing a settlement agreement, and both the Company and Ageless Holdings, LLC are confident that the terms will be completed on mutually agreeable terms. The settlement is expected to include the transfer of work-in-process (“WIP”) inventory to the Company, along with the issuance of preferred shares to Darren Lopez, the Company’s Chief Executive Officer, in consideration for research and development contributions and over 30 additional proprietary formulations that Best 365 Labs has not yet commercialized. These formulations—spanning peptide delivery, hormonal optimization, longevity protocols, and metabolic health—represent significant future revenue potential and tie directly into the current regulatory environment following the February 2026 announcement by United States Health and Human Services (“HHS”) Secretary Robert F. Kennedy Jr. regarding the reclassification of approximately 14 Category 2 peptides back to Category 1, which would enable 503A/503B compounding of these compounds.

Added

The separation was undertaken to eliminate perceived conflicts of interest, establish arm’s-length business relationships, and position the Company for the heightened corporate governance and transparency standards required for a Reg A offering and major exchange listing.

Added

Amazon Distribution Pivot

Added

In November of 2025 the Company began discussing a termination of convenience with Epic Global, the customer that sells the Company’s products on Amazon, and began negotiating a strategic partnership with Rebelution, a full-service e-commerce agency and operational infrastructure provider powered by Growvana, to lead the Company’s Amazon operations. Rebelution manages more than 2 million ASINs with AI-driven technology that helps brands scale across Amazon, Walmart, and Target.

Added

Under this proposed partnership, Rebelution and Growvana would lead the Company’s Amazon operations, including marketplace strategy, product detail page optimization, brand storefront experiences, and conversion-focused content execution. Growvana’s platform infrastructure drives operational scalability and retail channel strategy. The engagement represents a comprehensive modernization of the Company’s Amazon commercialization approach, structured to deliver institutional-grade execution aligned with the demands of public-company standards.

Added

“We are excited for what Rebelution and Growvana can help us accomplish through their Amazon prowess and AI-driven technology. They are the option we have been looking for on the Amazon front, and gaining traction and education on the numerous innovations we have and are releasing. Our breakthroughs in NAD optimization and total cellular health—powered by MODS Max—have opened up what we call affordable ground-zero natural health and wellness, and this partnership gives us the infrastructure to bring those innovations to millions of consumers who deserve access to real science-backed solutions.”

Added

— Darren Lopez, CEO, Best 365 Labs / BioScience Health Innovations (OTC: BHIC)

Added

Testosterone Market Disruption

Added

A core component of the Company’s strategy is to disrupt the testosterone marketplace. The global testosterone replacement therapy (TRT) market is valued at $2.13 billion in 2026, projected to reach $2.57 billion by 2031 (3.9% CAGR), with the broader testosterone market, including supplements, approaching $4 billion. The U.S. hormone replacement market is $16.6 billion, projected to reach $30.8 billion by 2035.

Added

The Company has been executing this strategy through its flagship product, NHTO (also marketed as TPrime365), a proprietary 4-in-1 sublingual testosterone formula combining enclomiphene and boron via the MODS Max delivery process. Clinical observations have demonstrated up to a 600% increase in total testosterone and doubled free testosterone levels within 2–4 weeks of use—results that demonstrate the MODS Max process functions as a synergistic enabler for multi-component therapeutic formulations, not merely a bioavailability enhancer.

Added

To date, there have been over 5,000 patient-uses of MODS Max formulations with zero serious adverse events reported. The Company’s approach to testosterone optimization is differentiated by its non-injectable sublingual delivery, its compound formulation strategy, and its affordability relative to traditional TRT protocols—positioning Best 365 Labs as a disruptive participant in a large and growing market.

Showing the first 60 of 125 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-07 (period ending 2026-06-30) with 10-Q filed 2026-05-11 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

Heads-up: the two versions of this section differ a lot in length (1,858 vs 4,870 words). That can mean the company reorganized its report or that our automatic section detection picked up the wrong boundaries. Please check the original filings before relying on this comparison.
72new paragraphs
13removed paragraphs
8reworded paragraphs
1,858 → 4,870words in section

New heading “For the Quarter and Six Months Ended June 30, 2026 (Second Quarter 2026)”

New heading “The following discussion should be read together with our unaudited financial statements and the related notes. This section contains forward-looking statements that reflect management's current expectations and are subject to risks and uncertainties. Statements regarding markets, valuation, product performance, and the potential exchange uplisting are not guarantees of future results. Preliminary indications of investor interest referenced below are non-binding, and no offer of securities is made except through qualified offering materials.”

New heading “1. Executive Overview — Our Vision: "Ground Zero" Cellular Wellness”

New heading “3. Category Strategy — Markets We Intend to Disrupt”

New heading “3.2 NAD, Glutathione, and the Cellular-Wellness Core”

New heading “3.3 GLP-1 Support — Enhancing and "Locking In" Results”

New heading “3.4 Menopause — Menopause 365 Support + NeuroPro Memory”

New heading “3.5 Oral and Nasal Peptides — Powered by Mods Max”

New heading “3.6 Clean Skincare — Glow + Patent-Pending Red-Light Topical Spray”

New heading “4. Medical Advisory and Clinical Credibility — Happy MD and Dr. Steve Warren”

New heading “5. Distribution, Channel, and Partnership Expansion”

New heading “6. Closed AI Investment — Combating Misinformation”

New heading “7. Operational Foundation Built in H1 2026”

New heading “8. Capital Markets and Uplisting Progress”

New heading “9. Valuation Perspective — One Moat, Many Markets”

New heading “10. Results of Operations and Outlook”

New heading “11. Forward-Looking Statements and Disclaimers”

New heading “Sources for market context: Mordor Intelligence; The Business Research Company; Coherent Market Insights; PW Consulting; Grand View Research — NAD; Grand View Research — GLP-1; Future Market Insights — Menopause; Straits Research — Menopause; Fact.MR — Menopause; Mordor Intelligence — Peptides; The Business Research Company — Peptides; Global Growth Insights — Natural Skincare; Mordor Intelligence — Natural Skincare; Research and Markets — Natural Skincare; Stellar Market Research — Clean Beauty”

Removed heading “2. NAD+ / Cellular Health”

Removed heading “3. Platform Licensing / Peptide Delivery”

Removed heading “4. Peptides Expected to Return to Category 1”

Removed heading “5. Why This Is Material for BHIC”

Removed heading “6. Shipping and Fulfillment Operations”

Removed heading “Strategic Acquisitions:”

Removed heading “Leadership & Governance Enhancements”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“The following discussion should be read together with our unaudited financial statements and the related notes. This section contains forward-looking statements that reflect management's current expectations and are subject to risks and uncertainties. Statements regarding markets, valuation, product performance, and the potential exchange uplisting are not guarantees of future results. Preliminary indications of investor interest referenced below are non-binding, and no offer of securities is made except through qualified offering materials.”
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New text
“Sources for market context: Mordor Intelligence; The Business Research Company; Coherent Market Insights; PW Consulting; Grand View Research — NAD; Grand View Research — GLP-1; Future Market Insights — Menopause; Straits Research — Menopause; Fact.MR — Menopause; Mordor Intelligence — Peptides; The Business Research Company — Peptides; Global Growth Insights — Natural Skincare; Mordor Intelligence — Natural Skincare; Research and Markets — Natural Skincare; Stellar Market Research — Clean Beauty”
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New text topics: ai
“6. Closed AI Investment — Combating Misinformation”
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New text topics: supply chain, regulation
“The first half of 2026 has been deliberately structured as a preparation-for-scale phase. We solidified our supply chain, qualified ingredient vendors, trained internal staff, maintained an active R&D pipeline, separated from the related party that built our initial supply chain, upgraded our accounting and ERP infrastructure to NetSuite, closed our initial Regulation A round (crossing the shareholder threshold needed for a senior-exchange uplist), amended that offering, and engaged specialized advisors to guide our exchange application. …”
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New text
“4. Medical Advisory and Clinical Credibility — Happy MD and Dr. Steve Warren”
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New text
“For the Quarter and Six Months Ended June 30, 2026 (Second Quarter 2026)”
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Reworded

Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the threesix months ended March 31,June 30, 2026, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

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THREE MONTHS ENDED JUNE 30, 2026 COMPARED TO JUNE 30, 2025

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THREE MONTHS ENDED MARCH 31, 2026 COMPARED TO MARCH 31, 2025 Our net loss for the three months ended MarchJune 31,30, 2026 was $229,907 $185,753 compared to a net income of $426,798$457,704 during the three months ended MarchJune 31,30, 2025. The Company has generated revenue of $750,946$1,036,364 and $1,227,070 $1,757,463 during the three months ended MarchJune 31,30, 2026 and 2025, respectively. This change is a result of adjustments in the Company’s sales channels. channels and marketing approach due to increased competition and feedback from the marketplace on customer evolving needs and wants. The Company retained a new Amazon distributor to improve sales in this area and is transitioning to a more targeted marketing strategy with a focus on specific key areas. The Companyalso had expected a significant order from a major Co-brand customer, but due to unforeseen events the order was rescheduled to thea secondlater quarter.date. Expenses incurred were general administrativeoperating expenses of $625,809 and consulting expenses of $89,694$877,365 during the three months ended MarchJune 31,30, 2026, compared to $433,561 and $35,786$616,774 during the three months ended March 31,June 30, 2025. Consulting expensesExpenses increased as a result of the Company applying to move from the OTC (Over-the-Counter) market to a senior exchange. exchange and an increase in marketing and social media to increase and improve our marketing strategy along with an increase in research and development. In addition, wage expenses have increased along with an increase in accounting due to an upgrade in the accounting system. Management is still confident in reaching the projected year over year growth.

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SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO JUNE 30, 2025

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Our net loss for the six months ended June 30, 2026 was $415,660, compared to a net income $884,502 during the six months ended June 30, 2025. The Company has generated revenue of $1,787,310 and $2,894,533 during the six months ended June 30, 2026 and 2025, respectively. This change is a result of adjustments in the Company’s sales channels and marketing approach due to increased competition and feedback from the marketplace on customer evolving needs and wants. The Company had expected a significant order from a major Co-brand customer, but due to unforeseen events the order was rescheduled to a later date. Operating expenses were $1,592,868 during the six months ended June 30, 2026, compared to $1,086,121 during the six months ended June 30, 2025. Expenses increased because of the Company applying to move from the OTC (Over-the-Counter) market to a senior exchange and an increase in marketing and social media to increase and improve our marketing strategy along with an increase in research and development. In addition, wage expenses have increased along with an increase in accounting due to an upgrade in the accounting system. Management is still confident in reaching the projected year over year growth.

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As of MarchJune 31,30, 2026, our total assets were $2,330,239,$2,136,150, consisting of cash, accounts receivable, income tax receivable, digital assets, inventory, prepaid expenses, right-of-use assets, deposits, and intangible assets. The Company’s net working capital was $1,549,089$1,685,704 and management believes that its cash balance of $1,145,005$712,378 as of MarchJune 31,30, 2026 is sufficient to meet its obligations over the next yearyear.

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We have generated negative cash flows from operating activities. For the threesix months ended MarchJune 31,30, 2026, net cash flows used in operating activities was $552,107,$1,093,981, consisting of our net loss of $229,907$415,660 plus changes in operating activities of $322,200.$678,321. For the threesix months ended MarchJune 31,30, 2025, net cash flows providing in operating activities was $328,309,$613,319, consisting of our net income of $426,798$884,502 offset by changes in operating activities of $98,489.$271,183.

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For the threesix months ended MarchJune 31,30, 2026, we had nonet cash flows used in or provided by investing activities.activities of $26,958 in connection with the purchase of intangible assets. For the threesix months ended March 31,June 30, 2025, we had net cash used in investing activities of $30,000$46,064 in connection with the purchase of intangible assets.

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For the threesix months ended MarchJune 31,30, 2026, net cash flows provided by financing activities was $1,035,187,$1,171,392, consisting of $748,120 in advances from related parties and $437,067$773,272 of cash acquired for selling common stock, offset by repayments toof related partiesparty advances of $150,000.$150,000 and repayment of a related party note payable of $200,000. For the threesix months ended MarchJune 31,30, 2025, net cash flows provided by financing activities was $67,516,$69,635, consisting of advances from related parties of $589,516$1,391,635 offset by repayments to related parties of $522,000.$1,322,000.

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Currently, the Company is in the process of offering a private placement to accredited investors to raise up to $1,000,000. Once the private placement is complete the Company will begin the process of preparing and filing Form 1-A with the SEC.

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For the Quarter and Six Months Ended June 30, 2026 (Second Quarter 2026)

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The following discussion should be read together with our unaudited financial statements and the related notes. This section contains forward-looking statements that reflect management's current expectations and are subject to risks and uncertainties. Statements regarding markets, valuation, product performance, and the potential exchange uplisting are not guarantees of future results. Preliminary indications of investor interest referenced below are non-binding, and no offer of securities is made except through qualified offering materials.

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1. Executive Overview — Our Vision: "Ground Zero" Cellular Wellness

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BioScience Health Innovations, Inc. ("BHIC," the "Company," "we") is the public-company platform for Best 365 Labs, a foundational-nutrition and cellular-health company. Our thesis is simple and, we believe, differentiated: almost every health journey begins — or should begin — at the cellular level. We call this "ground zero" cellular wellness. Before a consumer chases a symptom, a diagnosis, or the next trending compound, the highest-leverage intervention is restoring the function of the cell and, in particular, the mitochondria that power it.

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We are building the Company to be the first-choice starting point for both consumers and clinics — the on-ramp people reach for at the beginning of a wellness or performance journey, and a credible foundation for the avoidance of chronic disease rather than a reaction to it. Our patent-pending toolbox of mitochondrial and cellular-support products is designed to occupy that "ground zero" position across multiple large, growing categories.

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The central value driver of the entire platform is our Mods Max delivery system — a patent-pending, mineral-oxide aqueous delivery system that supports enhanced absorption, small-dose (often 1 mL) formats, and sublingual, oral, and topical delivery of compatible actives and peptides. Mods Max is what allows us to take widely known ingredients — NAD precursors, glutathione, methylene blue, peptides, hormone-support actives — and make them more commercially meaningful and, we believe, more effective through delivery efficiency. It is the system, not the ingredient list, that we regard as our defensible moat.

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The first half of 2026 has been deliberately structured as a preparation-for-scale phase. We solidified our supply chain, qualified ingredient vendors, trained internal staff, maintained an active R&D pipeline, separated from the related party that built our initial supply chain, upgraded our accounting and ERP infrastructure to NetSuite, closed our initial Regulation A round (crossing the shareholder threshold needed for a senior-exchange uplist), amended that offering, and engaged specialized advisors to guide our exchange application. We view this work as the foundation on which second-half revenue and bottom-line growth will be built.

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A note on year-over-year revenue. For those focused solely on a headline year-over-year revenue comparison being down, we would encourage a deeper look. The first six months were spent intentionally rebuilding the operational base — transitioning off a related-party supply chain, requalifying vendors, upgrading systems, and repositioning the product portfolio toward higher-margin, delivery-differentiated categories — rather than chasing short-term top-line volume through unsustainable discounting. Management is confident that by year-end we will demonstrate both revenue growth and bottom-line (product-margin) growth as these investments convert into scalable sales.

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BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a biotech and nutraceutical company focused on cellular health optimization, testosterone replacement therapy, and advanced nutrient delivery systems. The Company’s proprietary MODS Max (Mineral Oxide Delivery System) process dramatically enhances the bioavailability of peptides, vitamins, amino acids, and other bioactive compounds through a patent-pending mechanism that uses mineral oxychlorides to generate microdose reactive oxygen species (ROS), transiently opening tight junctions in mucosal membranes.

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The Company operates from its headquarters in Bluffdale, Utah, manufactures non-prescription products through CGMP-compliant facilities, and maintains several 503A pharmacy relationships for the production of prescription-related products. BHIC is actively working toward establishing its own 503A compounding facility. The Company sells products through five established revenue channels: direct-to-consumer (website), TPrime365 subscription program, Amazon, B2B wholesale (TWC), and strategic partnerships (including the Dwayne Deal).

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Three 2. The Mods Max System — Our Core Value DriversDriver

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Everything in this MD&A ultimately traces back to Mods Max. We have spent a great deal of the last several quarters doing three things: testing the system, educating key industry players on why it is different, and building the product and clinical scaffolding that lets us extend it across categories.

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Mods Max is positioned as:

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·Patent-pending and exclusive — not available anywhere else, which makes the delivery layer itself the defensible product distinction.

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·Enhanced-absorption — we deliberately use "enhanced absorption" language rather than hard multiplier claims, to preserve the platform story while keeping our marketing and compliance posture defensible.

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·A small-format formula engine — enabling compact 1 mL and sublingual micro-dose formats that feel like easy, daily, layerable rituals.

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·Broad but bounded — a strong fit for peptides, small polar or low-bioavailability actives, mitochondrial stacks, hormone-support formulas, sleep formulas, and topicals; we are transparent that it is not a universal solvent for every compound.

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Because Mods Max is a system, its value compounds. Each new category we validate — testosterone support, NAD, glutathione, GLP-1 support, menopause, oral and nasal peptides, and clean skincare — is a new application of the same underlying, patent-protected asset. This is the essence of the shareholder-value case: one moat, many markets.

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3. Category Strategy — Markets We Intend to Disrupt

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Our strategy is to enter large, fast-growing categories where the incumbent solutions carry friction, risk, or delivery limitations that Mods Max is uniquely positioned to solve. We summarize the primary categories below, with third-party market context to frame the opportunity.

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1. 3.1 Testosterone/Hormonal OptimizationSupport (NHTO)— TPrime365.com

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The opportunity. The testosterone replacement therapy (TRT) market is estimated at roughly USD 2.1–2.2 billion in 2026 and growing steadily (Mordor Intelligence, The Business Research Company). Broader androgen-replacement estimates run higher — around USD 2.9 billion in 2026 growing at an 8% CAGR (Coherent Market Insights). Critically, the reported market measures only prescribed pharmaceutical TRT; it does not capture the far larger population of men who are hesitant to start injections, cream, or clinic-managed therapy because of concerns about fertility suppression, injection burden, and other side effects.

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Our approach — TPrime365.com. TPrime365 is our Mods Max-powered testosterone-support product and community platform. Rather than competing head-to-head as a pharmaceutical, we are building TPrime365.com as a community and education hub where men can learn about a delivery-differentiated, non-injection alternative. Our positioning is that TPrime365, powered by Mods Max, can support healthy testosterone in a way that is as effective as testosterone cream in the results we have observed, without the negative outcomes associated with injections — including the fertility concerns that keep many men from starting therapy in the first place. We have published an initial study describing these results, which anchors our education effort and the community we are building around it.

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Why community matters to valuation. The published pharmaceutical TRT figures understate our addressable market because they exclude the "hesitant majority" — men who want the benefit but reject the injection risk profile. If we build a durable, engaged community around TPrime365 and continue to demonstrate that our product delivers comparable results without the downside, we can capture demand that today is either unserved or lost to friction. A recurring-revenue, community-driven direct-to-consumer model in a category anchored by a multi-billion-dollar prescription market, but expanded by the far larger side-effect-averse population, represents meaningful potential lifetime value and pricing power per customer.

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3.2 NAD, Glutathione, and the Cellular-Wellness Core

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The opportunity. The NAD category is expanding rapidly — NAD+ supplement estimates range from roughly USD 966 million in 2026 (PW Consulting) to a broader NAD products market valued at USD 3.45 billion in 2024 and projected to reach USD 12.2 billion by 2033 at a >Grand View Research). This is the heart of "ground zero" cellular wellness.

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Our approach. NAD, glutathione, and methylene blue sit at the center of our foundational stack (including our UCOS system and NeuroPro line). Reduced glutathione and NAC are water-soluble actives well suited to Mods Max liquid and sublingual formats, letting us differentiate on delivery in a category crowded with commodity capsules. We are actively educating the supplement and cellular-wellness space on why Mods Max delivery matters here: the same well-known actives, made more bioavailable and easier to take daily, become a better daily ritual and a stickier product.

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3.3 GLP-1 Support — Enhancing and "Locking In" Results

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The opportunity. The GLP-1 category is one of the largest growth stories in health. GLP-1 weight-loss agonist estimates run from roughly USD 20+ billion in 2025 toward USD 42–49 billion by 2030 at an >Grand View Research). Tens of millions of users are on or cycling off GLP-1 therapy — and a large share of them are concerned about muscle loss, nutrient gaps, energy, and rebound after they stop.

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Our approach. We are not competing with GLP-1 drugs; we are the support layer around them. Our education to GLP-1 users centers on how Mods Max-powered tools (our GLP-1 Activate, Metabolism+, and cellular-support products) can help enhance results while on therapy and lock in results after tapering. The "why" is cellular: GLP-1 users need to protect mitochondrial function, support lean mass and metabolism, and fill micronutrient gaps that appetite suppression can create. The "how" is delivery: Mods Max small-dose, high-absorption formats make it realistic for a GLP-1 user to layer targeted cellular support into a daily routine. As the enormous GLP-1 population continues to grow and cycle, a credible support ecosystem is a large, adjacent, and durable revenue opportunity.

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3.4 Menopause — Menopause 365 Support + NeuroPro Memory

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The opportunity. The menopause supplement and wellness category is large and growing, with dietary supplements the dominant treatment segment. Menopause-focused market estimates range widely by definition, from roughly USD 1 billion in the narrowly defined menopause-supplement segment (Future Market Insights) to USD 18–19 billion for the broader menopause supplements/wellness market (Straits Research), where dietary supplements command roughly 94% of the treatment share (Fact.MR). Millions of women move through peri-, active, and post-menopause with under-served symptom clusters.

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Our approach. We introduced Menopause 365 Support, a Mods Max-enabled 1 mL cellular-foundation format designed to be easy to take daily. We believe it is especially powerful when stacked with NeuroPro Memory, addressing both the cellular-foundation and the cognitive/"brain fog" dimensions that many women report across menopause phases. This stacking strategy — foundation plus targeted support — reflects our broader product architecture of systems and packs rather than one-size-fits-all single products.

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3.5 Oral and Nasal Peptides — Powered by Mods Max

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The opportunity. The peptide therapeutics market is very large and expanding — estimates cluster around USD 49–54 billion in 2026 with high-single-digit to double-digit CAGRs, and some broader definitions run substantially higher (Mordor Intelligence, The Business Research Company). A defining challenge in the category is delivery — most peptides have historically required injection.

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Our approach. We are targeting oral and nasal delivery of popular peptides powered by Mods Max. Peptides are among the best-fit actives for our system, and we believe non-injectable delivery is a structural growth driver for the entire category. We expect this category to continue growing and believe we are positioned — through both our delivery platform and our medical relationships — to take advantage of it and create shareholder value.

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3.6 Clean Skincare — Glow + Patent-Pending Red-Light Topical Spray

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The opportunity. The clean/natural skincare category is large and growing faster than conventional beauty: natural skincare estimates run from roughly USD 9 billion (Global Growth Insights) to USD 25–48 billion depending on definition (Research and Markets, Mordor Intelligence), with the tightly defined "clean beauty" segment growing at roughly 14% CAGR (Stellar Market Research).

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Our approach. Our Glow product has been very well accepted and continues to grow. Building on that momentum, we capitalized on one of our patents by teaming with a distribution group with 5,500 storefronts to introduce a patent-pending red-light topical spray powered by Mods Max and formulated with USP methylene blue. We believe Mods Max positions us distinctively in clean skincare: enhanced-absorption, antioxidant, brightening, and calming benefits from a delivery system competitors cannot replicate. Even a low-single-digit share of a clean-skincare market measured in the tens of billions represents a material revenue opportunity, and the 5,500-storefront distribution relationship gives us a concrete, near-term path to capture it at retail scale.

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4. Medical Advisory and Clinical Credibility — Happy MD and Dr. Steve Warren

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A key part of disrupting the peptide and testosterone markets is credibility with clinicians and consumers. Two assets underpin this:

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·Happy MD agreement. Our agreement with Happy MD provides a physician-supervised access pathway that lets us pursue the peptide and testosterone-support categories responsibly and at scale.

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·Medical advisory team led by Dr. Steve Warren, MD. Our medical director anchors our clinical positioning and separates us from lifestyle-only brands. Together with our medical director, we have helped publish two books on Amazon to educate both consumers and physicians on our cutting-edge, cellular-first approach.

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This medical scaffolding is what allows us to be a higher-trust, medically aligned partner for prescribers and clinics — reinforcing our goal of being the "ground zero" starting point for clinics, not just consumers.

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5. Distribution, Channel, and Partnership Expansion

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·Amazon — Rebelution / Growvana initiative. We continue to build our Amazon presence through the Rebelution/Growvana initiative. Amazon has recently begun requiring additional certifications for products in our categories; we are actively completing that certification work, which we view as a barrier to entry that favors compliant, well-capitalized sellers. As we complete it, we are expanding our product footprint and sales on the platform.

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·Retail distribution — clean skincare. The 5,500-storefront distribution relationship for our red-light topical spray extends Mods Max into physical retail.

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·Spa / select-label distribution. We are working on adding a select label for spa distribution with reach into 5,000-plus outlets, packaged around clinic- and reseller-friendly starter-pack economics.

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·Strategic co-brand opportunities. We continue to evaluate strategic co-brand deals with players such as The Wellness Company (TWC), 10X, and others, where Mods Max can serve as the differentiated delivery layer inside a partner's brand.

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6. Closed AI Investment — Combating Misinformation

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BHIC 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 0 filings. 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.

No Form 4 stock transactions in this period.

Well-known investors holding BHIC (13F)

None of the 59 investors we track reported a position in their latest 13F.

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