BioForce Nanosciences Holdings, Inc. – 2025 Annual Report: Key Investor Highlights

Overview

BioForce Nanosciences Holdings, Inc. (“BioForce” or the “Company”) has released its Annual Report for the fiscal year ended December 31, 2025. The report contains several financial, operational, and governance updates that highlight the current position, risks, and outlook for the Company. This summary distills the most critical developments and items that may impact shareholders and share value.

Key Business Developments

• Business Model Transformation: BioForce previously operated in the nano-particular measurement devices and molecular printers sector, but the subsidiary holding these assets filed for bankruptcy. The technology was sold to an unrelated third party, and new management shifted the Company’s focus to becoming a leading provider of natural vitamins, minerals, and other nutritional supplements, powders, and beverages for active individuals of all ages.
• Current Operations: The Company currently has no owned or rented properties and utilizes office space through Yes International, owned by Director, CFO, and Secretary Richard Kaiser. The Company does not engage in real estate investments.

Financial Highlights

• Stock and Shareholder Structure:
  • As of December 31, 2025, the Company was authorized to issue 900,000,000 shares of common stock, with 33,521,755 shares outstanding.
  • Approximately 234 stockholders of record, not including those who hold shares via brokers, dealers, or clearing agencies.
  • The Company also has 100,000,000 preferred shares authorized, but no preferred shares were outstanding at year-end.
• Share Issuances:
  • On January 24, 2025, 4,250,000 restricted shares were issued to pay \$2,173,000 in accrued compensation to directors, officers, and related parties. These shares are restricted and not freely tradable, issued under a private placement exemption.
  • There were no options, warrants, rights, or similar convertible securities outstanding as of December 31, 2025.
• Market Data:
  • Common stock trades on the OTCPINK under symbol “BFNH” since April 15, 2009.
  • Last reported price as of June 30, 2025: \$0.45 per share, with an aggregate market value of public float (5,843,755 shares held by non-affiliates) at approximately \$2,629,690.
• Financial Performance:
  • Net loss for 2025: (\$1,683,049)
  • Net loss for 2024: (\$490,437)
  • Total stockholders’ deficit as of December 31, 2025: (\$618,543) (improved from a deficit of \$2,301,592 at December 31, 2024)
  • Net cash provided by financing activities: \$65,074 (2025) and \$61,474 (2024)
  • Net cash used in investing activities: \$0 (both years)

Going Concern and Liquidity Risks

• The Company’s auditors and management have substantial doubt about the Company’s ability to continue as a going concern due to recurring operating losses, accumulated deficit, and net current liabilities. Management notes that unless working capital is raised, operations may cease or change substantially.
• The Chairman, Merle Ferguson, has given an oral commitment to provide funds as necessary to meet operational requirements for the next 12 months. However, there is no binding agreement for this support.
• The Company’s officers paid for all expenses through loans, allowing the Company to continue as a going concern for 2025.

Internal Controls and Governance

• Internal Controls:
  • Management identified material weaknesses in the internal controls over financial reporting, including inadequate segregation of duties and lack of sufficient review over financial reporting processes. These weaknesses could result in material misstatements in financial statements.
  • No significant changes were made to internal controls during 2025.
  • The Board acts as the Audit Committee and has no separate audit or other committees. The Company does not currently employ a qualified financial expert due to limited resources.

Executive Compensation and Ownership

• Major Shareholders:
  • Merle Ferguson (Chairman): 22,080,000 shares (direct)
  • Richard Kaiser (Director, CFO): 5,050,000 shares (direct) and 38,000 shares (indirect via Yes International, Inc.)
• Compensation:
  • In 2025, substantial amounts of accrued pay for directors and officers were settled via the issuance of restricted shares, instead of cash.

Legal and Regulatory Matters

• No material legal proceedings are pending or threatened as of the report date.

Other Notable Items

• The Company does not expect to pay cash dividends in the foreseeable future. Any dividends will depend on future earnings and are at the discretion of the Board.
• No securities registered under Section 12(b) of the Exchange Act – ticker, exchange name, and class all marked as “N/A.”
• The Company is classified as a “Non-accelerated filer” and a “Smaller reporting company.” It is not an emerging growth company or a shell company.

Potential Price Sensitive Information

• Going Concern Warning: The Company’s auditors have issued a “going concern” warning. Such disclosures often have a negative impact on share price as they highlight significant risk of bankruptcy if capital is not raised.
• Large Insider Ownership: The Chairman and CFO together control a significant portion of the outstanding shares (over 80%), potentially impacting corporate governance and the liquidity of the public float.
• Material Weakness in Internal Controls: The ongoing material weakness in internal control over financial reporting may erode investor confidence and increase the risk of future restatements or undetected errors.
• New Share Issuance for Debt Settlement: The issuance of 4,250,000 restricted shares for director/officer pay is potentially dilutive to existing shareholders and signals the Company’s reliance on stock-based compensation in lieu of cash.

Conclusion

BioForce Nanosciences Holdings, Inc. remains a high-risk, speculative investment. The Company’s financial condition, recurring losses, negative equity, and ongoing internal control issues, coupled with the “going concern” warning, are all significant risks. However, the Company is continuing efforts to revitalize its business in the nutritional supplements sector, and insiders are providing at least short-term financial support. Investors should closely monitor future capital raising efforts, any improvement in internal controls, and actual progress toward generating revenues. Any positive developments in these areas could alter the risk profile and valuation significantly.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy, sell, or hold any security. Investors should conduct their own due diligence or consult with a qualified financial adviser before making investment decisions. The Company discussed herein is speculative and carries a high risk of loss, including the potential for bankruptcy.

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