BFNH · Bioforce Nanosciences Holdings, Inc.
Substantial doubt about the company's ability to continue as a going concern.
“Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors' report on our financial statements for the year ended December 31, 2025 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure.”View the 10-Q filed May 19, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2023-10-18 | Ferguson Merle |
Director, CEO, 10% Owner |
Gift↑
|
Common Stock
|
1,400,000 |
| 2023-10-17 | Ferguson Merle |
Director, CEO, 10% Owner |
Gift↓
Filing footnotes — Common Stock (Indirect)
15,000,000 share are held directly by the reporting individual, 1,470,000 shares held indirectly in a business entity that the reporting person is an executive officer was gifted to the reporting person. The private company controlled by the reporting individual has -0- shares, no longer has shares of the issuer. |
Common Stock
(I)
|
1,470,000 |
| 2023-10-17 | Ferguson Merle |
Director, CEO, 10% Owner |
Gift↑
|
Common Stock
|
1,470,000 |
| 2023-05-12 | Ferguson Merle |
Director, CEO, 10% Owner |
Gift↓
Filing footnotes — Common Stock (Indirect)
15,000,000 share are held directly by the reporting individual, 1,470,000 shares held indirectly in a business entity that the reporting person is an executive officer. Total direct and indirect beneficial ownership is 16,470,000. |
Common Stock
(I)
|
500,000 |
| 2022-12-13 | Ferguson Merle |
Director, CEO, 10% Owner |
Gift↓
Filing footnotes — Common Stock (Indirect)
Bona fide gift of securities given to a third-party which is not a relative or related business entity. Securities gifted from an indirect entity that the reporting person is an executive officer. Gift transaction, price not applicable. 15,000,000 share are held directly by the reporting individual, 1,970,000 shares held indirectly in a business entity that the reporting person is an executive officer. Total direct and indirect beneficial ownership is 16,970,000. The reporting person is an Executive Officer of a private company, Trade Exchange International, Inc. Prior to the 20,000 share gift, Trade Exchange International, Inc. owned 1,990,000 share of the issuer; the current indirect holdings is now 1,970,000. |
Common Stock
(I)
|
20,000 |
| 2022-09-30 | Ferguson Merle |
Director, CEO, 10% Owner |
Gift↓
Filing footnotes — Common Stock (Indirect)
Bona fide gift of securities given to a third-party which is not a relative or related business entity. Securities gifted from an indirect entity that the reporting person is an executive officer. Gift transaction, price not applicable. 15,000,000 share are held directly by the reporting individual, 1,990,000 shares held indirectly in a business entity that the reporting person is an executive officer. Total direct and indirect beneficial ownership is 16,990,000. The reporting person is an Executive Officer of a private company, Trade Exchange International, Inc. Prior to the 10,000 share gift, Trade Exchange International, Inc. owned 2,000,000 share of the issuer; the current indirect holdings is now 1,990,000. |
Common Stock
(I)
|
10,000 |
| 2020-12-04 | KAISER RICHARD KAISER |
Director, CFO, 10% Owner |
Award↑
Filing footnotes — Common Stock (Direct)
On December 4, 2020, BioForce Nanosciences Holdings, Inc. (The "Company" or the "Registrant") issued 3,000,000 shares of its common stock to the reporting individual in exchange for 500,000 shares of its Preferred Series 'A' shares. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section4(2)due to the limited number of persons that received the shares, and the matter of the issuances. In addition, the transferee of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. |
Common Stock
|
3,000,000 |
| 2020-12-04 | Ferguson Merle |
Director, CEO, 10% Owner |
Award↑
Filing footnotes — Common Stock (Direct)
On December 4, 2020, BioForce Nanosciences Holdings, Inc. (The "Company" or the "Registrant") issued 11,000,000 shares of its common stock to the reporting individual in exchange for 1,500,000 shares of its Preferred Series 'A' shares. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section4(2)due to the limited number of persons that received the shares, and the matter of the issuances. In addition, the transferee of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. |
Common Stock
|
11,000,000 |
| 2020-12-04 | KAISER RICHARD KAISER |
Director, CFO, 10% Owner |
Convert↓
Filing footnotes — Convetible Preferred 'A' (Direct)
On December 4, 2020, BioForce Nanosciences Holdings, Inc. (The "Company" or the "Registrant") issued 3,000,000 shares of its common stock to the reporting individual in exchange for 500,000 shares of its Preferred Series 'A' shares. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section4(2)due to the limited number of persons that received the shares, and the matter of the issuances. In addition, the transferee of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. |
Convetible Preferred 'A'
|
500,000 |
| 2020-12-04 | Ferguson Merle |
Director, CEO, 10% Owner |
Convert↓
Filing footnotes — Convertible Preferred 'A' (Direct)
On December 4, 2020, BioForce Nanosciences Holdings, Inc. (The "Company" or the "Registrant") issued 11,000,000 shares of its common stock to the reporting individual in exchange for 1,500,000 shares of its Preferred Series 'A' shares. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section4(2)due to the limited number of persons that received the shares, and the matter of the issuances. In addition, the transferee of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. |
Convertible Preferred 'A'
|
1,500,000 |
| 2020-03-31 | KAISER RICHARD KAISER |
Director, CFO, 10% Owner |
Award↑
Filing footnotes — Convertible Preferred Series 'A' (Direct)
Preferred Series 'A' have voting and conversion rights into Common Stock on a 100 to 1 basis. |
Convertible Preferred Series 'A'
|
500,000 |
| 2020-03-31 | Ferguson Merle |
Director, CEO, 10% Owner |
Award↑
Filing footnotes — Convertible Preferred Series 'A' (Direct)
Preferred Series 'A' have voting and conversion rights into Common Stock on a 100 to 1 basis. |
Convertible Preferred Series 'A'
|
1,500,000 |