Bioforce Nanosciences Holdings, Inc. reported that Bioforce Nanoscience, Inc. received an assignment from the State of Texas General Land Office on the Liberty Lease, covering approximately 40.19 acres of oil and gas property in Liberty County, Texas. The lease covers the mineral estate and appurtenances, including the assignor’s interests in wells, equipment, fixtures, permits, and related personal property.
CELT eResources, LLC is identified as lessee and assignor; both it and Bioforce are controlled by Nexus Capital Investments, Inc. The Liberty County Clerk’s Office approved the assignment on October 2, 2026, and sent it to the General Land Office for recording. As of the assignment’s effective date, Bioforce became responsible for lease-related activities, applicable statutes, and General Land Office rules.
BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) now has a new controlling shareholder. Nexus Capital Investments, Inc., a Wyoming corporation, reported beneficial ownership of 26,700,000 shares of BFNH common stock, representing 79.6% of the class, acquired in a private transaction for a $400,000 purchase price funded from its operational working capital.
Nexus Capital reports sole and shared voting and dispositive power over these shares and indicates that no other person has rights to dividends or sale proceeds from them. Nexus and BFNH state that they reserve the right in the future to pursue mergers or acquisitions, asset sales or transfers, management and board changes, and capital structure changes, but do not announce any specific current plans.
BioForce Nanosciences Holdings, Inc. (BFNH) reported that on August 31, 2026 it issued 4,516,909 restricted shares of common stock in a private placement. The company states the issuance relied on an exemption from registration under Section 4(2) of the Securities Act of 1933 and was not a public offering due to the limited number of recipients and the manner of the offering.
The restricted shares were issued as consideration for services valued at $2,484,300. Recipients represented an investment intent, and the shares will be noted as restricted or bear a restrictive legend. The company reports that it paid no commissions or fees in connection with these sales.
BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) disclosed an initial statement of beneficial ownership showing that Nexus Capital Investments, Inc. is a significant shareholder. Nexus Capital holds 26,700,000 shares of BFNH common stock, par value $0.001 per share, as a direct owner as of April 22, 2026.
A related note explains that Nexus Capital Investments, Inc. is owned 50% by Gretchen Privett and 50% by Zachary O'Shea.
BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) reported the initial equity holdings of director Scott Mager on a Form 3. He holds 1,000,000 shares of common stock, received as restricted shares in lieu of cash compensation under a three‑year service contract with the company. No Rule 10b5‑1 trading plan is reported.
BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) director Merle Ferguson reported multiple transactions in the company’s common stock. On April 22, 2026, Ferguson sold 26,700,000 shares of common stock at $0.015 per share in a sale described as an open-market or private transaction.
On April 20, 2026, Ferguson reported two bona fide gifts of common stock totaling 24,712,000 shares (20,580,000 shares at $0.007 per share and 4,132,000 shares at $0.001 per share). No post-transaction share balance is reported in this filing, and no Rule 10b5-1 trading plan is indicated.
BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) reports mixed insider activity by CEO and CFO Richard Kaiser. On April 20, 2026, he made a bona fide gift of 4,132,000 common shares at $0.001 per share, with 38,000 of these held in the name of YES INTERNATIONAL, an LLC he controls. On August 20, 2026, he disposed of 38,462 shares at $0.65 per share to pay a $25,000 promissory note to a residential landscape contractor in shares instead of cash. On August 31, 2026, he acquired 316,909 restricted shares at $0.55 per share in lieu of cash for a portion of accrued wages owed by the company through April 30, 2026. No Rule 10b5-1 trading plan is reported.
BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) reports that it engaged Ryder Scott Company, L.P., an independent petroleum engineering firm, to evaluate certain oil and natural gas lease interests in the White River Valley, Nye County, Nevada. As of July 1, 2026, Ryder Scott delivered a Prospective Resources Report covering approximately 19,957 acres of Bureau of Land Management leases (the Nevada Leases).
The report assesses prospective gross unrisked resources and the chance of geological discovery, but it is not a final reserve report and does not establish that any quantity of oil or gas is commercially recoverable. Management states that further drilling, seismic work, pressure data, core analysis, and other technical information will be needed before any reserves or development decisions can be determined.
BFNH emphasizes that the estimates do not comply with SEC oil and gas reserve disclosure standards, that the SEC does not recognize the term “prospective resources,” and that there is no certainty any portion of these resources will be discovered or commercially viable. Investors are cautioned not to treat these preliminary estimates as proved reserves or economically drillable volumes.
BioForce NanoSciences Holdings, Inc. reported governance changes and new advisory resources. On May 19, 2026, the company created an Advisory Board and appointed Stuart J. Yarbrough and Edward J. Mathias to three‑year terms ending May 19, 2029. That same day, the board appointed attorney Scott Mager as General Counsel under a three‑year contract; he was later added as a director on June 15, 2026, with the company stating there were no selection arrangements or related‑party transactions requiring disclosure. On June 17, 2026, the board named Richard Kaiser interim Chief Executive Officer; he continues to serve as Chief Financial Officer, Secretary, and director. The filing also highlights the extensive financial, investment, legal, and governance experience of the new Advisory Board members and director, and includes standard forward‑looking statement cautionary language.
BioForce Nanosciences Holdings, Inc. reported no revenue for the three and six months ended June 30, 2026, continuing a long history of losses from operations. Operating expenses were $262,330 for the quarter and $380,063 for the first half of 2026, driven by Board compensation and general and administrative costs.
The company posted net income of $238,682 for the quarter and $136,271 for the first half of 2026, entirely due to one-time items including $502,373 of debt forgiveness and a $15,322 legal settlement, partially offset by a $1,361 loss on a liability settlement. Cash was only $307 at June 30, 2026 against total assets of $2,388,075, largely from prepaid expenses and $234,525 of capitalized federal oil and gas leases covering about 19,957 acres in Nevada. Liabilities declined to $84,767 after related-party debt forgiveness, and stockholders’ equity turned positive at $2,303,308, including $2,484,300 of stock payable for 4,516,909 restricted shares approved but not yet issued.
Management discloses substantial doubt about the company’s ability to continue as a going concern due to recurring operating losses, minimal cash and dependence on related parties. The business model shifted on June 5, 2026 from nutritional supplements to early-stage oil and gas exploration on the Nevada leases, which currently have no proven reserves or production. The company also reports material weaknesses in internal controls, including inadequate segregation of duties and limited review of financial reporting.