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Bioforce Nanosciences (BFNH) pursues 19,957-acre Nevada oil and gas lease strategy

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bioforce Nanosciences Holdings, Inc. reported receiving an assignment of federal oil and gas leases covering approximately 19,957 acres in the White River Valley of Nye County, Nevada, from an entity controlled by its majority shareholder Nexus Capital Investments. The assignment is pending approval by the U.S. Bureau of Land Management, and there is no assurance approval will be granted.

The Nevada Leases span eleven leases targeting multiple prospective hydrocarbon-bearing formations and carry primary terms of 10 years with extensions while production continues, subject to a 12.5% royalty on gross production revenues if developed. The company notes that no proven reserves have been established and no pilot wells have been drilled, so productive operations are uncertain.

If the assignment is approved, Bioforce plans geological and geophysical work, exploratory and development wells, infrastructure construction, and potential partnerships. On July 1, 2026, the company engaged Ryder Scott, an independent petroleum engineering firm, to advise on development and reserve evaluations as part of a strategic pivot from vitamin supplements to oil and gas exploration and production.

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Insights

BFNH outlines a high-risk pivot into Nevada oil and gas without proven reserves.

Bioforce Nanosciences is shifting from vitamin supplements into oil and gas by taking an assignment of federal leases over 19,957 acres in Nevada, subject to Bureau of Land Management approval. The leases target several formations with nearby third-party production, but none of the company’s acreage has proven reserves or pilot wells.

The leases carry 10-year primary terms and a 12.5% royalty on gross production revenues to the U.S. government, which would apply only if commercial production is achieved. Future plans include seismic studies, exploratory and development drilling, and potential joint ventures or farm-outs to share capital costs and technical risk.

Engaging independent engineering firm Ryder Scott on July 1, 2026 is a foundational step toward formal reserve evaluations and structured exploration. Actual outcomes will depend on BLM approval, geological results, and Bioforce’s ability to finance and execute its planned work program under the risk factors highlighted in its cautionary statements.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Lease acreage 19,957 acres Federal oil and gas leases in White River Valley, Nye County, Nevada
Number of leases 11 leases Federal oil and gas leases in Great Basin and Range, Nye County, Nevada
Royalty rate 12.5% of gross production revenues Royalty owed to U.S. federal government under standard BLM lease terms
Primary lease term 10 years Primary terms for Nevada Leases, extendable while production continues in paying quantities
Assignment date June 5, 2026 Date Bioforce received assignment of Nevada Leases from Natural Minerals Trust, LLC
Engineering engagement date July 1, 2026 Date Bioforce engaged Ryder Scott for petroleum engineering advisory services
federal oil and gas leases regulatory
"received an assignment of federal oil and gas leases covering approximately 19,957 acres"
Chainman Shale Formation technical
"Chainman Shale Formation is the main source rock (up to 9% TOC – Total Organic Carbon)"
held by production financial
"primary terms ranging from 10 years, with automatic extensions (“held by production”)"
royalty of 12.5% of gross production revenues financial
"the Company will be obligated to pay the United States federal government a royalty of 12.5% of gross production revenues"
forward-looking statements regulatory
"Certain statements contained in this on are forward-looking statements and are based on future expectations"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995"
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FAQ

What did Bioforce Nanosciences (BFNH) announce about Nevada oil and gas leases?
Bioforce Nanosciences received an assignment of federal oil and gas leases covering about 19,957 acres in the White River Valley, Nye County, Nevada. The assignment is subject to U.S. Bureau of Land Management approval, and there is no assurance that this approval will be granted.

How many Nevada leases did BFNH receive and what are their terms?
BFNH received eleven federal oil and gas leases in Nye County, Nevada. The leases have primary terms of 10 years, with automatic extensions while oil or gas is produced in paying quantities, and carry a 12.5% royalty on gross production revenues to the U.S. federal government.

Does Bioforce Nanosciences currently have proven oil and gas reserves on the Nevada Leases?
No proven reserves have been established on the Nevada Leases, and no pilot wells have been drilled. The company explicitly states there is no assurance it will be able to develop productive oil and gas operations from the land covered by these leases at this stage.

What development activities does BFNH plan if the Nevada lease assignment is approved?
If the assignment is approved, BFNH plans additional geological and geophysical studies, possible 3D seismic surveys, drilling initial exploratory and development wells, testing and completion work, constructing gathering and production infrastructure, and evaluating partnerships, joint ventures, or farm-outs to share capital costs and technical risk.

Who is Ryder Scott and what role will it play for Bioforce Nanosciences?
On July 1, 2026, BFNH engaged Ryder Scott, an independent petroleum engineering firm, to advise on potential development of the lease claims. Ryder Scott is expected to help develop reserve evaluations to guide exploration efforts and support transparency about the potential of the Nevada Leases.

How does this lease assignment relate to BFNH’s broader business strategy?
Bioforce Nanosciences has previously announced a strategic pivot from vitamin supplement operations to oil and gas exploration and production. Ownership and planned exploration of the Nevada Leases represent first steps in this transformation, aligning its assets and planned activities with the new energy-focused strategy.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 05, 2026

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Name of Small Business Issuer in its charter)

 

Nevada   000-51074   74-3078125
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

2020 General Booth Blvd.
Suite 230
Virginia Beach, VA 23454

(Address of principal executive offices)

Registrant’s telephone number: (757) 306-6090

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

 -1- 

 

 

ITEM 8.01 – VOLUNTARY DISCLOSURE OF OTHER EVENTS

 

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"). The assignment is pending approval by the United States Bureau of Land Management ("BLM").  There is no assurance that this approval will be granted.

 

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) and has good thermal generation windows following depositional episodes that filled the 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.

 

The Nevada Leases have primary terms ranging from 10 years, with automatic extensions (“held by production”) for as 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 these Nevada Leases.

 

If the assignment of the Nevada leases is approved, the Company intends to commence development activities on the Nevada Leases, which may include:

 

- Additional geological and geophysical studies, including 3D seismic surveys;
- Drilling of initial exploratory and development wells;
- Completion and production testing of wells;
- Construction of gathering systems and production infrastructure;
- Evaluation of strategic partnerships, joint ventures, or farm-out arrangements to accelerate development and share capital costs and technical risk.

 

On July 01, 2026, Bioforce engaged Ryder Scott, a leading independent petroleum engineering firm, to provide expert advice on the potential development of our lease claims. BFNH anticipates that, with these engineers' assistance, the Company could develop reserve evaluations to guide BFNH’s exploration efforts, reinforcing the Company’s dedication to transparency regarding the overall potential of these claims.

 

The Company previously announced a strategic pivot from vitamin supplement operations to oil and gas exploration and production. Ownership of the Nevada Leases and the Company’s plan to explore and produce oil and gas are our first steps in this transformation.

 

Certain statements contained in this Current Report on Form 8-K are forward-looking statements and are based on future expectations, plans and prospects for BFNH’s business and operations that involve a number of risks and uncertainties.  BFNH’s forward-looking statements in this report are made as of the date hereof, and the Corporation disclaims any duty to supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise.  In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Corporation is identifying certain forward-looking information regarding the Company 's business. Actual events or results may differ materially from those contained in these forward-looking statements.  Important factors that could cause future events or results to vary from those addressed in the forward-looking statement include, without limitation, risks and uncertainties arising from the ability of BFNH to successfully implement its business plan; uncertainties relating to the ability to realize the expected benefits of the business; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry in which BFNH operates, and other risk factors as discussed in the BFNH’s other filings made by the Corporation from time to time with the United States Securities and Exchange Commission.

 

 -2- 

 

 

ITEM 9.01. FINANCIAL STATMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Ryder Scott Company Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 01, 2026 BIOFORCE NANOSCIENCES HOLDINGS, INC.
     
  By: /s/ Richard Kaiser
    Richard Kaiser –Interim Chief Executive Officer, Chief Financial Officer and Director

 

 -3- 

 

Source: View Original Filing on SEC EDGAR

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