BioForce Nano issues 4.5M shares for $2.48M services

Q: What equity transaction did BFNH report on August 31, 2026?

BFNH reported issuing 4,516,909 restricted shares of common stock on August 31, 2026 in a private placement, relying on an exemption from registration under Section 4(2) of the Securities Act of 1933.

Q: What did BioForce Nanosciences (BFNH) receive for the 4,516,909 restricted shares?

BFNH issued the 4,516,909 restricted shares in consideration of services valued at $2,484,300 provided to the company, rather than for cash.

Q: Did BioForce Nanosciences (BFNH) pay commissions or fees for this private placement?

No. BFNH states that it paid no commissions or fees in connection with the private placement of the 4,516,909 restricted shares issued for services.

Q: How are the BFNH restricted shares characterized for the recipients?

Recipients represented that they had the required investment intent. Shares issued in book form will be noted as restricted, and certificated shares will bear a restrictive legend indicating that the securities are restricted.

BioForce Nanosciences Holdings, Inc. issued over 4.5 million restricted shares for services in a private, fee-free transaction exempt from registration.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The August 31 issuance adds 4,516,909 common shares to the total share count; under the disclosed share-count mechanics, that reduces existing holders’ percentage ownership unless offset by other changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Restricted shares issued: 4,516,909 shares Value of services received: $2,484,300 Securities Act exemption: Section 4(2)

3 metrics

Restricted shares issued 4,516,909 shares Issued on August 31, 2026 in a private placement

Value of services received $2,484,300 Consideration for the 4,516,909 restricted shares of common stock

Securities Act exemption Section 4(2) Exemption from registration relied upon for the private issuance

Key Terms

restricted shares, Section 4(2) of the Securities Act of 1933, private placement, investment intent

4 terms

restricted shares financial

"the Registrant issued 4,516,909 restricted shares of its common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Section 4(2) of the Securities Act of 1933 regulatory

"pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933"

private placement financial

"These shares were sold in a private placement, and the Company paid no commissions"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

investment intent financial

"the purchasers represented that they had the necessary investment intent as required"

FAQ

What equity transaction did BFNH report on August 31, 2026?

BFNH reported issuing 4,516,909 restricted shares of common stock on August 31, 2026 in a private placement, relying on an exemption from registration under Section 4(2) of the Securities Act of 1933.

What did BioForce Nanosciences (BFNH) receive for the 4,516,909 restricted shares?

BFNH issued the 4,516,909 restricted shares in consideration of services valued at $2,484,300 provided to the company, rather than for cash.

Did BioForce Nanosciences (BFNH) pay commissions or fees for this private placement?

No. BFNH states that it paid no commissions or fees in connection with the private placement of the 4,516,909 restricted shares issued for services.

Under what exemption did BFNH issue the restricted shares?

BFNH states the restricted shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, and that the transaction was not a public offering.

How are the BFNH restricted shares characterized for the recipients?

Recipients represented that they had the required investment intent. Shares issued in book form will be noted as restricted, and certificated shares will bear a restrictive legend indicating that the securities are restricted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 12:51 PM Accepted by SEC EDGAR 09/04/2026 - 12:51 PM

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): August 31, 2026

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-51074	74-3078125
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

2020 General Booth Blvd, Unit 230

Virginia Beach, VA 23454

Tel: 757-306-6090

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

On August 31, 2026, the Registrant issued 4,516,909 restricted shares of its common stock. The shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The offering was not a public offering as defined in Section 4(2) due to the limited number of recipients and the manner of the offering. In addition, the purchasers represented that they had the necessary investment intent as required by Section 4(2) and agreed that shares issued in book form would be noted as restricted, and shares issued by certificate would bear a legend stating that the securities were restricted pursuant to Rule 144 of the Securities Act. The restricted shares were issued in consideration of services valued at $2,484,300 provided to the Company. These shares were sold in a private placement, and the Company paid no commissions or fees in connection with such sales.

SIGNATURE

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, thereunto duly authorized.

BioForce Nanosciences Holdings, Inc.

Date: September 04, 2026

	By:	/s/ Richard Kaiser
	Name: Richard Kaiser
	Title: CEO/CFO/Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

BioForce Nano issues 4.5M shares for $2.48M services

Rhea-AI Filing Summary

Positive

Negative