STOCK TITAN

BioForce CEO gifts 4.1M shares, takes stock pay

BFNH’s CEO and CFO reports a large share gift, a share-based debt payment, and a restricted stock wage payment with no Rule 10b5-1 plan.

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider KAISER RICHARD KAISER
Role CEO & CFO
Type Security Shares Price Value
Grant/Award Common Stock; Par Value $0.001 F3 316,909 $0.55 $174K
Other Common Stock; Par Value $0.001 F2 38,462 $0.65 $25K
Gift Common Stock; Par Value $0.001 F1 4,132,000 $0.001 $4K
Holdings After Transaction: Common Stock; Par Value $0.001 — 1,234,447 shares (Direct)
Footnotes (3)
  1. F1. 38,000 shares of this amount are held in YES INTERNATIONAL's name, an LLC that is 100% controlled by the reporting individual
  2. F2. Reporting person paid a residential landscape contractor in shares in lieu of cash on an outstanding promissory note that was entered into in 2020 for the amount of $25,000.
  3. F3. Reporting person received restricted shares in lieu of cash on a portion of accrued wages owed by the Company through April 30, 2026.
Gifted shares 4,132,000 shares Bona fide gift of common stock on April 20, 2026 at $0.001 per share
Gift price per share $0.001 per share Value per share assigned to 4,132,000 gifted shares on April 20, 2026
Shares held via YES INTERNATIONAL 38,000 shares Portion of the gifted amount held in YES INTERNATIONAL’s name, LLC controlled by insider
Shares used to pay promissory note 38,462 shares Disposition on August 20, 2026 at $0.65 per share to satisfy a $25,000 note
Promissory note amount $25,000 Residential landscape contractor note entered into in 2020, paid in shares
Restricted shares for wages 316,909 shares Restricted common shares received August 31, 2026 at $0.55 per share in lieu of cash wages
Restricted share price $0.55 per share Value per restricted share issued for accrued wages through April 30, 2026
bona fide gift financial
"transaction code G is described as a "Bona fide gift" of shares"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
restricted shares financial
"Reporting person received restricted shares in lieu of cash on accrued wages"
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.
promissory note financial
"paid a residential landscape contractor in shares on an outstanding promissory note"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
in lieu of cash financial
"received restricted shares in lieu of cash on a portion of accrued wages"

FAQ

What insider transactions did BFNH’s CEO and CFO report on this Form 4?

The CEO and CFO reported a gift of 4,132,000 shares, a disposition of 38,462 shares used to pay a $25,000 promissory note, and an award of 316,909 restricted shares received instead of cash wages.

How many BFNH shares did the CEO and CFO gift, and at what price?

On April 20, 2026, the CEO and CFO made a bona fide gift of 4,132,000 common shares at a reported value of $0.001 per share, including 38,000 shares held in the name of YES INTERNATIONAL, an LLC he fully controls.

How did the CEO and CFO use BFNH shares to pay the $25,000 promissory note?

On August 20, 2026, the CEO and CFO disposed of 38,462 BFNH shares at $0.65 per share to pay a $25,000 residential landscape contractor promissory note in shares instead of cash, according to the footnote.

What restricted stock did the CEO and CFO of BFNH receive for wages?

On August 31, 2026, the CEO and CFO received 316,909 restricted BFNH shares at $0.55 per share in lieu of cash for a portion of accrued wages owed by the company through April 30, 2026.

Were BFNH insider transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan covers these transactions; they are not reported as being executed pursuant to a pre-arranged trading plan.

What role does YES INTERNATIONAL play in the BFNH insider holdings?

The gift transaction footnote states that 38,000 shares of the reported amount are held in the name of YES INTERNATIONAL, an LLC that is 100% controlled by the reporting individual, the CEO and CFO.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KAISER RICHARD KAISER

(Last)(First)(Middle)
3419 VIRGINIA BEACH BLVD, UNIT 252

(Street)
VIRGINIA BEACH VIRGINIA 23452

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BIOFORCE NANOSCIENCES HOLDINGS, INC. [ BFNH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock; Par Value $0.00104/20/2026G4,132,000D$0.001956,000(1)D
Common Stock; Par Value $0.00108/20/2026J38,462(2)D$0.65917,538D
Common Stock; Par Value $0.00108/31/2026A316,909A$0.551,234,447(3)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 38,000 shares of this amount are held in YES INTERNATIONAL's name, an LLC that is 100% controlled by the reporting individual
2. Reporting person paid a residential landscape contractor in shares in lieu of cash on an outstanding promissory note that was entered into in 2020 for the amount of $25,000.
3. Reporting person received restricted shares in lieu of cash on a portion of accrued wages owed by the Company through April 30, 2026.
/s/ Richard Kaiser09/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)