BioForce Nano holder buys 79.6% stake for $400K

BIOFORCE NANOSCIENCES HOLDINGS, INC.

Rhea-AI Filing Summary

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.

Key Figures

Shares beneficially owned: 26,700,000 shares Percent of class owned: 79.6% Shares outstanding: 33,549,005 shares +3 more

6 metrics

Shares beneficially owned 26,700,000 shares BFNH common stock reported as beneficially owned by Nexus Capital Investments, Inc.

Percent of class owned 79.6% Portion of BFNH common stock class represented by 26,700,000 shares

Shares outstanding 33,549,005 shares BFNH common stock outstanding as reported in the June 30, 2026 Form 10-Q

Purchase price $400,000 Total price paid by Nexus Capital for 26,700,000 BFNH shares in a private transaction

Sole voting power 26,700,000 shares Shares over which Nexus Capital reports sole voting power

Sole dispositive power 26,700,000 shares Shares over which Nexus Capital reports sole dispositive power

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Schedule 13D, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 26,700,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 26,700,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 26,700,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

working capital financial

"purchase price of $400,000, and such funds were obtained through operational working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

FAQ

What percentage of BIOFORCE NANOSCIENCES (BFNH) does Nexus Capital now own?

Nexus Capital Investments, Inc. reports beneficial ownership of 26,700,000 BFNH common shares, representing 79.6% of the company’s outstanding common stock, based on 33,549,005 shares outstanding as reported in BFNH’s Form 10-Q for the period ended June 30, 2026.

How many BFNH shares did Nexus Capital acquire and for how much?

Nexus Capital acquired 26,700,000 shares of BFNH common stock in a private transaction for a $400,000 purchase price. The filing states that the funds used were obtained from Nexus Capital’s operational working capital.

Does Nexus Capital control voting and disposition of its BFNH shares?

Yes. Nexus Capital reports 26,700,000 shares under sole and shared voting power and sole and shared dispositive power. The filing states that no other person has rights to receive dividends or proceeds from the sale of these shares.

What future actions does Nexus Capital say it may consider regarding BFNH?

The filing states that BFNH and Nexus Capital reserve the right to pursue mergers or acquisitions, material asset sales or transfers, potential changes to management or the board, and possible changes to the capital structure, though no specific changes are currently announced.

When did the BFNH ownership change triggering this Schedule 13D occur?

The event requiring this Schedule 13D is dated April 22, 2026. The signature on the statement, by authorized officer Gretchen Privett of Nexus Capital Investments, Inc., is dated September 4, 2026.

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

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Available on EDGAR 09/04/2026 - 02:38 PM Accepted by SEC EDGAR 09/04/2026 - 02:38 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

09064C206

(CUSIP Number)

Richard Kaiser
2020 General Booth Blvd., Ste. 230,
Virginia Beach, VA, 23454
7573066090

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09064C206

1

Name of reporting person

Nexus Capital Investments, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,700,000.00
8	Shared Voting Power 26,700,000.00
9	Sole Dispositive Power 26,700,000.00
10	Shared Dispositive Power 26,700,000.00

11

Aggregate amount beneficially owned by each reporting person

26,700,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

79.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: BIOFORCE NANOSCIENCES HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 2020 GENERAL BOOTH BLVD, SUITE 230, VIRGINIA BEACH, VIRGINIA , 23454.
Item 2.	Identity and Background
(a)	Gretchen Privett, President and Secretary, Nexus Capital Investments, Inc., a Wyoming Corporation.
(b)	125 Old Monroe Road, Athens, GA, 30606
(c)	Nexus Capital Investments, Inc., President and Secretary, 125 Old Monroe Road, Athens, GA, 30606
(d)	NONE
(e)	NONE
(f)	USA
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting entity acquired the 26,700,000 shares of common stock of BFNH in a private transaction for the purchase price of $400,000, and such funds were obtained through operational working capital.
Item 4.	Purpose of Transaction
	(a) N/A (b) BFNH and the Reporting Entity reserve the right to engage in the acquisition of other entities in the form of a merger or acquisition in the future; (c) BFNH and the Reporting Entity reserve the right to engage in the sale or transfer of a material amount of assets in the future; (d) No changes are forthcoming but the Conpany the reserves the right to change the management, the board and their terms in the future; (e) BFNH reserves the right to change the capital structure of the Company in the future. (f) N/A (g)N/A (h)N/A (i) N/A (jj) N/A
Item 5.	Interest in Securities of the Issuer
(a)	26,700,000 is approximately 79.6% based on 33,549,005 shares of common stock outstanding as reported in BFNH's June 30, 2026 Form 10Q.
(b)	26,700,000
(c)	Except as otherwise disclosed herein, during the past 60 days the Reporting Persons has not effected trades in the shares of common stock of the Issuer.
(d)	No other persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except for the transactions described in this Schedule 13D, to the knowledge of the Reporting Persons, as of the date hereof, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons or any other persons with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nexus Capital Investments, Inc.

Signature:	/s/ Gretchen Privett
Name/Title:	Authorized Officer
Date:	09/04/2026