BioScience Health Innovations (OTC: BHIC) triples revenue and boosts profit on MODS Max platform
BioScience Health Innovations Inc. reported strong growth for the year ended December 31, 2025. Revenue rose to $5,688,717, a 208% increase from 2024, while net income increased to $642,090, expanding net margin from 4.7% to 11.3%. The company sells health and wellness products via subsidiary Best 365 Labs and leverages its patent‑pending MODS Max delivery system for supplements and peptide-based formulations.
Total assets reached $1,707,181 with cash of $661,925 and working capital of $1,328,807, and operations generated positive operating cash flow. BioScience is pursuing a $1.5 million Regulation A raise followed by an additional planned $5–7.5 million capital raise tied to a major exchange uplist, potentially supported by a reverse stock split. Management highlights testosterone optimization, NAD+ and cellular health, and platform licensing of MODS Max as its three core growth drivers.
The company remains a microcap OTC Pink “penny stock” with thin trading, material weaknesses in internal controls, and significant historical reliance on related-party inventory sourcing. It is also executing a separation from related-party Ageless Holdings and expanding infrastructure, including new facilities, an Oracle NetSuite ERP implementation, and planned AI tools to support scaling.
Positive
- Strong 2025 operating performance: Revenue grew to $5,688,717, a 208% increase over 2024, while net income rose to $642,090 and net margin expanded from 4.7% to 11.3%, indicating successful scaling with improving profitability.
- Improved liquidity and working capital: As of December 31, 2025, the company reported $661,925 in cash, total assets of $1,707,181, and net working capital of $1,328,807, supported by positive operating cash flow of $172,178.
- Clear multi-pronged growth strategy: Management identifies three core growth drivers—testosterone and hormonal optimization, NAD+ and cellular health, and MODS Max platform licensing—supported by six pending patent applications and over 30 additional proprietary formulations.
- Capital plan to fund expansion: The company is raising $1.5 million via a Regulation A offering and plans an additional $5–$7.5 million financing tied to a potential major exchange uplist to support accelerated growth and infrastructure investments.
Negative
- Material weaknesses in internal control: Management concluded internal control over financial reporting was ineffective as of December 31, 2025, citing inadequate control environment, lack of formal policies, insufficient segregation of duties, and limited GAAP/SEC expertise.
- Microcap penny stock with thin liquidity: Shares trade on the OTC Pink Market, qualify as “penny stock,” and have limited and sporadic trading, which can depress valuation and make it difficult for shareholders to buy or sell at desired prices.
- Significant related-party dependence in 2025: The company purchased $2,665,950 of inventory and received advances from Ageless Holdings, LLC and other related entities, necessitating a formal separation to address perceived conflicts and establish arm’s‑length arrangements.
- Regulatory and market structure risks: Changes to Rule 15c2‑11 and FINRA practices around low-priced securities, as well as OTC Markets rules for shell companies, pose ongoing risks to quotation, liquidity, and compliance costs.
Insights
BioScience posts rapid growth and profits but still faces governance, control, and liquidity constraints typical of an early‑stage microcap.
BioScience Health Innovations delivered a sharp scale-up in 2025: revenue increased from $1,844,966 to $5,688,717 and net income rose to $642,090, with net margin improving to 11.3%. This reflects successful expansion across direct-to-consumer and wholesale channels and growing traction for its health and wellness portfolio built around the MODS Max delivery technology.
The balance sheet also improved, with total assets of $1,707,181, cash of $661,925, and working capital of $1,328,807 as of December 31, 2025. Operating cash flow turned positive at $172,178. However, operations still leaned heavily on related-party arrangements in 2025, including $2,665,950 of inventory purchases and advances from entities controlled by management, which the company is now unwinding via a formal separation from Ageless Holdings, LLC.
Strategically, management is pursuing a $1.5 million Regulation A raise and a further $5–$7.5 million uplist financing to fund growth in testosterone optimization, NAD+ and cellular health, and licensing of its MODS Max platform. At the same time, the company acknowledges material weaknesses in internal control over financial reporting and remains an illiquid OTC Pink “penny stock,” which can limit market access and raise execution risk. Subsequent filings and uplist efforts will be important for assessing how effectively BioScience strengthens governance, diversifies away from related parties, and scales its platform.
Key Figures
Key Terms
MODS Max financial
Regulation A regulatory
penny stock regulatory
internal control over financial reporting regulatory
reverse stock split financial
503A/503B compounding regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Mark One
For the fiscal year ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| 7374 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) |
(Address of principal executive offices)
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area code:
Securities registered pursuant to Section 12(b) of the Act:
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well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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| Large accelerated filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
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No
| Class | Outstanding as of March 27, 2025 | |
| Common Stock: $0.0001 par value |
The aggregate market value of the registrant’s
common stock held by non-affiliates on June 30, 2025, the last business day of the registrant’s most recently completed second quarter,
was $
TABLE OF CONTENTS
| PART I | |||
| ITEM 1 | Business | 1 | |
| ITEM 1A | Risk Factors | 1 | |
| ITEM 1B | Cybersecurity | 4 | |
| ITEM 2 | Properties | 4 | |
| ITEM 3 | Legal Proceedings | 4 | |
| ITEM 4 | Mine Safety Disclosures | 4 | |
| PART II | |||
| ITEM 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 | |
| ITEM 6 | Selected Financial Data | 5 | |
| ITEM 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 | |
| ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 12 | |
| ITEM 8 | Financial Statements and Supplementary Data | F-1 | |
| ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 13 | |
| ITEM 9A | Controls and Procedures | 13 | |
| ITEM 9B | Other Information | 14 | |
| ITEM 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 14 | |
| PART III | |||
| ITEM 10 | Directors, Executive Officers and Corporate Governance | 15 | |
| ITEM 11 | Executive Compensation | 16 | |
| ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16 | |
| ITEM 13 | Certain Relationships and Related Transactions, and Director Independence | 17 | |
| ITEM 14 | Principal Accountant Fees and Services | 17 | |
| PART IV | |||
| ITEM 15 | Exhibits | 19 | |
| ITEM 16 | Form 10-K Summary | 19 | |
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PART I
Item 1. Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business, the status of our current acquisition opportunity and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and our ability to locate sources of capital necessary to meet our business needs and objectives. All statements other than statements of historical facts contained in this Report, including statements that relate to our future financial performance, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” “should,” “intend,” “could,” “potential,” “is likely,” “plan,” “continue,” and similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
General Information
BioScience Health Innovations Inc. (“we,” “us,” “the Company”) was incorporated in the State of Nevada on July 8, 2019 with the name Nowtransit, Inc. and we changed our name to BioScience Health Innovations Inc. on February 21, 2025. We have a fiscal year end of December 31.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of our common stock could decline.
Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.
The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior to that of our current investors and, if convertible into shares of common stock, would also pose the risk of dilution.
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We may be unable to obtain necessary financing if and when required.
Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and lack of operations, the national and global economies and the condition of the market for microcap securities. Further, economic downturns including the recession we may be entering combined with high inflation and investor uncertainties may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.
Risks Related to Our Common Stock
Due to factors beyond our control, our stock price may be volatile.
There is currently a limited market for our common stock, and there can be no guarantee that an active market for our common stock will develop. As of December 31, 2025, there were only 53 record holders of our common stock, and trading is very limited and sporadic. Further, even if an active market for our common stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. We expect that the price of our common stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our common stock can be based on various factors in addition to those otherwise described in this Report, including:
| ● | The operating performance of the business, including any failure to achieve material revenues therefrom; |
| ● | The performance of our competitors in the marketplace; |
| ● | The public’s reaction to our press releases, SEC filings, website content and other public announcements and information; |
| ● | Variations in general economic conditions, including as may be caused by uncontrollable events; |
| ● | The public disclosure of the terms of any financing we disclose in the future; |
| ● | The number of shares of our common stock that are publicly traded in the future; |
| ● | Actions of our existing shareholders, including sales of common stock by our then directors and then executive officers or by significant investors; and |
Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.
Because trading in our common stock is so limited, investors who purchase our common stock may depress the market if they sell common stock.
Our common stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act. While we voluntarily file Forms 10-Q and 10-K with the SEC, we are a voluntary filer and not required to file reports with the SEC. Our common stock itself infrequently trades.
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The market price of our common stock may decline if a substantial number of shares of our common stock are sold at once or in large blocks.
Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price.
Future issuances of our common stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.
We may issue additional shares of our common stock in the future. The issuance of a substantial amount of our common stock or securities convertible, exercisable or exchangeable for our common stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent resale by the target company’s former equity holders in a business combination which received our common stock as consideration, or by investors who had previously acquired such common stock, could have an adverse effect on the market price of our common stock.
Because our common stock is subject to the “penny stock” rules, brokers cannot generally solicit the purchase of our common stock, which adversely affects its liquidity and market price.
The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTC Pink Market is presently less than $5.00 per share and therefore we are considered a “penny stock” company according to SEC rules. Further, we do not expect our stock price to rise above $5.00 in the foreseeable future. The “penny stock” designation requires any broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.
Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority (“FINRA”), a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares of penny stocks. The “penny stock” designation may have a depressive effect upon our common stock price.
Because of FINRA sales practice requirements which affect broker-dealers, the market price for our common stock will be adversely affected.
FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy shares of our common stock, which may limit our shareholders’ ability to buy and sell our common stock and have an adverse effect on the market for our shares. Further, due to FINRA regulation, there are a limited number of broker dealers which will handle penny stocks, which impairs the market and reduces the market price.
Due to changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our common stock may become subject to limitations or reductions on stock price, liquidity or volume.
On September 28, 2021, the SEC’s amendments to Rule 15c2-11 under the Exchange Act became effective. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. The amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.
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Upon the effective date of the Rule amendments, the OTC Markets has passed a rule that permits shell companies to trade for only 18 months after September 28, 2021. As a result, we will need to acquire an operating business within the prescribed timeframe in order for our common stock to continue to be quoted on the OTC Pink Market.
The Rule changes could harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our common stock at desired prices, quantities or times, or at all, as a result of the amendments to the Rule.
Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third-party to acquire us and could depress our stock price.
Our Board may issue, without a vote of our shareholders, one or more series of preferred stock that have voting rights, liquidation preferences, dividend rights and other rights that are superior to those of our common stock. Any issuance of preferred stock could adversely affect the rights of holders of our common stock in that such preferred stock could have priority over the common stock with respect to voting, dividend or liquidation rights. Further, because we can issue preferred stock having voting rights per share that are greater than the equivalent of one share of our common stock, our Board could issue preferred stock to investors who support us and our management and give effective control of our business to our management. Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common stock. This could make it more difficult for shareholders to sell their common stock and/or cause the market price of our common stock shares to drop significantly, even if our business is performing well.
Item 1B. Cybersecurity
Item 2. Properties
Our principal place of business is 14857 South Concord Park Drive, Bluffdale, UT 84065. On December 1, 2025, we entered a 15-month rental arrangement for our office and inventory space. We believe that these facilities are adequate for our current needs. We do not own any real estate.
Item 3. Legal Proceedings
We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is not listed on any securities exchange and is quoted on the OTC Pink Market under the symbol “NOTR.” Because our common stock is not listed on a securities exchange and its quotations on the OTC Pink Market are limited and sporadic, there is currently no established public trading market for our common stock.
The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscal years ended December 31, 2025 and 2024. This information was obtained from the OTC Pink Market and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| COMMON STOCK MARKET PRICE | ||||||||
| HIGH | LOW | |||||||
| FISCAL YEAR ENDED DECEMBER 31, 2025: | ||||||||
| First Quarter | $ | 4.00 | $ | 4.00 | ||||
| Second Quarter | $ | 4.00 | $ | 4.00 | ||||
| Third Quarter | $ | 4.00 | $ | 4.00 | ||||
| Fourth Quarter | $ | 4.00 | $ | 4.00 | ||||
| COMMON STOCK MARKET PRICE | ||||||||
| HIGH | LOW | |||||||
| FISCAL YEAR ENDED DECEMBER 31, 2024: | ||||||||
| First Quarter | $ | 9.01 | 9.01 | |||||
| Second Quarter | $ | 1.00 | 1.00 | |||||
| Third Quarter | $ | 1.00 | 1.00 | |||||
| Fourth Quarter | $ | 1.00 | 1.00 | |||||
Number of Holders
As of December 31, 2025, 10,979,058 shares of our common stock were issued and outstanding, which were held by 53 stockholders of record.
Stock Transfer Agent
Our stock transfer agent is Colonial Stock Transfer, 7840 S 700 E, Sandy, Utah 84070, (801) 355-5740, www.colonialstock.com.
Dividends
No cash dividends were paid on our shares of common stock during the years ended December 31, 2025 and 2024. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
We currently do not have any equity compensation plans.
Recent Sales of Unregistered Securities
During the year 2024, the Company issued 755,000 common shares for cash proceeds of $755,000.
Item 6. Selected Financial Data
Consistent with the rules applicable to “smaller reporting entities”, we have omitted the information required by Item 6.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described elsewhere in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
Overview
BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a health and wellness innovation company focused on mitochondrial health science, advanced peptide delivery, and metabolic care. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels in the health and wellness market. The Company’s mission is to help people live healthier, longer, and more vital lives through cellular optimization—what we describe as “affordable ground-zero natural health and wellness.”
The Company’s core technology—the MODS Max™ (Mineral Oxide Delivery System) process—is a patent-pending delivery system that enhances the bioavailability of nutritional supplements, peptides, and bioactive compounds by directing the user on the order and frequency to take the Company’s products to obtain the best result. Unlike conventional oral supplements that deliver 10–20% of their active ingredients, the MODS Max process achieves higher bioavailability by transiently opening tight junctions in mucosal membranes through controlled, microdose reactive oxygen species (ROS). The process is compatible with sublingual, oral, nasal, and topical delivery formats.
Fiscal Year 2025 Performance
At the completion of fiscal year 2025, the Company grew revenue strategically year over year, was once again profitable, and is positioned to scale further. Revenue for fiscal year 2025 was $5,688,717, representing a 208% increase over fiscal year 2024 revenue of $1,844,966. Net income for fiscal year 2025 was $642,090, a significant improvement over fiscal year 2024 net income of $87,000, with net margins expanding from 4.7% to 11.3%.
This growth was achieved by the Company expanding their revenue channels, including the direct-to-consumer channels and expansion of wholesale relationships, introducing several new products to the market, introducing the MODS Max process to customers and consumers, and focusing on marketing to grow demand for the Company’s differentiated product portfolio.
Infrastructure and Systems Investments
During the final two quarters of fiscal year 2025, the Company made significant investments of time and resources to upgrade its operational infrastructure in preparation for anticipated growth and the demands of operating as a public company on a major exchange.
The Company upgraded its consumer-facing website platforms to improve the direct-to-consumer shopping experience, enhance product education content, and support higher traffic volumes as the Company scales its marketing and distribution efforts. These improvements are designed to increase conversion rates, support new product launches, and provide a more professional digital presence aligned with the Company’s uplist objectives.
In addition, the Company migrated its accounting and financial reporting system to Oracle NetSuite, an enterprise-grade cloud-based ERP platform. The transition to NetSuite provides the Company with more robust financial controls, real-time reporting capabilities, and the scalability required to support multi-channel revenue operations. Management plans to begin implementing NetSuite’s integrated artificial intelligence tools during 2026, which are expected to enhance forecasting accuracy, automate routine financial processes, and provide data-driven insights to support strategic decision-making as the Company scales.
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Results Of Operations
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Our net income for the year ended December 31, 2025 was $642,090, compared to a net income of $87,000 during the year ended December 31, 2024. The Company has generated revenue of $5,688,717 and $1,844,966 with COGS of $2,448,000 and $536,078 during the year ended December 31, 2025 and 2024, respectively. The increase in revenue and COGS is due to overall Company growth. This growth was driven by increased product adoption across multiple sales channels, expanded wholesale partnerships, and continued growth in direct-to-consumer website sales. General and administrative expenses incurred were $2,206,495, during the year ended December 31, 2025, compared to $1,146,410 during the year ended December 31, 2024, and consulting expense of $315,171 and $75,478 was incurred during the year ended December 31, 2025 and 2024, respectively. Increases in costs were due to overall growth and increases in operational activity, including an increase in the Company’s research and development activities to expand product offerings, additional marketing activities to promote products and broaden sales channels, and an increase in employee count to support the growth in revenue and inventory activity during the year.
| Year | Revenue | Net Income | Net Margin | |||||||||
| 2024 | $ | 1,844,966 | $ | 87,000 | 4.7 | % | ||||||
| 2025 | $ | 5,688,717 | $ | 642,090 | 11.3 | % | ||||||
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025, our total assets were $1,707,181, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, right-of-use assets, deposits, and intangible assets.
Cash Flows from Operating Activities
For the year ended December 31, 2025, net cash flows provided by operating activities was $172,178, consisting of our net income of $642,090 offset by changes in operating activities of $469,912. For the year ended December 31, 2024, net cash flows used in operating activities was $23,188, consisting of our net income of $87,000 less net changes in operating activities of $63,812.
Cash Flows from Investing Activities
For the year ended December 31, 2025, $56,850 was used to purchase an intangible asset compared to $26,037 used to purchase an intangible asset for the year ended December 31, 2024.
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Cash Flows from Financing Activities
For the year ended December 31, 2025 net cash flows used by financing activities was $115,920, consisting of advances from related parties of $3,046,080, offset by repayments to related parties of $3,162,000. For the year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting of advances from related parties of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720
PLAN OF OPERATION AND FUNDING
The Company is pursuing a multi-phase capital strategy to support growth and prepare for a major exchange uplist. The Company is currently in the process of raising $1.5 million through a Regulation A (Reg A) offering filed with the Securities and Exchange Commission. Following the completion of the Reg A offering, the Company plans to pursue a major exchange uplist and raise an additional $5 million to $7.5 million in connection with the uplist to fund accelerated growth, expanded operations, and strategic initiatives. Management is evaluating a reverse stock split to streamline share structure for exchange compliance.
Operational Expansion — New Facilities
During the fourth quarter of 2025, the Company secured new office and shipping space at 14857 South Concord Park Drive, Bluffdale, Utah 84065. The Company prepaid rent for a 15-month term at this location, reflecting management’s confidence in the Company’s growth trajectory and its commitment to building the operational infrastructure necessary to support anticipated scaling activity across product lines. The new facility consolidates the Company’s administrative, fulfillment, and logistics operations into a single location designed to support higher order volumes, expanded inventory management, and improved shipping efficiency.
Q1 2026 — Preparation to Scale
During the first quarter of 2026, the Company has dedicated significant resources to preparing and solidifying its operations to scale, with particular emphasis on the MODS Max process, testosterone optimization products, and the continued buildout of the Company’s nutrition business.
On the testosterone front, management has been advancing formulation refinements, clinical documentation, and go-to-market strategies for NHTO/TPrime365 in preparation for broader commercialization. The nutrition segment—anchored by the MODS Max delivery process—has continued to grow through expanded product offerings and strengthened wholesale and direct-to-consumer relationships.
Management views Q1 2026 as a foundational quarter focused on building the systems, partnerships, and operational capacity required to accelerate growth across all three of the Company’s core value drivers in the second half of 2026 and beyond.
Three Core Growth and Value Drivers
Management has identified three core growth and value drivers for the Company, with the MODS Max™ delivery process serving as the enabling technology that is crucial to all three:
1. Testosterone and Hormonal Optimization
The Company’s NHTO/TPrime365 product represents a proprietary, non-injectable approach to testosterone optimization delivered via the MODS Max sublingual process. Clinical observations have demonstrated up to a 600% increase in total testosterone within 2–4 weeks. Without the MODS Max process’s ability to achieve 60–90% bioavailability through transient tight junction opening, this multi-compound sublingual formulation would not be commercially viable. The global testosterone replacement therapy market is valued at $2.13 billion in 2026, with the broader testosterone and supplements market approaching $4 billion.
2. NAD+ and Cellular Health
The Company’s validated, patent-pending NAD restoration approach depends entirely on the MODS Max delivery system to achieve bioavailability levels that conventional oral NAD supplements cannot match. The global NAD+ supplement market is valued at approximately $876 million in 2025, projected to reach $1.58 billion by 2035, while the broader NAD+ enhancer market (including therapeutics) is estimated at $5.59 billion, projected to reach $11.65 billion by 2030. For context, Niagen Bioscience (NAGE, formerly ChromaDex)—a single-molecule NAD+ company with approximately 90 patents focused solely on NAD+—carries a market capitalization of approximately $390–$812 million. Best 365 Labs has NAD+ formulations plus 29 additional formulations and a broader delivery process.
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3. Platform Licensing and Peptide Delivery
The MODS Max process itself—independent of any single product—represents a valuable drug delivery technology asset with significant licensing potential. The process’s ability to convert injection-only compounds (including GLP-1 therapeutics, peptides, and bioactive compounds) into oral and sublingual delivery formats positions it as a licensing candidate for pharmaceutical companies, compounding pharmacies, and supplement manufacturers.
Comparable transactions demonstrate the value of platform delivery technologies in the current market:
| ● | Merck / Cyprumed (April 2025): Merck paid up to $493 million for a non-exclusive license to Cyprumed’s oral peptide delivery platform—a comparable technology to MODS Max in the oral peptide delivery space. |
| ● | Thorne HealthTech (August 2023): L Catterton acquired Thorne HealthTech, a science-led supplement brand with DTC and healthcare channels, for $680 million in a take-private transaction. |
| ● | Platform Biotech Premium: According to Recon Strategy, platform-based biotech companies generate 5x more licensing deal value than non-platform peers ($748 million average vs. $136 million average). |
| ● | Industry Valuation Multiples: Supplement producers trade at 10.7x EV/EBITDA and 6.7x EV/Revenue; compound pharmacies trade at 11.1x EV/EBITDA and 6.6x EV/Revenue. |
Based on these comparables and the breadth of the Company’s 30-formulation portfolio spanning four therapeutic categories, management’s internal valuation analysis estimates the MODS Max patent portfolio value at $50 million to $1 billion or more across three scenarios: (i) a base case treating the Company as a nutraceutical company with proprietary formulations ($50M–$150M); (ii) a platform licensing scenario valuing MODS Max as a drug delivery technology ($150M–$500M); and (iii) a full-platform scenario incorporating GLP-1 commercialization and multiple licensing partnerships ($500M–$1B+).
MODS Max is the common thread across all three value drivers. Without it, the Company’s testosterone formulations lack the bioavailability needed for sublingual delivery, the NAD approach loses its competitive differentiation, and the platform licensing opportunity does not exist. Management believes this integrated platform model—one core technology enabling multiple high-value verticals—is the Company’s primary competitive advantage and the foundation for long-term stakeholder value creation.
The Living Chip — Education and Market Development
The Company, in collaboration with its medical director, Steve Warren, is preparing to release a book titled “The Living Chip.” The publication is intended to educate consumers, healthcare practitioners, and the broader market on the Company’s “ground-zero” approach to cellular health—the concept that optimizing health at the mitochondrial and cellular level is the foundation for addressing chronic disease, aging, and metabolic dysfunction.
The Living Chip will explain the science behind the MODS Max advanced delivery system and how it enhances the bioavailability of peptides, NAD precursors, testosterone compounds, and other bioactive ingredients that are otherwise poorly absorbed through conventional oral supplementation. Management believes the book will serve as a meaningful market development tool, building consumer awareness and clinical credibility, while supporting the Company’s positioning as a science-driven innovator in the health and wellness industry.
Pharmacy Partnerships for Controlled Scaling
During the first quarter of 2026, management has actively begun evaluating and pursuing key pharmacy partnerships to scale the MODS Max process—and specifically the Company’s testosterone and peptide formulations—in a controlled manner designed to enhance stakeholder value.
Rather than pursuing rapid, undifferentiated distribution, the Company’s strategy is to identify pharmacy partners with established compliance infrastructure, clinical relationships, and compounding capabilities that align with the Company’s quality and regulatory standards. This controlled approach is intended to protect the integrity of the MODS Max brand, maintain pricing discipline, and build sustainable, recurring revenue relationships with high-quality distribution partners.
Management believes that pharmacy partnerships represent a significant near-term revenue opportunity and a key channel for scaling the MODS Max process beyond the Company’s existing direct-to-consumer and wholesale channels.
Medical Advisory and Market Opportunity Identification
Management has been actively working with the Company’s medical advisors to identify and refine market opportunities and specific areas where the Company’s MODS Max process and formulation portfolio can create meaningful disruption. This collaborative effort between management and the Company’s clinical team is focused on evaluating emerging therapeutic categories, assessing unmet consumer needs in the health and wellness space, and prioritizing formulation development and commercialization strategies that align with the Company’s core competencies in advanced delivery, cellular optimization, and metabolic health.
Management believes this disciplined, science-informed approach to market opportunity identification—guided by medical expertise rather than trend-chasing—positions the Company to enter new verticals with differentiated products and defensible competitive advantages.
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Separation from Ageless Holdings, LLC
The Company is currently undertaking a formal separation from the related party Ageless Holdings, LLC. Ageless Holdings, LLC is 90% owned by the Company’s Chief Executive Officer, Darren Lopez, and had previously served as the Company’s supply chain and compounding partner. Ageless Holdings, LLC has made arrangements to divest all of its ownership interest in the Company as part of this separation process.
The parties are currently finalizing a settlement agreement, and both the Company and Ageless Holdings, LLC are confident that the terms will be completed on mutually agreeable terms. The settlement is expected to include the transfer of work-in-process (“WIP”) inventory to the Company, along with the issuance of preferred shares to Darren Lopez, the Company’s Chief Executive Officer, in consideration for research and development contributions and over 30 additional proprietary formulations that Best 365 Labs has not yet commercialized. These formulations—spanning peptide delivery, hormonal optimization, longevity protocols, and metabolic health—represent significant future revenue potential and tie directly into the current regulatory environment following the February 2026 announcement by United States Health and Human Services (“HHS”) Secretary Robert F. Kennedy Jr. regarding the reclassification of approximately 14 Category 2 peptides back to Category 1, which would enable 503A/503B compounding of these compounds.
The separation was undertaken to eliminate perceived conflicts of interest, establish arm’s-length business relationships, and position the Company for the heightened corporate governance and transparency standards required for a Reg A offering and major exchange listing.
Amazon Distribution Pivot
In November of 2025 the Company began discussing a termination of convenience with Epic Global, the customer that sells the Company’s products on Amazon, and began negotiating a strategic partnership with Rebelution, a full-service e-commerce agency and operational infrastructure provider powered by Growvana, to lead the Company’s Amazon operations. Rebelution manages more than 2 million ASINs with AI-driven technology that helps brands scale across Amazon, Walmart, and Target.
Under this proposed partnership, Rebelution and Growvana would lead the Company’s Amazon operations, including marketplace strategy, product detail page optimization, brand storefront experiences, and conversion-focused content execution. Growvana’s platform infrastructure drives operational scalability and retail channel strategy. The engagement represents a comprehensive modernization of the Company’s Amazon commercialization approach, structured to deliver institutional-grade execution aligned with the demands of public-company standards.
“We are excited for what Rebelution and Growvana can help us accomplish through their Amazon prowess and AI-driven technology. They are the option we have been looking for on the Amazon front, and gaining traction and education on the numerous innovations we have and are releasing. Our breakthroughs in NAD optimization and total cellular health—powered by MODS Max—have opened up what we call affordable ground-zero natural health and wellness, and this partnership gives us the infrastructure to bring those innovations to millions of consumers who deserve access to real science-backed solutions.”
— Darren Lopez, CEO, Best 365 Labs / BioScience Health Innovations (OTC: BHIC)
Testosterone Market Disruption
A core component of the Company’s strategy is to disrupt the testosterone marketplace. The global testosterone replacement therapy (TRT) market is valued at $2.13 billion in 2026, projected to reach $2.57 billion by 2031 (3.9% CAGR), with the broader testosterone market, including supplements, approaching $4 billion. The U.S. hormone replacement market is $16.6 billion, projected to reach $30.8 billion by 2035.
The Company has been executing this strategy through its flagship product, NHTO (also marketed as TPrime365), a proprietary 4-in-1 sublingual testosterone formula combining enclomiphene and boron via the MODS Max delivery process. Clinical observations have demonstrated up to a 600% increase in total testosterone and doubled free testosterone levels within 2–4 weeks of use—results that demonstrate the MODS Max process functions as a synergistic enabler for multi-component therapeutic formulations, not merely a bioavailability enhancer.
To date, there have been over 5,000 patient-uses of MODS Max formulations with zero serious adverse events reported. The Company’s approach to testosterone optimization is differentiated by its non-injectable sublingual delivery, its compound formulation strategy, and its affordability relative to traditional TRT protocols—positioning Best 365 Labs as a disruptive participant in a large and growing market.
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NAD Approach Validation and Market Opportunity
The Company and its medical director believe they have validated a unique and patent-pending approach to NAD (nicotinamide adenine dinucleotide) restoration through the MODS Max delivery process. NAD is a critical coenzyme involved in cellular energy production, DNA repair, and metabolic function. Scientific research has increasingly identified the natural decline in NAD levels as a root driver of aging and age-related metabolic disorders.
The Company’s NAD formulations—delivered sublingually via MODS Max—achieve significantly enhanced bioavailability compared to conventional oral NAD supplements, which are largely degraded in the digestive tract. This approach represents a meaningful advancement over existing products in the market.
The NAD market represents a significant growth opportunity:
| ● | Global NAD+ Supplement Market: Valued at approximately $876 million in 2025, projected to reach $1.58 billion by 2035 (6.1% CAGR). |
| ● | Global NAD+ Enhancer Market (Including Therapeutics): Estimated at $5.59 billion in 2025, projected to reach $11.65 billion by 2030 (15.8% CAGR). |
| ● | Comparable Company: Niagen Bioscience (NAGE, formerly ChromaDex), a single-molecule NAD+ company, carries a market capitalization of approximately $390–$812 million with roughly 90 patents focused solely on NAD+. By contrast, Best 365 Labs has NAD+ formulations plus 29 additional formulations and a broader delivery platform. |
The Company’s validated NAD approach, combined with the MODS Max delivery advantage, positions Best 365 Labs to capture meaningful share in this rapidly expanding category.
Intellectual Property
The Company continued to strengthen its intellectual property position throughout 2025 and plans to continue this effort through 2026. As of the date of this filing, the Company has six patent applications pending with the U.S. Patent and Trademark Office and internationally, covering the MODS Max delivery process, oral methylene blue stabilization, catalytic compound blends, and nutritional supplement compositions. All applications were prepared by Thorpe North and Western.
In addition, the proposed settlement with Ageless Holdings, LLC is expected to provide the Company with rights to over 30 proprietary formulations spanning peptide delivery, GLP-1 therapeutics, hormonal optimization, and longevity protocols. These formulations—which have not yet been commercialized—represent a deep pipeline of future products protected by the Company’s patent-pending process technology and trade secret manufacturing know-how.
Management believes the combination of patent filings, trade secret manufacturing protections, and the breadth of the formulation portfolio creates a layered IP moat that is difficult for competitors to replicate.
Peptide Reclassification
On February 27, 2026, HHS Secretary Robert F. Kennedy Jr. announced that approximately 14 of 19 Category 2 peptides would be moved back to Category 1, enabling 503A/503B compounding. This development, if formally enacted by the FDA, would directly unlock commercial pathways for at least 9 MODS Max formulations containing BPC-157, TB-500, ipamorelin, CJC-1295, GHK-Cu, MOTS-C, kisspeptin, and epitalon. Official FDA publication of the updated list is pending. This announcement is directly relevant to the 30+ formulations acquired through the Ageless Holdings settlement, many of which contain these peptides.
GLP-1 Oral Delivery
The Company’s proprietary oral delivery system offers a compliant pathway for GLP-1 compound delivery under FDA guidelines by introducing a distinct dosage form that is not “essentially a copy” of existing injectable therapies. The Company is pursuing dual commercialization strategies: (1) immediate compounding opportunities under Section 503A, and (2) the FDA 505(b)(2) approval pathway to leverage existing safety and efficacy data for broader market access.
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Patent Pending Product Overview and Update
New U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024
New International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024
New U.S. Non-Provisional Patent Application No.18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024
New International Patent Application No.PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024.
New U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024
New U.S. Non-Provisional Patent Application No.19/371,824 for TREATMENTS USING METHYLTHIONINIUM SALT, LIQUID MINERAL BLENDS, AND/OR SECONDARY PHYSIOLOGICALLYACTIVE COMPOUNDS WITH PHYSIOLOGICAL THERAPIES, filed on 10/28/2025
New U.S. Non-Provisional Patent Application No.19/173,875 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 4/9/2025
New U.S. Provisional Patent Application No.PCT/US26/13809 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/4/2026
The above-referenced provisional patent applications were filed in the United States Patent and Trademark Office (“Patent Office”). These were filed for the company by law firm, Thorpe North and Western.
We believe that there are multiple potential patents within this offering. Leadership is exploring potential partnerships and strategic alliances to monetize and capitalize for the stakeholder.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the year ended December 31, 2025, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
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Item 8. Financial Statements and Supplementary Data
| Report of Independent Registered Public Accounting Firm (PCAOB ID: | F-2 | |
| Consolidated Balance Sheets | F-3 | |
| Consolidated Statements of Operations | F-4 | |
| Consolidated Statements of Stockholders’ Equity (Deficit) | F-5 | |
| Consolidated Statements of Cash Flows | F-6 | |
| Notes to the Consolidated Financial Statements | F-7 |
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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
BioScience Health Innovations Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of BioScience Health Innovations Inc. as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of BioScience Health Innovations Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to BioScience Health Innovations Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. BioScience Health Innovations Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters
/s/
We have served as BioScience Health Innovations Inc.’s auditor since 2022.
March 30, 2026
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BIOSCIENCE HEALTH INNOVATIONS INC.
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expense and other current assets | ||||||||
| Overpayment to related parties | ||||||||
| Deferred tax asset | ||||||||
| Total current assets | ||||||||
| Other Assets | ||||||||
| Intangible assets | ||||||||
| Deposits | ||||||||
| Right-of-use asset | ||||||||
| Total other assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Income tax payable | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock: $0.0001 par value, 5,000,000 shares authorized; | - | - | ||||||
| Series A Convertible Preferred Stock, 1,000,000 designated, | ||||||||
| Common stock: $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated earnings (deficit) | ( | ) | ||||||
| Total stockholders’ equity (deficit) | ||||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
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BIOSCIENCE HEALTH INNOVATIONS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Gross Profit | ||||||||
| Operating Expenses: | ||||||||
| General and administrative expenses | ||||||||
| Consulting fees | ||||||||
| Total Operating Expenses | ||||||||
| Income (Loss) from Operations | ||||||||
| Income tax expense | ||||||||
| Net Income (Loss) | $ | $ | ||||||
| Net income (loss) per common share - basic | $ | $ | ||||||
| Net income (loss) per common share - diluted | $ | $ | ||||||
| Weighted average common shares outstanding - basic | ||||||||
| Weighted average common shares outstanding - diluted | ||||||||
See accompanying notes to the consolidated financial statements.
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BIOSCIENCE HEALTH INNOVATIONS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Series A Convertible | Additional | Accumulated | ||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Earnings | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | (Deficit) | Total | ||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common shares issued for cash | - | |||||||||||||||||||||||||||
| Net loss | - | - | ||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
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BIOSCIENCE HEALTH INNOVATIONS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net Income (Loss) | $ | $ | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Lease cost, net of repayments | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Deferred tax | ( | ) | ||||||
| Accrued expenses | ||||||||
| Accounts payable | ( | ) | ||||||
| Deposits | ( | ) | ||||||
| Income tax payable | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Net Cash Provided by Operating Activities | ||||||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Advances from related parties | ||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||
| Proceeds from the sale of common stock | ||||||||
| Net Cash Provided by Financing Activities | ( | ) | ||||||
| Net Increase in Cash | ( | ) | ||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
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BIOSCIENCE HEALTH INNOVATIONS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2025 and 2024
NOTE 1: ORGANIZATION
BioScience Health Innovations Inc. (the “Company”, “us”, “we”) was incorporated in the State of Nevada on July 8, 2019 with the name Nowtransit, Inc. and we changed our name to BioScience Health Innovations Inc. on February 21, 2025. Through March 10, 2023 we had no operations and had not generated any material revenues. Effective March 10, 2023, we closed on a Share Exchange Agreement with Best 365 Labs Inc. (“Best”), a Nevada corporation, wherein we acquired all of the shares of Best and Best became a wholly owned subsidiary of the Company.
Best was incorporated on October 12, 2021 in the State of Nevada. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels in the health and wellness market.
NOTE 2: LIQUIDITY
The consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, which assumes that the Company’s management will evaluate whether it will be able to meet its obligations and continue its operations in the normal course of business.
The Company had net income of
$
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses. Actual results could differ from those estimates.
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Segment Reporting
The Company operates as a single operating and reportable segment as a retailer selling mental health and general wellness products. Our Chief Executive Officer, who serves as our Chief Operating Decision Maker (“CODM”), evaluates the Company’s financial performance and make resource allocation decisions considering our one geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being held for investment purposes. As of December 31, 2025 and 2024, the Company had no cash equivalents.
The Company maintains three accounts
at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $
Accounts Receivable and Allowance for Doubtful Accounts
The Company reviews accounts receivable
periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and
considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability.
Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. As of December
31, 2025, 2024, and 2023 the Company had accounts receivable of $
Inventory
The Company’s inventory is recognized
in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the
first-in, first-out method) or net realizable value for valuing inventories. As of December 31, 2025 and 2024 the Company had $
Income Taxes
The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.
The provision for income taxes at the
expected combined effective tax rate of approximately
| 12/31/2025 | 12/31/2024 | |||||||
| Tax at statutory rate | $ | $ | ||||||
| Accrued consulting expenses | ( | ) | ( | ) | ||||
| Net operating loss carryforward | ( | ) | ||||||
| Change in valuation allowance | ( | ) | ||||||
| Tax Provision | $ | $ | ||||||
F-8
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Deferred income assets on December 31, 2025 and 2024 consisted of the following temporary differences and Carry-forward items:
| 12/31/2025 | 12/31/2024 | |||||||
| Net Operating Loss Carryforwards | $ | $ | ||||||
| Accrued consulting expenses | ||||||||
| Valuation allowance | ( | ) | ||||||
| Net Deferred tax asset | $ | $ | ||||||
The Company has maintained a full valuation allowance against the total deferred tax assets due to the uncertainty of future utilization.
As of December 31, 2025 and 2024, the
Company had net federal and state net operating loss carry forwards of $
Revenue Recognition
The Company’s revenue is recognized
in accordance with Accounting Standards Codification 606 and sells products in the immune health supplement market. The Company’s
performance obligation is to deliver product to customers therefore revenue is recognized once delivery occurs. Customers will remit payment
at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As
of December 31, 2025, 2024, and 2023 deferred revenue was $
Advertising Costs
Advertising costs are expensed as incurred.
During the year ended December 31, 2025 and 2024, the Company incurred advertising costs of $
Research and Development
The Company charges research and development
costs to expense when incurred. During the year ended December 31, 2025 and 2024, the Company incurred $
Intangible Assets
The Company accounts for its intangible
assets in accordance with ASC 350. Costs incurred to renew or extend the term of intangible assets are expensed as incurred. As of December
31, 2025, the Company had incurred $
As of December 31, 2025 the Company’s patent applications include the following:
Patent Pending Product Overview and Update
New U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024
New International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024
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New U.S. Non-Provisional Patent Application No.18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024
New International Patent Application No.PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024.
New U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024
New U.S. Non-Provisional Patent Application No.19/371,824 for TREATMENTS USING METHYLTHIONINIUM SALT, LIQUID MINERAL BLENDS, AND/OR SECONDARY PHYSIOLOGICALLYACTIVE COMPOUNDS WITH PHYSIOLOGICAL THERAPIES, filed on 10/28/2025
New U.S. Non-Provisional Patent Application No.19/173,875 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 4/9/2025
New U.S. Provisional Patent Application No.PCT/US26/13809 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/4/2026
Impairment of Long-Lived Assets
The Company applies the provisions of ASC 360, where applicable, to all long-lived assets and periodically evaluates the carrying value of long-lived assets to be held and used for impairment. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the year ended December 31, 2025 and 2024, the Company recorded no impairment expense for their long-lived assets.
Leases
The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company’s leases is not readily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.
The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
On December 1, 2025, we entered a 15-month
rental arrangement for our office and inventory space, at which time we paid for the lease in full with a single payment of $
Net Income (Loss) per Common Share
Net income (loss) per common share
is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially
dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable
through contingent share arrangements, preferred stock conversions, stock options and warrants. As of December 31, 2025 and 2024 there
were dilutive securities of
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Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.
NOTE 4: RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.
During the year ended December 31,
2025 the Company purchased $
During the year ended December 31,
2024 the Company purchased $
NOTE 5: EQUITY
Common Stock
The Company has
During the year ended December 31, 2025, the Company did not issue any common or preferred shares.
On September 10, 2025, the Company
filed a change in the articles of incorporation and increased the voting common stock from
During the year ended December 31,
2024, the Company issued
As of December 31, 2025 and December
31, 2024, the Company had
Preferred Stock
On October 19, 2021, the Company filed
a Certificate of Amendment to its Articles of Incorporation authorizing up to
During the year ended December 31,
2025 and 2024 there were no issuances of preferred stock. As of December 31, 2025 and 2024, the Company had
NOTE 6: SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date through March 30, 2026, the date when the financial statements were available to be issued, to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed other than those described below.
Subsequent to December 31, 2025, the
Company received $
After the Company filed a Form 1-A,
regulation A offering statement, the Company started receiving funds from investors in March of 2026. As of March 30, 2026, the Company
has received $
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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and our principal financial officer carried out an evaluation required by Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (“COSO”).
Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of December 31, 2025, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the material weaknesses described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, the Company’s management determined that there were control deficiencies resulting in the following material weaknesses.
| 1. | The Company has an inadequate control environment. Specifically, there are no risk assessment, information or communication, or monitoring processes in place. Additionally, corporate governance is inadequate as a result of limited resources and oversight and the Company lacks policies that require formal written approval for related party transactions. | |
| 2. | The Company has inadequate control activities or formal accounting policies and procedures. Specifically, the Company lacks segregation of duties or adequate levels of supervision and review, there is a lack of information technology controls, and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements. |
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Accordingly, the Company’s management concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by COSO. We plan to rectify these weaknesses by implementing an independent Board of Directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we have sufficient funding to do so.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2025, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Directors and Executive Officers
The name, address and position of our present officers and directors are set forth below:
| Name and Address of Executive Officer and/or Director |
Age | Position | ||
| Darren Lopez 14857 South Concord Park Drive Bluffdale, UT 84065 |
49 | CEO, Chairman of the Board, and President | ||
| John Chymboryk 14857 South Concord Park Drive Bluffdale, UT 84065 |
71 | Chief Financial Officer and Director | ||
| Dan Schmidt 14857 South Concord Park Drive Bluffdale, UT 84065 |
61 | Chief Technology Officer | ||
| Justin Earl 2825 East Cottonwood Parkway Suite 500 - #5130 Salt Lake City, UT 84121 |
50 | Director |
Election of Directors and Officers
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.
Audit Committee
We do not have any committees of the Board as we only have three directors. Our Board acts as the Company’s Audit Committee as required.
Director Independence
We use the definition of “independence” of The Nasdaq Stock Market to make the determination of director independence. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under such definitions, Justin Earl is considered an independent director.
Board Leadership Structure
We have chosen to combine the President and Board Chairman positions.
Code of Ethics
Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees.
Delinquent Section 16(a) Reports
The Company does not have a class of equity securities registered pursuant to Section 12 of the Exchange Act; therefore, this Item is not applicable.
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Item 11. Executive Compensation
Compensation of Executive Officers
The Company has paid the following compensation to its current or prior executive officers for the fiscal years ended December 31, 2025 and December 31, 2024:
| Year Ended December 31, | ||||||||
| Officer | 2025 | 2024 | ||||||
| Darren Lopez, CEO, Chairman of the Board, and President | $ | 188,000 | $ | 120,000 | ||||
| John Chymboryk, Chief Financial Officer | $ | 166,900 | $ | 70,400 | ||||
| Dan Schmidt, Chief Technology Officer and Director | $ | 170,300 | $ | 119,653 | ||||
| Justin Earl, Director | $ | - | $ | - | ||||
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2025, none of our named executive officers held any unexercised options, stock awards that have not vested, or other equity incentive plan awards.
Director Compensation
To date, we have not paid our directors any compensation for services on our Board.
Employment Agreements
There are no current employment agreements between the Company and, its officers, or other persons.
Equity Compensation Plan Information
There are no securities authorized for issuance under equity incentive plans, stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers, directors or employees.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table shows the beneficial ownership of our common stock as of December 31 2025, held by (i) each person known to us to be the beneficial owner of more than five percent (5%) of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held.
| Name of Beneficial Owner | Shares of Common Stock Beneficially Owned (1) | % of Shares of Common Stock Beneficially Owned (1) | ||||||
| Ageless Holdings LLC – 3936 West Sugar Beet Dr, West Valley, UT 84120 | 1,799,063 | 16.39 | % | |||||
| Darren Lopez, CEO, Chairman of the Board, and President – 14857 South Concord Park Drive, Bluffdale, UT 84065 | 2,908,751 | 26.49 | % | |||||
| Dan Schmidt, Chief Technology Officer – 14857 South Concord Park Drive, Bluffdale, UT 84065 | 1,000,000 | 9.11 | % | |||||
| Justin Earl, Director – 2825 E Cottonwood Parkway, Suite 500, SLC, UT 84121 | 700,000 | 6.38 | % | |||||
| John Chymboryk, Chief Financial Officer – 14857 South Concord Park Drive, Bluffdale, UT 84065 | 443,750 | 4.04 | % | |||||
| (1) | Applicable percentages are based on 10,979,058 shares of common stock outstanding as of December 31, 2025. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. | |
| (2) | Amount here includes 1,109,688 shares held by Mr. Lopez as an individual and 1,799,063 shares held by Ageless Holdings LLC, which Mr. Lopez owns and controls. |
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.
During the year ended December 31, 2025 the Company purchased $2,665,950 worth of inventory from Ageless Holdings, LLC (“Holdings”), entities owned and controlled by the Company’s members of management and board of directors. Additionally, the Company received $380,130 worth of advances from Holdings and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and services received and the Company paid back $3,162,000 of the advances which included an overpayment of $137,717 as of December 31, 2025.
During the year ended December 31, 2024 the Company purchased $444,785 worth of inventory from Holdings and the Company received $518,063 worth of advances from Holdings and Global and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and the Company paid back $1,071,720 of the advances, which included an overpayment of $21,798 as of December 31,2024.
Item 14. Principal Accountant Fees and Services
The following table shows the fees paid to our principal accountant for the fiscal years ended December 31, 2025 and 2024.
| Fiscal Year Ended December 31, 2025 | Fiscal Year Ended December 31, 2024 | |||||||
| Audit Fees (1) | $ | 54,750 | $ | 48,000 | ||||
| Audit Related Fees (2) | - | - | ||||||
| Tax Fees (3) | - | - | ||||||
| All Other Fees (4) | 3,250 | - | ||||||
| Total | $ | 58,000 | $ | 48,000 | ||||
| (1) | Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the SEC. |
| (2) | Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees. |
| (3) | Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters. |
| (4) | All Other Fees consist of the aggregate fees billed for products and services provided and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees are fees for services rendered in connection with any private and public offerings or registration statements conducted during such periods. |
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the year 2024, the Company issued 755,000 common shares for cash proceeds of $755,000.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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PART IV
Item 15. Exhibits
Exhibits:
| Exhibit # | Exhibit Description | Incorporated By Reference | Filed or Furnished Herewith | |||||||
| Form | Date | Number | ||||||||
| 3.1(a) | Articles of Incorporation | S-1 | 11/4/2019 | 3.1 | ||||||
| 3.1(b) | Amendment to Articles of Incorporation | 10-K | 11/26/2021 | 3.1(B) | ||||||
| 3.2 | Bylaws | S-1 | 11/4/2019 | 3.2 | ||||||
| 3.3 | Certificate of Designation of Series A Convertible Preferred Stock | 10-K | 11/26/2021 | 3.3 | ||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | Filed | ||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | Filed | ||||||||
| 32.1 | Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | Filed | ||||||||
| 32.2 | Certification of Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | Filed | ||||||||
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T | Filed | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed | ||||||||
Item 16. Form 10-K Summary
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bioscience Health Innovations Inc. | ||
| Dated: March 30, 2026 | By: | /s/ Darren Lopez |
| Darren Lopez | ||
| Chief Executive Officer, Chairman of the Board, and President | ||
| (Principal Executive Officer) | ||
| Dated: March 30, 2026 | By: | /s/ John Chymboryk |
| John Chymboryk | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Darren Lopez | Principal Executive Officer | March 30, 2026 | ||
| Darren Lopez |
20