[8-K] BioScience Health Innovations, Inc. Reports Material Event

Rhea-AI Filing Summary

BioScience Health Innovations, Inc. effected a reverse stock split, consolidating every 4 shares of common stock into 1 share, effective September 10, 2025. The Board approved the action under Nevada law, and a majority of shares entitled to vote approved it by written consent.

The company states the reverse split does not affect stockholder rights, and no other amendments were made to the certificate of incorporation. A certificate of amendment was filed with the Nevada Secretary of State.

Insights

Corporate actions analyst

Routine 1-for-4 reverse split; governance-approved, neutral impact.

BioScience Health Innovations implemented a 1-for-4 reverse split effective September 10, 2025. Reverse splits reduce the number of outstanding shares while proportionally adjusting share counts per holder, leaving ownership percentages unchanged.

The filing notes Board approval under Nevada statute and majority stockholder written consent, with no change to stockholder rights and no other charter amendments. Market effects, if any, depend on subsequent trading and disclosures; this action alone is administrative.

false --12-31 0001784440 0001784440 2025-09-10 2025-09-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2025

BioScience Health Innovations, Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-234487		98-1498782
(State of Incorporation)		(Commission File Number)		(IRS Employer ID No.)

2722 S West Temple
Salt Lake City, UT 84115

(Address of Principal Executive Offices)

(801) 949-0791

(Registrant's Telephone Number including Area Code)

NOWTRANSIT INC.

(Former name or address, if changed since last report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None

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

Emerging growth company ☒

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

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On September 10, 2025, BioScience Health Innovations, Inc. (the “Company”) amended its Restated Certificate of Incorporation (the “Certificate of Incorporation”), to effect a reverse split of the Company’s common stock on the basis that 4 (four) such shares of common stock shall become 1 (one) share of common stock. The Reverse Split became effective on September 10, 2025.

The Board of Directors of the Company (the “Board”) approved the Reverse Split pursuant to Section 78.390 of the Nevada Revised Statutes. The Reverse Split does not affect the rights of the Company’s stockholders, and there were no other changes to the Certificate of Incorporation. A copy of the certificate of amendment to the Restated Certificate of Incorporation filed with the Secretary of State of the State of Nevada to affect the Reverse Split is filed as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Reverse Split of the Company’s Common shares was approved by the written consent of a majority of the shares of the Company entitled to vote on the Reverse Split.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

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

	BioScience Health Innovations, Inc.
	a Nevada corporation
Date: October 16, 2025	By:	/s/ Darren Lopez
	Name:	Darren Lopez
	Title:	Chief Executive Officer

2

FAQ

What did BHIC change in this filing?

The company effected a 1-for-4 reverse stock split of its common stock, effective September 10, 2025.

When did BHIC’s reverse split take effect?

It became effective on September 10, 2025.

How was the BHIC reverse split approved?

It was approved by the Board of Directors and by the written consent of a majority of shares entitled to vote.

Does the reverse split change stockholder rights at BHIC?

No. The company states the reverse split does not affect stockholder rights.

Were there other changes to BHIC’s charter?

No. The filing states there were no other changes to the certificate of incorporation.

Was a formal document filed for the BHIC reverse split?

Yes. A certificate of amendment was filed with the Nevada Secretary of State and attached as Exhibit 3.1.