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2025-09-10
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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) |
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 |
