[D] BIOHARVEST SCIENCES INC. SEC Filing

Rhea-AI Filing Summary

BioHarvest Sciences Inc. filed a Form D reporting a Regulation D, Rule 506(b) exempt equity offering with total proceeds of $401,348, all of which have been sold and $0 remaining. The notice shows the first sale occurred on 2025-09-19 and reports 2 total investors, with a stated $0 in sales commissions and finders' fees. The issuer is a corporation organized in British Columbia, Canada and identifies multiple executive officers and directors at its Vancouver address. The offering was not conducted as part of a business combination, the issuer does not intend the offering to last more than one year, and no proceeds are disclosed as paid to officers, directors, or promoters.

Positive

• $401,348 raised under Rule 506(b) demonstrates successful private capital placement
• $0 in sales commissions and finders' fees preserves more capital for company use
• $0 of proceeds paid to officers/directors indicates no insider payouts disclosed

Negative

• Small total offering size ($401,348) may be insufficient for major operational expansion
• Only 2 investors participated, suggesting limited investor breadth for this round

Insights

Capital Markets Analyst

Small private equity raise of $401,348 under Rule 506(b).

The Form D shows a completed exempt equity offering for $401,348 with 2 investors under Rule 506(b), meaning general solicitation was not used and the issuer relied on a traditional private placement exemption.

Because the total proceeds are modest, the immediate market and liquidity impact is limited; however, the filing documents the capital legally available to the company following the 2025-09-19 first sale.

Corporate Governance Expert

Disclosure shows no insider payments and no sales commissions.

The filing reports $0 used to pay executive officers, directors, or promoters and $0 in commissions or finders' fees, which indicates proceeds were not allocated to listed insiders or intermediaries per this notice.

The Form D lists multiple named officers and directors at the issuer's Vancouver address, providing clear contact points for regulatory or investor inquiries.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001723464

CANNA-V-CELL SCIENCES INC.

Midnight Star Ventures Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

BIOHARVEST SCIENCES INC.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BIOHARVEST SCIENCES INC.
Street Address 1		Street Address 2
1140 - 625 HOWE STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2T6	6046221186

3. Related Persons

Last Name	First Name	Middle Name
Ryan	David	K
Street Address 1	Street Address 2
19838 43RD AVE
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V3A6R4

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rakib	Zaki
Street Address 1	Street Address 2
1140 - 625 HOWE STREET
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 2T6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tsur	David
Street Address 1	Street Address 2
1140 - 625 Howe Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 2T6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rakib	Vivien
Street Address 1	Street Address 2
12/76 Levi Eshkol
City	State/Province/Country	ZIP/PostalCode
Tel Aviv	ISRAEL	6936161

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hagay	Yochi
Street Address 1	Street Address 2
3 Pekeris St
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	76702

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fiddick	Jake
Street Address 1	Street Address 2
4372 Greta St
City	State/Province/Country	ZIP/PostalCode
Burnaby	BRITISH COLUMBIA, CANADA	V5J1N8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sobel	Ilan
Street Address 1	Street Address 2
3 Pekeris
City	State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL	7670203

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cornblatt	Brian
Street Address 1	Street Address 2
1140 - 625 Howe Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 2T6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Belzer	Ilana
Street Address 1	Street Address 2
1140 - 625 HOWE STREET
City	State/Province/Country	ZIP/PostalCode
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 2T6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dichter	Bar
Street Address 1	Street Address 2
1140 - 625 Howe Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C2T6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Azachi	Malkit
Street Address 1	Street Address 2
1140 - 625
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C 2T6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sapir	Michal
Street Address 1	Street Address 2
1140 - 625 Howe Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C2T6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Turner	Jared
Street Address 1	Street Address 2
1140 - 625 Howe St
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C2T6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Binder	Anne
Street Address 1	Street Address 2
1140 - 625 Howe Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C2T6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Malka	Sharon
Street Address 1	Street Address 2
1140 - 625 Howe Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6C2T6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-19				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$401,348	USD	or Indefinite
Total Amount Sold	$401,348	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BIOHARVEST SCIENCES INC.	David Ryan	David Ryan	VP Investor Relations	2025-10-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did BioHarvest Sciences (BHST) report on Form D?

BioHarvest reported a Rule 506(b) exempt equity offering totaling $401,348, with the first sale on 2025-09-19 and 2 investors.

How much remains to be sold in the BHST offering?

The Form D states $0 remaining to be sold; the total offering amount of $401,348 has been sold.

Were any sales commissions or finders' fees paid for the BHST offering?

No. The filing reports $0 in sales commissions and $0 in finders' fees.

Did BioHarvest pay proceeds to insiders in this offering?

The Form D discloses $0 of the gross proceeds used to pay any named executive officers, directors, or promoters.

Is the BHST offering part of a merger or business combination?

No. The Form D indicates the offering was not made in connection with a business combination transaction.