Biomolecular Life Holdings, Inc. (BIOM) registered its common stock under the Exchange Act and seeks OTCQB eligibility. The company believes it ceased to be a shell after entering a July 23, 2026 marketing agreement with Biomolecular Life LLC (BML), managed by its sole director and CEO, Jessika Wiesner.
BML appointed BIOM exclusive provider of product marketing services and pays a fee equal to 15% of BML’s Net Revenue. BML reported approximately $100,000 in gross product sales through June 30, 2026; BIOM earns the fee only when BML sells products and collects payment. Either party may terminate on 30 days’ prior written notice; the agreement also ends upon a business combination between the parties or affiliates unless they agree otherwise.
For the six months ended June 30, 2026, BIOM reported a $1,220,872 net loss, versus $384,081 in 2025, mainly due to derivative fair-value losses. The company says it lacks working capital for the next 12 months, and its auditor expressed substantial doubt about its ability to continue as a going concern. On October 7, 2026, BIOM received $400,000 from The David and Jessika Contreras Living Trust for a 6% annual-interest note due October 6, 2027, and issued a warrant for 400,000 shares at $3.00 each.
BIOM is registering its common stock under Section 12(g) of the Exchange Act; reporting obligations begin upon effectiveness. Its new business is providing marketing services to related-party client Biomolecular Life LLC (BML) under an agreement paying BIOM 15% of BML’s Net Revenue. BML launched its products in January 2026 and generated approximately $100,000 in gross product sales through June 30, 2026; BIOM earned approximately $5,000 in Marketing Fees since July 2026. The agreement has a one-year initial term, and either party may terminate it on 30 days’ notice. In June 2026, BIOM acquired Canvas 2709, LLC, whose principal asset is a vacant 1,509-square-foot Miami warehouse condominium.
BIOM had no revenue in the six months ended June 30, 2026, and reported a net loss of $1,220,872, compared with $384,081 a year earlier, primarily reflecting a $1,073,721 loss from changes in derivative fair value. At June 30, 2026, it had no cash and $1,537,932 of demand-payable debt. The independent auditor expressed substantial doubt about BIOM’s ability to continue as a going concern. The company says it lacks working capital for the next 12 months and has no committed capital source; its revenue depends on a single related-party client, whose manager is also BIOM’s sole officer and director.
Biomolecular Life Holdings, Inc. (BIOM) is registering its common stock under Section 12(g) of the Exchange Act and transitioning from a shell to an operating company. The new business model is to provide marketing, advertising, and brand‑management services to dietary supplement and consumer wellness brands, starting with a related‑party client, Biomolecular Life LLC (BML), under a Marketing Services and License Agreement.
Under this agreement, BIOM earns a 15% Marketing Fee on BML’s Net Revenue from Biomolecular Life‑branded supplements, while BML retains full control over product formulation, pricing, fulfillment, and claim substantiation. Either party can terminate the agreement on 30 days’ notice, and it terminates automatically upon a business combination between BIOM and BML or their affiliates. The company currently has one part‑time employee (its sole officer and director, Jessika Contreras), no cash, and a working capital deficit of $3,525,433 as of March 31, 2026.
The independent auditor has expressed substantial doubt about BIOM’s ability to continue as a going concern. All contracted revenue depends on a single related‑party client, the marketing agreement was not negotiated at arm’s length, and BIOM expects operating losses and needs additional debt or equity financing, which would dilute existing holders. Voting control is concentrated: the David and Jessika Contreras Living Trust beneficially owns 65.20% of common equity and 99.99% of voting power through Series A Preferred Stock, while 50,000,000 common shares are held in a non‑voting special acquisition account. The stock trades thinly on OTC and is subject to penny‑stock and prior‑shell restrictions, limiting liquidity and resale options.