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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.