10-K: BioForce Nanosciences Holdings, Inc. 2025 Annual Report

BioForce Nanosciences Holdings, Inc. files its 2025 Form 10-K, detailing its transition to nutritional supplements and ongoing financial challenges.

Summary

• BioForce Nanosciences Holdings, Inc. has shifted its business focus from nano-measurement devices to natural vitamins, minerals, and nutritional supplements.
• The company is actively developing a marketing campaign for its 'BioForce Eclipse' product line, targeting retailers, online sales, and direct-to-consumer channels.
• Financials for the year ended December 31, 2025, show no revenue from supplement sales and a net loss of $1,291,951.
• The company has a significant accumulated deficit of $162,412,117 and a working capital deficit of $618,543, raising substantial doubt about its ability to continue as a going concern.
• Management plans to raise additional funds through debt or equity offerings to support operations and business plan implementation.
• The company reported $786 in cash and total liabilities of $619,329 as of December 31, 2025.
• There were no material pending legal proceedings.
• The company's common stock is traded on the OTCPINK under the symbol 'BFNH'.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the complete absence of revenue, significant increase in net loss, critical liquidity issues, and substantial doubt about the company's ability to continue as a going concern.

Positives

• The company has successfully pivoted its business model to the growing nutritional supplement industry.
• A dynamic marketing campaign is being established to drive brand awareness and sales growth.
• The company is exploring various sales channels including online, B2B, and retail partnerships.
• Management has an oral commitment from the Chairman to advance funds as necessary for operating requirements for the next 12 months.
• The company has a supplier agreement that provides non-exclusion rights to market the product.
• The company is exploring environmentally conscious packaging options.

Negatives

• The company generated $0 in revenue from supplement sales for the years ended December 31, 2025, and 2024.
• The company has an accumulated deficit of $162,412,117 as of December 31, 2025.
• The company has a working capital deficit of $618,543 as of December 31, 2025.
• The company's cash balance was only $786 as of December 31, 2025.
• The company's financial statements raise substantial doubt about its ability to continue as a going concern.
• The company experienced a net loss of $1,291,951 for the year ended December 31, 2025, an increase from $490,437 in the prior year, largely due to a loss on liability settlement.
• The company has inadequate segregation of duties and a lack of review in its financial reporting process, constituting a material weakness in internal controls.

Risks

• The company's ability to continue as a going concern is dependent on its capability to raise additional funds and generate revenues.
• The company relies on third parties for technology and manufacturing, and faces risks associated with supply chain issues.
• The volatile and intensely competitive environment in the business sectors in which it operates.
• Rapid technological change could impact the company's product offerings.
• Dependence on key and scarce employees in a competitive market for skilled personnel.
• The company's dietary supplements cannot replace a well-balanced diet, and consumers may switch to competitors.
• Manufacturers and distributors may incentivize larger orders, which the company might not be financially able to provide.
• Changes in FDA regulations regarding food, vitamins, and supplements could impact the business.

Future Outlook

Management intends to raise additional funds through debt or equity offerings to implement its business plan and continue operations. The company is focused on expanding its marketing efforts and sales channels for its 'BioForce Eclipse' product line, with the goal of increasing U.S. market share and achieving brand awareness.

Management Comments

• Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for BioForce to continue as a going concern.
• While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful.
• Our ability to continue as a going concern is dependent upon our capability to raise additional funds and to further implement our business plan and generate revenues.
• The Company's mission is to become a leading provider of natural vitamins, minerals and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for active individuals in all age ranges.

Industry Context

StockSavvy.ai notes that BioForce Nanosciences Holdings is operating in the U.S. vitamin and supplement industry, which is approximately $36.0 billion and grows at an average of 2.5% annually. The company's strategy to focus on active individuals and expand through various retail and online channels aligns with broader industry trends of increasing consumer interest in health and wellness products.

Comparison to Industry Standards

• The U.S. vitamin and supplement industry is valued at approximately $36.0 billion with an average annual growth rate of 2.5%. BioForce Nanosciences Holdings aims to capture market share within this growing industry.
• The company's focus on 'BioForce Eclipse' as a private label brand powder supplement, containing amino acids, vitamins, and plant-based proteins, targets the sports nutrition segment, which is a significant part of the overall supplement market.
• The company's marketing strategy includes social media, telemarketing, direct marketing, and B2B sales, which are common approaches in the consumer packaged goods and supplement industries, though the company's current budget may limit the effectiveness of some methods like TV and radio advertising.

Legal Proceedings

• At this time, there are no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Related Party Transactions

• The Company utilizes the services of Yes International Inc., controlled by Director Richard Kaiser, for press release wire services and filing fees, totaling $3,680 in 2025 and $1,400 in 2024.
• The Company operates out of Yes International Inc.'s offices at no cost.
• During 2025, two board of directors paid expenses of the Company totaling $4,075.
• During 2024, two board of directors paid expenses of the Company totaling $53,399.
• In 2025, Merle Ferguson was issued 4,250,000 shares of common stock to reimburse him for accrued compensation and amounts due totaling $2,173,000.
• Richard Kaiser allowed Merle Ferguson to assume $3,386 of his accrued liabilities and $644,023 of his accrued compensation in 2025.
• Merle Ferguson loaned $51,000 to the Company in 2025.
• A shareholder loaned $10,000 to the Company in 2025, with a formal note not yet finalized.
• Amounts due to related parties were $101,290 at December 31, 2025, and $274,101 at December 31, 2024.
• Merle Ferguson and Richard Kaiser are Board Members and Officers of the Company's wholly-owned subsidiary, Element Global, Inc.

Stakeholder Impact

• Shareholders: The lack of revenue, significant losses, and going concern issues indicate a high risk for shareholders, with potential for further dilution if capital is raised through equity offerings.
• Creditors/Suppliers: The company's precarious financial position and working capital deficit may impact its ability to meet its obligations to suppliers and creditors.
• Employees: With only three full-time employees, the company's financial instability poses a risk to their continued employment.
• Management: Key management personnel are owed significant accrued compensation, with payment contingent on future financing or stock issuance.

Next Steps

• Establish a dynamic marketing campaign to achieve brand awareness and drive business growth.
• Expand marketing efforts with a direct marketing and B2B sales campaign.
• Approach retail stores, including health food and sporting goods stores, to create vendor relationships.
• Advance social media platform with direct online and targeted advertisements.
• Evaluate the success of marketing objectives and determine the best performing strategies.
• Hire sales associates as sales volumes increase.
• Continue to evaluate potential new product lines and markets.

Key Dates

Recommendation

The company has generated zero revenue for two consecutive years, incurred a substantial net loss that increased significantly in the current period, and faces severe liquidity constraints, leading to substantial doubt about its ability to continue as a going concern. The lack of any operational progress or financial improvement, coupled with significant accumulated deficits, makes it a high-risk investment.

Keywords

BioForce Nanosciences Holdings, Form 10-K, Annual Report, Nutritional Supplements, Vitamins, Minerals, BioForce Eclipse, Financial Statements, Going Concern, Net Loss, Accumulated Deficit, SEC Filing