BioForce Nanosciences (BFNH) sees control change and plans oil & gas pivot

Rhea-AI Filing Summary

BioForce Nanosciences Holdings, Inc. reports a change in control after Nexus Capital Investments, Inc. bought 26,700,000 shares from director Merle Ferguson, representing 79.65% of outstanding common stock, for $400,000. The shares were purchased with Nexus Capital’s corporate funds and no loans.

Following this transaction, the company is undergoing leadership changes. Co-CEOs Steven Gagnon and John LaViolette and Vice President Sasha Shapiro resigned, and the board appointed Scott Mager as a director and Richard Kaiser as interim CEO while he continues as CFO and Secretary. The board now has three members: Ferguson, Kaiser, and Mager.

The company also plans a strategic shift, changing its operations from the vitamin supplement industry to the oil and gas industry, with management currently evaluating opportunities in that sector.

Insights

Small-cap governance and restructuring analyst

Control shifts to a new shareholder and the company pivots industries.

The filing shows Nexus Capital Investments, Inc. acquiring 26,700,000 shares from director Merle Ferguson, equal to 79.65% of outstanding common stock, for $400,000. This transfers effective control without new capital entering the company, as cash was paid to the selling shareholder.

On the governance side, both Co-CEOs and the Vice President resigned, with the board appointing Scott Mager as director and naming Richard Kaiser interim CEO while retaining his CFO and Secretary roles. This concentrates executive responsibilities and places more weight on board oversight.

The disclosure that BioForce will change operations from vitamin supplements to oil and gas materially alters its business profile. The filing notes management is evaluating opportunities; outcomes and specific projects will depend on future decisions and additional disclosures.

8-K Event Classification

4 items: 5.01, 5.02, 8.01, 9.01

4 items

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares sold in control transaction: 26,700,000 shares Stake represented: 79.65% of outstanding common stock Purchase price for controlling stake: $400,000 +3 more

6 metrics

Shares sold in control transaction 26,700,000 shares Common stock sold by Merle Ferguson to Nexus Capital on April 15, 2026

Stake represented 79.65% of outstanding common stock Controlling interest sold by Ferguson to Nexus Capital

Purchase price for controlling stake $400,000 Paid by Nexus Capital Investments, Inc. from corporate funds

Board size after changes 3 members Ferguson, Kaiser and Mager as of the filing date

Resigning officers 3 executives Two Co-CEOs and one Vice President resigned on June 17, 2026

Executive roles held by Richard Kaiser 3 roles Interim CEO, CFO and Secretary concurrently

Key Terms

Emerging growth company, change in control, related party transactions, Item 404(a) of Regulation S-K, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company 01 - CHANGES IN CONTROL OF THE REGISTRANT"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

change in control regulatory

"01 - CHANGES IN CONTROL OF THE REGISTRANT April 15, 2026"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

related party transactions financial

"no related party transactions between the Company and the newly appointed director"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

Item 404(a) of Regulation S-K regulatory

"that would require disclosure under Item 404(a) of Regulation S-K"

resignation letters regulatory

"received resignation letters from Mr. Steven Gagnon and Mr. John LaViolette"

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Understanding 8-K Material Events →

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 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): April 15, 2026

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Name of Small Business Issuer in its charter)

Nevada		000-51074		74-3078125
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2020 General Booth Blvd.
Suite 230
Virginia Beach, VA 23454  

(Address of principal executive offices)

Registrant’s telephone number: (757) 306-6090 

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:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
N/A		N/A		N/A

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 ☐

-1-

ITEM 5.01 - CHANGES IN CONTROL OF THE REGISTRANT

April 15, 2026, Merle Ferguson (“Seller”), a current Director of the Company sold 26,700,000 shares of his common stock in the Company to Nexus Capital Investments, Inc., a Delaware Corporation (“Purchaser”). This represented Mr. Ferguson’s controlling stock interest in the Company, equalling 79.65% of the outstanding common stock of the Company. Nexus Capital Investments, Inc. paid $400,000 to the Seller from its corporate funds; no loans were involved in this transaction.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Resignations

On June 17, 2026, the Company’s Board of Directors received resignation letters from Mr. Steven Gagnon and Mr. John LaViolette as BioForce Nanosciences Holdings, Inc.’s Co-Chief Executive Officers (CEOs), and from Sasha Shapiro the Company’s Vice-President. The Board accepted their resignations and they resigned with no conflicts of interest between the Company and the departing officers. The Board accepted their resignations.

Election of Directors

Effective June 15, 2026, the Board of Directors appointed Scott Mager as Directors of the Company.

There are no arrangements or understandings between the newly appointed director and any other person pursuant to which Mr. Mager was selected as a director. There are no related party transactions between the Company and the newly appointed director that would require disclosure under Item 404(a) of Regulation S-K.

The Board reviewed Mr. Mager's professional background and considered him qualified for his board position.

Biography

Scott Mager - Director

Scott Mager graduated from University of Florida in 1984 and Nova Southeastern Law School in 1988. Mr. Mager brings a wealth of legal, regulatory, and strategic expertise to the Board, serving as a renowned corporate attorney and seasoned trial lawyer licensed across multiple states and the United States Supreme Court. Recognized globally for his professional excellence, he has been named National Litigator of the Year by a prominent multi-billion-dollar corporate conglomerate and holds the highest peer-reviewed rating for both ethical standards and professional ability from the world's leading attorney rating organization.

A prolific thought leader, Mr. Mager, has over 150 published articles and lectures on complex legal and business issues. Beyond his legal practice, he has partnered across a variety of successful business and entrepreneurial endeavors, offering vital governance and strategic oversight. A Life Member of the Multi-Million Dollar Advocates Forum, Mr. Mager is also deeply committed to civic leadership, notably receiving the NFL Community Quarterback Award for extraordinary philanthropic service. 

Officer Appointment

On June 17, 2026, the Company’s Board of Directors appointed Richard Kaiser as the Company’s interim Chief Executive Officer. Mr. Kaiser has been an officer and director of the Company since July 1, 2013. He currently maintains roles as the Company’s Chief Financial Officer, Secretary, and Director.

-2-

Current Officers/Directors

As of the date of this filing, the board has three (3) members, Merle Ferguson, Richard Kaiser and Scott Mager. And, Mr. Richard Kaiser is the Company’s officer as its CEO (Interim), CFO, and Secretary.

ITEM 8.01 OTHER VOLUNRARY DISCLOSURE OF OTHER EVENTS

The Company is changing its business operations from the vitamin supplement industry to that of the oil and gas industry. Management believes that there are numerous opportunities in the oil and gas industry, and management is currently evaluating such opportunities.

ITEM 9.01. FINANCIAL STATMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.		Description
99.1		Resignation Letter – Steven Gagnon – Co-CEO
99.2		Resignation Letter – John LaViolette – Co-CEO
99.3		Resignation Letter – Sasha Shapiro – Vice-President
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.

Date: June 18, 2026	BIOFORCE NANOSCIENCES HOLDINGS, INC.
	By:	/s/ Richard Kaiser
		Richard Kaiser – Director /Chief Financial Officer

-3-

Exhibit 99.1

Exhibit 99.2

Exhibit 99.3

FAQ

What change of control was disclosed in BioForce Nanosciences (BFNH)'s 8-K?

BioForce Nanosciences disclosed that Nexus Capital Investments, Inc. bought 26,700,000 common shares from director Merle Ferguson. This block equals 79.65% of BioForce’s outstanding stock, giving Nexus effective control through a private transaction funded with $400,000 of its corporate cash.

How much did Nexus Capital pay for its controlling stake in BFNH?

Nexus Capital Investments, Inc. paid $400,000 from its corporate funds to acquire 26,700,000 BioForce shares from Merle Ferguson. The filing notes no loans were involved, so the consideration came directly from Nexus, with proceeds going to the selling shareholder rather than the company.

Which executives resigned from BioForce Nanosciences (BFNH) and when?

On June 17, 2026, BioForce’s board received and accepted resignations from Co-CEOs Steven Gagnon and John LaViolette and Vice President Sasha Shapiro. The filing states they resigned with no conflicts of interest with the company, marking a significant leadership transition after the change in control.

Who is the new director appointed at BioForce Nanosciences (BFNH)?

Effective June 15, 2026, the board appointed Scott Mager as a director. The company reports no arrangements or related-party transactions tied to his selection and highlights his extensive legal, regulatory, and strategic background, including experience as a corporate attorney and trial lawyer.

Who is serving as interim CEO at BioForce Nanosciences (BFNH)?

On June 17, 2026, the board named Richard Kaiser as interim Chief Executive Officer. Kaiser has been an officer and director since 2013 and continues to serve simultaneously as Chief Financial Officer, Secretary, and director, consolidating multiple key executive responsibilities in one individual.

What business strategy change did BioForce Nanosciences (BFNH) disclose?

BioForce Nanosciences stated it is changing operations from the vitamin supplement industry to the oil and gas industry. Management believes there are numerous opportunities in oil and gas and is currently evaluating them, indicating a major shift in the company’s future operating focus and risk profile.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-991 RESIGNATION LETTER -GAGNON 598 B
• EX-992 RESIGNATION LETTER - LAVIOLETTE 600 B
• EX-993 RESIGNATION LETTER- SHAPIRO 600 B
• EX-991001 ex991001.jpg 107.2 KB
• EX-992001 ex992001.jpg 108.5 KB
• EX-993001 ex993001.jpg 328.7 KB

Other Documents

• EX-101 bfnh-20260415.xsd 3.0 KB
• EX-101 bfnh-20260415_lab.xml 33.4 KB
• EX-101 bfnh-20260415_pre.xml 21.8 KB