{"schema_version":"secwatch.filing_event.v1","accession":"0001091818-26-000084","form_type":"8-K","ticker":"BFNH","cik":"0001310488","company_name":"BIOFORCE NANOSCIENCES HOLDINGS, INC.","filed_at":"2026-06-18T12:28:29+00:00","discovered_at":"2026-06-18T12:30:00.261770+00:00","generated_at":"2026-06-18T12:30:07.642618+00:00","sec_items":["5.01","5.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"BioForce Nanosciences changes control; sells 79.65% stake; pivots to oil & gas","bullets":["Merle Ferguson sold 26.7M shares (79.65% of outstanding) to Nexus Capital Investments for $400,000 on April 15, 2026.","Co-CEOs Steven Gagnon and John LaViolette, and VP Sasha Shapiro resigned effective June 17, 2026.","Scott Mager appointed as Director effective June 15, 2026; Richard Kaiser named interim CEO.","Company shifts business from vitamin supplements to oil and gas industry; evaluating opportunities."],"urls":{"canonical":"https://secwatch.observer/filing/0001091818-26-000084","json":"https://secwatch.observer/filing/0001091818-26-000084.json","markdown":"https://secwatch.observer/filing/0001091818-26-000084.md","text":"https://secwatch.observer/filing/0001091818-26-000084.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/bfnh-06182026_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T12:30:07.642618+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0ea7536639","claim":"Richard Kaiser was appointed as interim Chief Executive Officer at BIOFORCE NANOSCIENCES HOLDINGS, INC..","evidence_excerpt":"On June 17, 2026, the Company’s Board of Directors appointed Richard Kaiser as the Company’s interim Chief Executive Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"interim Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"6af60ec997","claim":"John LaViolette resigned as Co-Chief Executive Officer at BIOFORCE NANOSCIENCES HOLDINGS, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Co-Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"8cb08a7281","claim":"Scott Mager was appointed as Director at BIOFORCE NANOSCIENCES HOLDINGS, INC..","evidence_excerpt":"Effective June 15, 2026, the Board of Directors appointed Scott Mager as Directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b5e6029395","claim":"Steven Gagnon resigned as Co-Chief Executive Officer at BIOFORCE NANOSCIENCES HOLDINGS, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Co-Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"cdd2172f8b","claim":"Sasha Shapiro resigned as Vice-President at BIOFORCE NANOSCIENCES HOLDINGS, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Vice-President"}],"fact_type":"executive_change"},{"claim_id":"53afaa3f6ba9d180a3b397c55a79f65d6b102aa8","claim":"BIOFORCE NANOSCIENCES HOLDINGS, INC. underwent a change of control involving Nexus Capital Investments, Inc. for $400,000 (closed 2026-04-15).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1310488/000109181826000084/0001091818-26-000084-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Nexus Capital Investments, Inc."},{"label":"Consideration","value":"$400,000"},{"label":"Closing","value":"2026-04-15"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}