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): December 4, 2020

  

BIOFORCE NANOSCIENCS HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

 

Nevada

 

000-51074

 

85-2138858

(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

                 Registrant’s fax number: (757) 306-6092

            ______________________________________

 

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))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [X]  

 

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.[ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).[   ]  Yes [X]  No

 

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ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES   

On December 4, 2020, Bioforce Nanosciences Holdings, Inc., (the "Company" or the "Registrant”) issued 14,000,000 shares of its common stock in exchange for 2,000,000 shares of its Preferred Series 'A' shares.  These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances.   In addition, the transferees of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book-entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act.  

  

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, thereunto duly authorized.

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.


Date: December 4, 2020

 

By:/s/ Richard Kaiser

Name:  Richard Kaiser

Title:   CFO/ Director





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