10-K: BioForce Nanosciences Holdings Reports FY 2024 Results, Cites Going Concern Uncertainty

Sentiment:

Annual Results


BioForce Nanosciences Holdings reports no revenue for FY 2024, a net loss of $490,437, and expresses substantial doubt about its ability to continue as a going concern.

Capital raiseThe company states that management intends to raise additional funds by way of an offering of our debt or equity securities.The company needs capital for the implementation of our business plan, and we will need additional capital for continuing our operations.
Worse than expectedThe company's financial results, including no revenue and a significant net loss, are worse than expected.The report raises substantial doubt about the company's ability to continue as a going concern, indicating a deteriorating financial situation.

Summary

  • BioForce Nanosciences Holdings, Inc. filed its Form 10-K for the fiscal year ended December 31, 2024.
  • The company's mission is to become a leading provider of natural vitamins, minerals, and nutritional supplements.
  • BioForce reported no revenue for the years ended December 31, 2024 and 2023.
  • The company experienced a net loss of $490,437 in 2024, compared to a net loss of $471,953 in 2023.
  • As of December 31, 2024, the company had total assets of $862 and total liabilities of $2,302,454.
  • The company's accumulated deficit as of December 31, 2024, was $161,120,166.
  • The report indicates substantial doubt about the company's ability to continue as a going concern without additional financing.
  • Management intends to raise additional funds through debt or equity offerings.
  • The company had no unit sales of its BioForce Eclipse supplement product in 2024 and 2023.
  • On January 24, 2025, the Board of Directors agreed to issue 4,250,000 restricted shares to pay $2,173,000 in accrued pay for directors, officers and related party fees.

Sentiment

Score: 2

Explanation: The sentiment is very negative due to the company's lack of revenue, significant losses, substantial doubt about its ability to continue as a going concern, and material weaknesses in internal control over financial reporting.

Positives

  • The company is proactively seeking to expand its BioForce Eclipse nutritional powder into households throughout the U.S.
  • Management intends to raise additional funds by way of an offering of our debt or equity securities.
  • The company plans to expand marketing efforts with a direct marketing and B2B sales campaign.

Negatives

  • The company reported no revenue for the years ended December 31, 2024 and 2023.
  • The company experienced a net loss of $490,437 in 2024.
  • The company's total liabilities significantly exceed its total assets.
  • The company has a substantial accumulated deficit.
  • The report indicates substantial doubt about the company's ability to continue as a going concern.
  • The company had no unit sales of its BioForce Eclipse supplement product in 2024 and 2023.
  • The company has inadequate segregation of duties within its cash disbursement control design.
  • The Company has inadequate segregation of duties within its cash disbursement control design.

Risks

  • The company's ability to continue as a going concern is dependent on raising additional funds and generating revenues.
  • The company faces risks associated with changes in the marketplace and supply chain issues.
  • The company's products are not approved by the FDA and are sold without doctor's prescriptions.
  • The company has inadequate segregation of duties within its cash disbursement control design.
  • The Company has inadequate segregation of duties within its cash disbursement control design.

Future Outlook

The company intends to raise additional funds through debt or equity offerings and expand its marketing efforts to increase sales of its nutrition supplements.

Management Comments

  • Management intends to raise additional funds by way of an offering of our debt or equity securities.
  • 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.

Industry Context

The company operates in the approximately $36.0 billion vitamin and supplement manufacturing industry, which grows on average 2.5% annually.

Comparison to Industry Standards

  • It is difficult to compare BioForce to industry standards due to its lack of revenue and significant financial challenges.
  • Larger, more established companies in the vitamin and supplement industry, such as Herbalife Nutrition and Amway, have significantly higher revenues and stronger financial positions.
  • BioForce's reliance on a single private label product and limited marketing efforts also differentiate it from industry leaders with diversified product lines and extensive distribution networks.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Co-Chief Executive OfficerNASteve Gagnon2021-11-30New appointment
Co-Chief Executive OfficerNAJohn LaViolette2021-11-30New appointment
PresidentNASasha Shapiro2021-11-30New appointment
Chief Executive Officer and PresidentMerle FergusonNA2021-11-30Resignation

Related Party Transactions

  • The company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors.
  • During the year ended December 31, 2024 and 2023, two board of directors paid expenses of the Company in the amount of $ 53,399 and $ 46,606 , respectively.

Stakeholder Impact

  • Shareholders face significant risk due to the company's financial instability and going concern uncertainty.
  • Employees' job security is uncertain due to the company's financial challenges.
  • The company's ability to meet its obligations to suppliers and creditors is questionable.

Next Steps

  • The company plans to expand marketing efforts with a direct marketing and B2B sales campaign.
  • The company intends to increase its U.S. market share by offering new incentives and promotions to attract customers on trying its products.
  • BioForce will evaluate the success of its marketing objectives and determine which marketing strategy provides the best results.

Key Dates

DateDescription
2019-11-25Reverse stock split approved by shareholders.
2020-05-06Element Acquisition Corporation formed as a wholly-owned subsidiary.
2021-11-29Steve Gagnon and John LaViolette appointed as Co-CEOs, Sasha Shapiro appointed as President, and Merle Ferguson resigned as CEO and President.
2024-12-31End of fiscal year.
2025-01-24Board agrees to issue restricted shares to pay accrued pay for directors, officers and related party fees.
2025-04-07Date of report.
2025-04-08Date of signatures and certifications.

Keywords

BioForce Eclipse, nutritional supplements, vitamins, going concern, financial results, Form 10-K, BFNH

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