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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