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CLOSED · 06:35 ET
Market ClerkRecap
Sat Oct 24 · markets closed6 signals on Oct 2394 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

BHIC

BioScience Health Innovations, Inc.
OTC · TECHNOLOGY · SERVICES-COMPUTER PROCESSING & DATA PREPARATION
5.50
−0.29 −5.02%
USD · close Oct 22

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MKT CAP $64.6MP/E —DIV YIELD —FCF YIELD —REV TTM $4.5M +7.8%NET INCOME −$658K −169.2%NET CASH —52W 1.75 – 9.20SEC XBRL · TTM TO Invalid Date

How BHIC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
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New in FY2025

  • Overview BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a health and wellness innovation company focused on mitochondrial health science, advanced peptide delivery, and metabolic care.
  • Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels in the health and wellness market.
  • The Company’s mission is to help people live healthier, longer, and more vital lives through cellular optimization—what we describe as “affordable ground-zero natural health and wellness.” The Company’s core technology—the MODS Max™ (Mineral Oxide Delivery System) process—is a patent-pending delivery system that enhances the bioavailability of nutritional supplements, peptides, and bioactive compounds by directing the user on the order and frequency to take the Company’s products to obtain the best result.
  • Unlike conventional oral supplements that deliver 10–20% of their active ingredients, the MODS Max process achieves higher bioavailability by transiently opening tight junctions in mucosal membranes through controlled, microdose reactive oxygen species (ROS).
  • The process is compatible with sublingual, oral, nasal, and topical delivery formats.
  • Fiscal Year 2025 Performance At the completion of fiscal year 2025, the Company grew revenue strategically year over year, was once again profitable, and is positioned to scale further.
  • Revenue for fiscal year 2025 was $5,688,717, representing a 208% increase over fiscal year 2024 revenue of $1,844,966.
  • Net income for fiscal year 2025 was $642,090, a significant improvement over fiscal year 2024 net income of $87,000, with net margins expanding from 4.7% to 11.3%.
  • This growth was achieved by the Company expanding their revenue channels, including the direct-to-consumer channels and expansion of wholesale relationships, introducing several new products to the market, introducing the MODS Max process to customers and consumers, and focusing on marketing to grow demand for the Company’s differentiated product portfolio.
  • Infrastructure and Systems Investments During the final two quarters of fiscal year 2025, the Company made significant investments of time and resources to upgrade its operational infrastructure in preparation for anticipated growth and the demands of operating as a public company on a major exchange.
  • The Company upgraded its consumer-facing website platforms to improve the direct-to-consumer shopping experience, enhance product education content, and support higher traffic volumes as the Company scales its marketing and distribution efforts.
  • These improvements are designed to increase conversion rates, support new product launches, and provide a more professional digital presence aligned with the Company’s uplist objectives.
  • In addition, the Company migrated its accounting and financial reporting system to Oracle NetSuite, an enterprise-grade cloud-based ERP platform.
  • The transition to NetSuite provides the Company with more robust financial controls, real-time reporting capabilities, and the scalability required to support multi-channel revenue operations.
  • Management plans to begin implementing NetSuite’s integrated artificial intelligence tools during 2026, which are expected to enhance forecasting accuracy, automate routine financial processes, and provide data-driven insights to support strategic decision-making as the Company scales.
  • Results Of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Our net income for the year ended December 31, 2025 was $642,090, compared to a net income of $87,000 during the year ended December 31, 2024.
  • The Company has generated revenue of $5,688,717 and $1,844,966 with COGS of $2,448,000 and $536,078 during the year ended December 31, 2025 and 2024, respectively.
  • The increase in revenue and COGS is due to overall Company growth.
  • This growth was driven by increased product adoption across multiple sales channels, expanded wholesale partnerships, and continued growth in direct-to-consumer website sales.
  • General and administrative expenses incurred were $2,206,495, during the year ended December 31, 2025, compared to $1,146,410 during the year ended December 31, 2024, and consulting expense of $315,171 and $75,478 was incurred during the year ended December 31, 2025 and 2024, respectively.
  • Increases in costs were due to overall growth and increases in operational activity, including an increase in the Company’s research and development activities to expand product offerings, additional marketing activities to promote products and broaden sales channels, and an increase in employee count to support the growth in revenue and inventory activity during the year.
  • Year Revenue Net Income Net Margin 2024 $ 1,844,966 $ 87,000 4.7 % 2025 $ 5,688,717 $ 642,090 11.3 % LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2025, our total assets were $1,707,181, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, right-of-use assets, deposits, and intangible assets.
  • Cash Flows from Operating Activities For the year ended December 31, 2025, net cash flows provided by operating activities was $172,178, consisting of our net income of $642,090 offset by changes in operating activities of $469,912.
  • For the year ended December 31, 2024, net cash flows used in operating activities was $23,188, consisting of our net income of $87,000 less net changes in operating activities of $63,812.
  • Cash Flows from Investing Activities For the year ended December 31, 2025, $56,850 was used to purchase an intangible asset compared to $26,037 used to purchase an intangible asset for the year ended December 31, 2024.
  • Cash Flows from Financing Activities For the year ended December 31, 2025 net cash flows used by financing activities was $115,920, consisting of advances from related parties of $3,046,080, offset by repayments to related parties of $3,162,000.
  • For the year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting of advances from related parties of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720 PLAN OF OPERATION AND FUNDING The Company is pursuing a multi-phase capital strategy to support growth and prepare for a major exchange uplist.
  • The Company is currently in the process of raising $1.5 million through a Regulation A (Reg A) offering filed with the Securities and Exchange Commission.
  • Following the completion of the Reg A offering, the Company plans to pursue a major exchange uplist and raise an additional $5 million to $7.5 million in connection with the uplist to fund accelerated growth, expanded operations, and strategic initiatives.
  • Management is evaluating a reverse stock split to streamline share structure for exchange compliance.
  • Operational Expansion — New Facilities During the fourth quarter of 2025, the Company secured new office and shipping space at 14857 South Concord Park Drive, Bluffdale, Utah 84065.
  • The Company prepaid rent for a 15-month term at this location, reflecting management’s confidence in the Company’s growth trajectory and its commitment to building the operational infrastructure necessary to support anticipated scaling activity across product lines.
  • The new facility consolidates the Company’s administrative, fulfillment, and logistics operations into a single location designed to support higher order volumes, expanded inventory management, and improved shipping efficiency.
  • Q1 2026 — Preparation to Scale During the first quarter of 2026, the Company has dedicated significant resources to preparing and solidifying its operations to scale, with particular emphasis on the MODS Max process, testosterone optimization products, and the continued buildout of the Company’s nutrition business.
  • On the testosterone front, management has been advancing formulation refinements, clinical documentation, and go-to-market strategies for NHTO/TPrime365 in preparation for broader commercialization.
  • The nutrition segment—anchored by the MODS Max delivery process—has continued to grow through expanded product offerings and strengthened wholesale and direct-to-consumer relationships.
  • Management views Q1 2026 as a foundational quarter focused on building the systems, partnerships, and operational capacity required to accelerate growth across all three of the Company’s core value drivers in the second half of 2026 and beyond.
  • Three Core Growth and Value Drivers Management has identified three core growth and value drivers for the Company, with the MODS Max™ delivery process serving as the enabling technology that is crucial to all three: 1.
  • Testosterone and Hormonal Optimization The Company’s NHTO/TPrime365 product represents a proprietary, non-injectable approach to testosterone optimization delivered via the MODS Max sublingual process.
  • Clinical observations have demonstrated up to a 600% increase in total testosterone within 2–4 weeks.

and 159 more.

Gone since FY2024

  • Overview As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in the marketplace through our patent-pending Methylene Blue products along with our additional specialty product offerings.
  • The market opportunities we are targeting includes: Dementia and Alzheimer’s disease, ADHD and ADD, Long Covid, General Energy, Traumatic Brain Injury, Mild Cognitive Decline, GLP-1 Weight Loss, Sleep Improvement, Epilepsy and Seizure Reduction and Nasal Health and Allergy.
  • A trend that we believe is very beneficial and encouraging is the recent growing interest in mitochondria health and the role that mitochondria dysfunction plays in mental health and physical health issues.
  • Methylene Blue and specialty natural options has emerged as valuable foundational health options on these fronts.
  • We believe we are very well positioned and with adequate capital infusion we will be able to capitalize on multiple market opportunities.
  • The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
  • Plan of Operation On February 13, 2023, Nowtransit entered into the Exchange Agreement with Best and the shareholders of Best who collectively owned 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock.
  • The transaction consummated on March 10, 2023 (the “Closing”).
  • Upon the Closing, the Company issued the Best shareholders 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by Best shareholders.
  • The transaction was accounted for as a reserve merger.
  • Best was the accounting acquirer and Nowtransit the accounting acquiree.
  • As such, the consolidated financial statements presented are the historical financial statements of Best with retroactive adjustments to reflect the equity of Nowtransit.
  • Since Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit.
  • During the next 12 month period, the Company will continue to market and sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels.
  • Presently, the Company is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ Safer Surface Cleaner, Be On-Guard Brain Fog Support and ADHD 365 maximum strength brain support, NeuroPro Plus a patent pending combination of pharmaceutical grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness with pharmaceutical grade methylene blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism.
  • CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the year ended December 31, 2024, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S.
  • Results Of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Our net income for the year ended December 31, 2024 was $87,000, compared to a net loss of $251,500 during the year ended December 31, 2023.
  • The Company has generated revenue of $1,844,966 and $597,595 during the year ended December 31, 2024 and 2023, respectively.
  • The increase in revenue is due to overall Company growth.
  • The increase in net income was due to an increase in distributor and website sales.
  • General and administrative expenses incurred were $1,146,410, during the year ended December 31, 2024, compared to $706,257 during the year ended December 31, 2023, also explained by the overall Company growth and additional expenses incurred to support our operations.
  • LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2024, our total assets were $873,788, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, and intangible assets.
  • Cash Flows from Operating Activities For the year ended December 31, 2024, net cash flows provided by operating activities was $23,188, consisting of our net income of $87,000 offset by changes in operating activities of $63,812.
  • For the year ended December 31, 2023, net cash flows used in operating activities was $307,842, consisting of our net loss of $251,500 plus net changes in operating activities of $56,342.
  • Cash Flows from Investing Activities For the year ended December 31, 2024, $26,037 was used to purchase an intangible asset.
  • Cash Flows from Financing Activities For the year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting, advances from related parties of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720.
  • For the year ended December 31, 2023 net cash flows provided by financing activities was $315,511, consisting of cash acquired in recapitalization of $8,793, advances from related parties of $613,973, $265,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $572,255.
  • PLAN OF OPERATION AND FUNDING Recently, the Company completed the raise of $1,000,000 from a private placement to accredited investors.
  • Now that the private placement is complete, the Company will begin the due diligence process of evaluating and deciding on preparing and filing a Form 1-A with the SEC.
  • The Nowtransit management team plans to focus on gaining traction for its mental health and general wellness products.
  • Best 365 Labs, Inc has filed for a provisional patent on its mental wellness, natural products which is an additional reason we plan to focus and grow this sector of the products.
  • With the Global Mental Health Marketplace currently valued at $383.31 billion annually and with 41 million people holding a prescription for Adderall that the market conditions are idea for us to offer our natural substitute product options (which are also unique).
  • As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in these potential marketplaces, through our patent-pending Methylene Blue products along with our additional specialty product offerings.
  • The market opportunities we are targeting include: 1.
  • Dementia and Alzheimer’s Disease: The global market for dementia and Alzheimer’s disease treatment and care is substantial, with estimates ranging from tens to hundreds of billions of dollars annually.
  • This includes spending on medications, long-term care, home care services, assistive devices, and research efforts aimed at finding effective treatments and interventions. 2.
  • ADHD and ADD: The market for ADHD and ADD treatment encompasses a wide range of products and services, including prescription medications, therapy services, educational resources, and dietary supplements.
  • In the United States alone, spending on ADHD medications exceeds several billion dollars annually, with additional expenditures on other forms of treatment and support. 3.
  • Long Covid: Long Covid is a relatively new condition, and the market size for treatments and support services is still emerging.
  • However, healthcare spending related to Covid-19, including both acute care and long-term management of post-Covid symptoms, is substantial and continues to grow as the pandemic persists. 4.

and 158 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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