Bionoid Pharma : OTC Disclosure Statement Year End 2021 BINP Final

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Bionoid, Inc. (formerly Bionoid Pharma, Inc.)

5480 Glen Erin Drive

Unit 105 Mississauga, Ontario L5M 5R3 CANADA _______________________________

[phone]

SIC Code: 5099

Annual Report

For the Period Ending: December 31, 2021 . (the "Reporting Period")

• As of December 31, 2021, the number of shares outstanding of our Common Stock was: 53,994,610

• As of September 30, 2021, the number of shares outstanding of our Common Stock was: 52,994,610

• As of December 31, 2020, the number of shares outstanding of our Common Stock was: 38,358

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐ No: ☒

1) Name and address(es) of the issuer and its predecessors (if any)

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Impact Medical Solutions, Inc. June 27, 2006 - May 22, 2009

iTech Medical, Inc. May 22, 2009 - January 8, 2020

Kavtek Software, Corp. January 8, 2020 - July 22, 2020

Bionoid Pharma, Inc. July 22, 2020 - February 22, 2022 Bionoid, Inc. February 22, 2022 - present

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Delaware

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

5480 Glen Erin Drive

Unit 105

Mississauga, Ontario

L5M 5R3 CANADA

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☐

5970 SW 32nd Terrace

Ft. Lauderdale, Florida 33312

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None

2)Security Information

Trading symbol:	BINP
Exact title and class of securities outstanding:	Class A Common Shares
CUSIP:	09076D101
Par or stated value:	0.0001
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Total shares authorized: Total shares outstanding:

Number of shares in the Public Float2: Total number of shareholders of record:

260,000,000 as of date: December 31, 2021 53,994,610 as of date: December 31, 2021 5,600 as of date: December 31, 2021 118 as of date: December 31, 2021

All additional class(es) of publicly traded securities (if any):

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value:

Total shares authorized: Total shares outstanding:

Transfer Agent

as of date: as of date:

Name:	Securities Transfer Corp.
Phone:	469-633-0101, ext. 106
Email:	[e-mail]
Address:	2591 Dallas Parkway, Suite 102, Frisco, Texas 75034

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent Fiscal Year End:

Date Dec. 31, 2019

Opening Balance

Common: 95,568,365 Preferred: 0

Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
issuance,	Issued (or	issued	issued at	issued to	cash or debt	as of this	Registration
cancellation,	cancelled)	($/per	a discount	(entities must	conversion)	filing.	Type.
shares	to market	have individual	-OR-

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

returned to treasury)	share) at Issuance	price at the time of issuance? (Yes/No)	with voting / investment control disclosed).	Nature of Services Provided
Jan. 8, 2020	Consolidatio n (see Note 1 below)	nil	Common	n/a	n/a	n/a	n/a	n/a	n/a
Feb. 4, 2021	New Issuance	10,000,000	Preferred	$0.001	No	Wayne Cockburn	Services provided (CEO)	Restricted	Insider
Feb. 10, 2021	New Issuance	1,970,206	Common	$0.0046	No	Wayne Cockburn	Services provided (CEO)	Restricted	Insider
Feb. 10, 2021	New Issuance	250,000	Common	$0.0046	No	Dennis Reich	Services provided (CMO)	Restricted	Insider
Mar. 2, 2021	New Issuance	1,970,206	Common	$0.0046	No	Wayne Cockburn	Services provided (CEO)	Restricted	Insider
Mar. 4, 2021	New Issuance	37,544,273	Common	$0.0046	No	Pharmhouse LLC 1	Distribution Agreement	Restricted	Control
Mar. 4, 2021	New Issuance	1,321,679	Common	$0.0046	No	Paul Vassilakos	Distribution Agreement	Restricted	Rule 144
Mar. 4, 2021	New Issuance	500,000	Common	$0.0046	No	Fresh Factory Services 2	Distribution Agreement	Restricted	Rule 144
Mar. 4, 2021	New Issuance	700,000	Common	$0.0046	No	Ooiment Consulting 3	Distribution Agreement	Restricted	Rule 144
Mar. 4, 2021	New Issuance	620,000	Common	$0.0046	No	Kelly Morel	Distribution Agreement	Restricted	Rule 144
Mar. 4, 2021	New Issuance	1,117,174	Common	$0.0046	No	Michael Baron	Distribution Agreement	Restricted	Rule 144
Apr. 21, 2021	New Issuance	302,370	Common	$0.0046	No	Ian Nuttall	Debt Conversion	Restricted	Control
May 11, 2021	New Issuance	1,100,000	Common	$0.0046	No	SBC Investments 4	Debt Conversion	Restricted	Rule 144
May 14, 2021	New Issuance	1,000,000	Common	$0.0046	No	Walter Reich	Services provided	Restricted	Rule 144
May 14, 2021	New Issuance	250,000	Common	$0.0046	No	Dennis Reich	Services provided (CMO)	Restricted	Rule 144
June 2, 2021	New Issuance	2,155,172	Common	$0.0046	No	SBC Investments 4	Debt Conversion	Restricted	Rule 144
June 16, 2021	New Issuance	2,155,172	Common	$0.0046	No	Gora Consulting 5	Debt Conversion	Restricted	Rule 144

Sept, 2, 2021	New	Charles	Services
Issuance	Zablotsky	Agreement

1,000,000 Common

$0.0046

No

RestrictedRule 144

Shares Outstanding on Date of This Report:

Ending Balance

Ending Balance:

Date Dec. 31, 2021 Common: 53,994,610 Preferred: 10,000,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through September 30, 2021 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

• 1 The controlling shareholder is Jenna Sherman

• 2 The controlling shareholder is Christopher Lindmeier

• 3 The controlling shareholder is Justin Ouimet

• 4 The controlling shareholder is Kathryn Fell

• 5 The controlling shareholder is Peter Strang

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder (entities must have individual with voting / investment control disclosed).	Reason for Issuance (e.g. Loan, Services, etc.)
02/13/13	42,500	45,000	0	08/3/14	none	David Muehsam	Payment for patent
10/31/15	35,000	50,000	0	10/31/16	none	Willy Moses	loan
10/31/16	6,152	18,000	0	10/31/17	none	Wayne Cockburn	loan
08/5/20	50,000	50,000	0	08/05/21	none	Harvest Farm Group 1	loan

Use the space below to provide any additional details, including footnotes to the table above:

1

The controlling person is Mark Anderson

4)

Financial Statements

A. The following financial statements were prepared in accordance with: