BIOE 8-K/A
Bio Essence Corp (BIOE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Date of Original Report)
May 19, 2026
(Date of First Amendment)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(COMMISSION FILE NO.) | (IRS EMPLOYEE IDENTIFICATION NO.) |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(
(ISSUER TELEPHONE NUMBER)
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
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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.
Item 1.01 Entry into a Material Definitive Agreement
On April 20, 2026, Bio Essence Corp., a California corporation (“Company”) entered into a Asset Purchase Agreement (“APA”) with Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (“Zhituo”). Under the APA, the Company acquires ownership of certain software known as MediFlow AI, previously known as AcuVital, along with all of its software source code, system architecture, data, APOs, frameworks, and other technical information and data, the full extent of which is listed in Article II, Section 2.2 of the APA (collectively the “Software”), which is attached hereto as an Exhibit. In exchange for the acquisition of the Software, Zhituo will receive compensation by way of the issuance of common stock of the Company in an amount equal to fair market value of Three Million Five Hundred Thousand Dollars ($3,500,000). The valuation and number of shares is subject to approval by the Company’s Board of Directors.
Prior to the initiation of this transaction, there was no material relationship between the Company and Zhituo. A copy of the APA and the Consent Resolution of the Board of Directors approving the terms of the APA are attached hereto as an Exhibit.
Subsequent to the execution of the APA previously disclosed, the Company was informed that Zhituo preferred the shares issued by the Company as consideration for the Software be assigned to the individual stakeholders of Zhituo. On May 9, 2026, Zhituo’s three principals, Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai, executed assignment agreements whereby each of the principals would receive a portion of the shares reserve for Zhituo pursuant to the APA. Those assignments were subsequently returned to the Company on May 18, 2026, and are attached hereto, along with the Consent Resolution signed by the Company’s Board of Directors approving of the assignments. At the time of the execution of the APA and the assignments, there was no material relationship between Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai, on the one hand, and the Company, on the other.
On or about May 19, 2026, the share issuances to Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai were deemed effective, satisfying all remaining conditions under the APA and closing the transaction.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Consent Resolution and Asset Purchase Agreement | |
| 99.2 | Board of Directors’ Consent Resolution Regarding Assignments | |
| 99.3 | Assignment Agreement of Dangwei Zhu | |
| 99.4 | Assignment Agreement of Jiahui Zhang | |
| 99.5 | Assignment Agreement of Xiaoquiang Cai | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO ESSENCE CORP. | ||
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | Chief Executive Officer | |
| Dated: May 19, 2026 | ||
2
Exhibit 99.2
CONSENT RESOLUTIONS OF THE BOARD OF DIRECTORS
(BIO ESSENCE CORP.)
NOW COMES the Board of Directors for Bio Essence Corp., a California corporation (the “Company”), hereby consents pursuant to Article II, Section 13 of the Bylaws to the following action in lieu of a meeting:
WHEREAS, the Company executed an Asset Purchase Agreement with Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (“Zhituo”) whereby the Company acquired software known as MediFlow AI and assets related to the same (“Software”);
WHEREAS, the Asset Purchase Agreement requires the Board of Directors to determine the number of shares of common stock necessary to satisfy the purchase price of $3,500,000;
WHEREAS, the Company’s common stock has traded at $0.50 per share over the past five (5) days;
NOW THEREFORE, the Board of Directors consent to the following actions:
RESOLVED, the Company shall issue to Zhituo, or its designated assignees, shares of common stock in the total amount of 7,000,000 shares, with each representing a value of $0.50 per share for a total of $3,500,000.
RESOLVED, the Board of Directors hereby ratifies all prior acts of the Company, its officers, and its directors as being in the best interest of the Company.
[Signatures on Next Page]
SIGNATURE PAGE FOR CONSENT RESOLUTIONS OF THE BOARD OF DIRECTORS
(BIO ESSENCE CORP.)
Approved for entry in the books and records of the Corporation.
Dated: May 7, 2026
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | Director | |
| /s/ Siyavash Fooladian | ||
| By: | Siyavash Fooladian | |
| Its: | Director | |
| /s/ William Sluss | ||
| By: | William Sluss | |
| Its: | Director | |
| Signature: | /s/ Siyavash Fooladian | |
| Siyavash Fooladian (May 8, 2026 22:04:59 PDT) | ||
| Email: | [email protected] |
Exhibit 99.3
ASSIGNMENT OF RIGHTS TO SHARE ISSUANCE
This Assignment of Rights to Share Issuance (“Assignment”) is by and between Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (the “Company”), and the individual identified on the signature page of this Assignment as an assignee (“Assignee”).
WHEREAS, the Company entered into an Asset Purchase Agreement with Bio Essence Corp. (“Bio Essence”) whereby the Company sold all rights, title, and interest in software known as MediFlow AI f/k/a AcuVital, and other assets related to the development and utilization of the same (the “Assets”);
WHEREAS, in exchange for the acquisition of the Assets, Bio Essence agreed to a purchase price of Three Million Five Hundred Thousand Dollars ($3,500,000) (hereafter the “Purchase Price”), paid by the issuance of restricted common stock in Bio Essence to the Company, based on a fair market valuation as determined by Bio Essence’s Board of Directors;
WHEREAS, on May 7, 2026, the Bio Essence Board of Directors determined that the seven million (7,000,000) shares of common stock (“Shares”) would be issued to the Company to pay, in full, the Purchase Price;
WHEREAS, the Company now wishes to assign its rights to receive part or all of the Restricted Shares to the Assignee in the amounts identified herein; and
WHEREAS, Bio Essence does not oppose the issuance of shares directly to the Assignee.
NOW THEREFORE, for good and valuable consideration, the Company and Assignee agree as follows:
1. Assignment. Subject to the terms and conditions of this Agreement, Company hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, and Assignee hereby accepts from Company, the Assigned Rights in the allocation and amounts specified for such Assignee in this Agreement. Effective as of the effective date specified in this Agreement (the “Effective Date”), (a) each Assignee shall be the sole legal and equitable owner of such Assignee’s Assigned Rights, (b) Company shall have no further rights in or to such Assigned Rights so assigned, and (c) Company shall not, and shall cause its representatives not to, take any action inconsistent with such assignment.
2. Nature of Transfer. The parties acknowledge that issuance and transfer of Shares may be subject to Bio Essence’s organizational documents, securities law restrictions, legends, investor eligibility requirements, consents, approvals, or administrative procedures. Company shall reasonably cooperate, at Assignee’s written request, to effectuate the issuance of Shares to Assignee in accordance with the provisions of this Assignment, including executing and delivering customary notices, instructions, and confirmations reasonably required by Bio Essence; provided that Company shall not be required to make any representation to Bio Essence that is untrue or to take any action that would violate applicable law or a binding order. Assignee shall timely provide information and execute documents reasonably requested to facilitate issuance of Shares to such Assignee.
3. Further Assurances. Company shall execute and deliver, and shall cause to be executed and delivered, such further instruments and take such further actions as an Assignee may reasonably request to evidence, perfect, confirm, or effectuate the Assignment of such Assignee’s Assigned Rights, including providing written direction to Bio Essence to issue Shares to the applicable Assignee to the extent consistent with Bio Essence’s procedures and applicable law.
4. No Conflict in Transfer. Company represents and covenants that, as of the Effective Date and thereafter, Company shall not sell, assign, transfer, pledge, encumber, or otherwise dispose of any interest in the Assigned Rights assigned to an Assignee, and shall not take or omit to take any action that would reasonably be expected to impair, defeat, or materially delay and Assignee’s receipt of Shares pursuant to such rights.
5. Binding Effect. This Agreement is binding upon and inures to the benefit of Company and Assignee and their respective successors and permitted assigns. Except as expressly provided in this Agreement, no party may assign this Agreement or any rights hereunder, whether by operation of law or otherwise, without the prior written consent of the other parties; provided that any attempted assignment in violation of this Section shall be null and void and of no force or effect. Notwithstanding the foregoing, an Assignee may assign such Assignee’s rights under this Agreement only to the extent and in the manner expressly permitted by this Agreement and applicable law.
6. Consent of Assignment. By executing the document where executed, Bio Essence approves of and consents to the assignment, and shall be required to issue the identified Shares to the Assignee within sixty (60) days of the Effective Date.
[Signature Page to Follow]
SIGNATURE PAGE TO
ASSIGNMENT OF RIGHTS TO SHARE ISSUANCE
| AGREED: | ||
| COMPANY | ||
| Zhituo Software Co., Limited | ||
| /s/ Dangwei Zhu | ||
| By: | Dangwei Zhu | |
| Its: | CEO | |
| EFFECTIVE DATE: | 05/09/2026 |
| SHARES ASSIGNED: | 3,500,000 |
| ASSIGNEE | |
| Dangwei Zhu | |
| Name of Assignee |
#601 Building 2, 109 Xiangyue, Zhuhai, Guangdong, China
Address of Assignee
| /s/ Dangwei Zhu | |
| Signature of Assignee |
THE UNDERSIGN CONSENTS TO THE ASSIGNMENT CONTEMPLATED HEREIN.
| Bio Essence Corp. | ||
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | CEO | |
Exhibit 99.4
ASSIGNMENT OF RIGHTS TO SHARE ISSUANCE
This Assignment of Rights to Share Issuance (“Assignment”) is by and between Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (the “Company”), and the individual identified on the signature page of this Assignment as an assignee (“Assignee”).
WHEREAS, the Company entered into an Asset Purchase Agreement with Bio Essence Corp. (“Bio Essence”) whereby the Company sold all rights, title, and interest in software known as MediFlow AI f/k/a AcuVital, and other assets related to the development and utilization of the same (the “Assets”);
WHEREAS, in exchange for the acquisition of the Assets, Bio Essence agreed to a purchase price of Three Million Five Hundred Thousand Dollars ($3,500,000) (hereafter the “Purchase Price”), paid by the issuance of restricted common stock in Bio Essence to the Company, based on a fair market valuation as determined by Bio Essence’s Board of Directors;
WHEREAS, on May 7, 2026, the Bio Essence Board of Directors determined that the seven million (7,000,000) shares of common stock (“Shares”) would be issued to the Company to pay, in full, the Purchase Price;
WHEREAS, the Company now wishes to assign its rights to receive part or all of the Restricted Shares to the Assignee in the amounts identified herein; and
WHEREAS, Bio Essence does not oppose the issuance of shares directly to the Assignee.
NOW THEREFORE, for good and valuable consideration, the Company and Assignee agree as follows:
1. Assignment. Subject to the terms and conditions of this Agreement, Company hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, and Assignee hereby accepts from Company, the Assigned Rights in the allocation and amounts specified for such Assignee in this Agreement. Effective as of the effective date specified in this Agreement (the “Effective Date”), (a) each Assignee shall be the sole legal and equitable owner of such Assignee’s Assigned Rights, (b) Company shall have no further rights in or to such Assigned Rights so assigned, and (c) Company shall not, and shall cause its representatives not to, take any action inconsistent with such assignment.
2. Nature of Transfer. The parties acknowledge that issuance and transfer of Shares may be subject to Bio Essence’s organizational documents, securities law restrictions, legends, investor eligibility requirements, consents, approvals, or administrative procedures. Company shall reasonably cooperate, at Assignee’s written request, to effectuate the issuance of Shares to Assignee in accordance with the provisions of this Assignment, including executing and delivering customary notices, instructions, and confirmations reasonably required by Bio Essence; provided that Company shall not be required to make any representation to Bio Essence that is untrue or to take any action that would violate applicable law or a binding order. Assignee shall timely provide information and execute documents reasonably requested to facilitate issuance of Shares to such Assignee.
3. Further Assurances. Company shall execute and deliver, and shall cause to be executed and delivered, such further instruments and take such further actions as an Assignee may reasonably request to evidence, perfect, confirm, or effectuate the Assignment of such Assignee’s Assigned Rights, including providing written direction to Bio Essence to issue Shares to the applicable Assignee to the extent consistent with Bio Essence’s procedures and applicable law.
4. No Conflict in Transfer. Company represents and covenants that, as of the Effective Date and thereafter, Company shall not sell, assign, transfer, pledge, encumber, or otherwise dispose of any interest in the Assigned Rights assigned to an Assignee, and shall not take or omit to take any action that would reasonably be expected to impair, defeat, or materially delay and Assignee’s receipt of Shares pursuant to such rights.
5. Binding Effect. This Agreement is binding upon and inures to the benefit of Company and Assignee and their respective successors and permitted assigns. Except as expressly provided in this Agreement, no party may assign this Agreement or any rights hereunder, whether by operation of law or otherwise, without the prior written consent of the other parties; provided that any attempted assignment in violation of this Section shall be null and void and of no force or effect. Notwithstanding the foregoing, an Assignee may assign such Assignee’s rights under this Agreement only to the extent and in the manner expressly permitted by this Agreement and applicable law.
6. Consent of Assignment. By executing the document where executed, Bio Essence approves of and consents to the assignment, and shall be required to issue the identified Shares to the Assignee within sixty (60) days of the Effective Date.
[Signature Page to Follow]
SIGNATURE PAGE TO
ASSIGNMENT OF RIGHTS TO SHARE ISSUANCE
| AGREED: | ||
| COMPANY | ||
| Zhituo Software Co., Limited | ||
| /s/ Dangwei Zhu | ||
| By: | Dangwei Zhu | |
| Its: | CEO | |
| EFFECTIVE DATE: | 05/09/2026 |
| SHARES ASSIGNED: | 1,750,000 |
| ASSIGNEE | |
| Jiahui Zhang | |
| Name of Assignee |
| 1-902 Building 17, Xinju, Zhuhai, China | |
| Address of Assignee |
| /s/ Jiahui Zhang | |
| Signature of Assignee |
THE UNDERSIGN CONSENTS TO THE ASSIGNMENT CONTEMPLATED HEREIN.
| Bio Essence Corp. | ||
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | CEO | |
Exhibit 99.5
ASSIGNMENT OF RIGHTS TO SHARE ISSUANCE
This Assignment of Rights to Share Issuance (“Assignment”) is by and between Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (the “Company”), and the individual identified on the signature page of this Assignment as an assignee (“Assignee”).
WHEREAS, the Company entered into an Asset Purchase Agreement with Bio Essence Corp. (“Bio Essence”) whereby the Company sold all rights, title, and interest in software known as MediFlow AI f/k/a AcuVital, and other assets related to the development and utilization of the same (the “Assets”);
WHEREAS, in exchange for the acquisition of the Assets, Bio Essence agreed to a purchase price of Three Million Five Hundred Thousand Dollars ($3,500,000) (hereafter the “Purchase Price”), paid by the issuance of restricted common stock in Bio Essence to the Company, based on a fair market valuation as determined by Bio Essence’s Board of Directors;
WHEREAS, on May 7, 2026, the Bio Essence Board of Directors determined that the seven million (7,000,000) shares of common stock (“Shares”) would be issued to the Company to pay, in full, the Purchase Price;
WHEREAS, the Company now wishes to assign its rights to receive part or all of the Restricted Shares to the Assignee in the amounts identified herein; and
WHEREAS, Bio Essence does not oppose the issuance of shares directly to the Assignee.
NOW THEREFORE, for good and valuable consideration, the Company and Assignee agree as follows:
1. Assignment. Subject to the terms and conditions of this Agreement, Company hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, and Assignee hereby accepts from Company, the Assigned Rights in the allocation and amounts specified for such Assignee in this Agreement. Effective as of the effective date specified in this Agreement (the “Effective Date”), (a) each Assignee shall be the sole legal and equitable owner of such Assignee’s Assigned Rights, (b) Company shall have no further rights in or to such Assigned Rights so assigned, and (c) Company shall not, and shall cause its representatives not to, take any action inconsistent with such assignment.
2. Nature of Transfer. The parties acknowledge that issuance and transfer of Shares may be subject to Bio Essence’s organizational documents, securities law restrictions, legends, investor eligibility requirements, consents, approvals, or administrative procedures. Company shall reasonably cooperate, at Assignee’s written request, to effectuate the issuance of Shares to Assignee in accordance with the provisions of this Assignment, including executing and delivering customary notices, instructions, and confirmations reasonably required by Bio Essence; provided that Company shall not be required to make any representation to Bio Essence that is untrue or to take any action that would violate applicable law or a binding order. Assignee shall timely provide information and execute documents reasonably requested to facilitate issuance of Shares to such Assignee.
3. Further Assurances. Company shall execute and deliver, and shall cause to be executed and delivered, such further instruments and take such further actions as an Assignee may reasonably request to evidence, perfect, confirm, or effectuate the Assignment of such Assignee’s Assigned Rights, including providing written direction to Bio Essence to issue Shares to the applicable Assignee to the extent consistent with Bio Essence’s procedures and applicable law.
4. No Conflict in Transfer. Company represents and covenants that, as of the Effective Date and thereafter, Company shall not sell, assign, transfer, pledge, encumber, or otherwise dispose of any interest in the Assigned Rights assigned to an Assignee, and shall not take or omit to take any action that would reasonably be expected to impair, defeat, or materially delay and Assignee’s receipt of Shares pursuant to such rights.
5. Binding Effect. This Agreement is binding upon and inures to the benefit of Company and Assignee and their respective successors and permitted assigns. Except as expressly provided in this Agreement, no party may assign this Agreement or any rights hereunder, whether by operation of law or otherwise, without the prior written consent of the other parties; provided that any attempted assignment in violation of this Section shall be null and void and of no force or effect. Notwithstanding the foregoing, an Assignee may assign such Assignee’s rights under this Agreement only to the extent and in the manner expressly permitted by this Agreement and applicable law.
6. Consent of Assignment. By executing the document where executed, Bio Essence approves of and consents to the assignment, and shall be required to issue the identified Shares to the Assignee within sixty (60) days of the Effective Date.
[Signature Page to Follow]
SIGNATURE PAGE TO
ASSIGNMENT OF RIGHTS TO SHARE ISSUANCE
| AGREED: | ||
| COMPANY | ||
| Zhituo Software Co., Limited | ||
| /s/ Dangwei Zhu | ||
| By: | Dangwei Zhu | |
| Its: | CEO | |
| EFFECTIVE DATE: | 05/09/2026 |
| SHARES ASSIGNED: | 1,750,000 |
| ASSIGNEE | |
| Xiaoqiang Cai | |
| Name of Assignee |
7-1-302 Manbu Difu, Garden Xianghai Rd, TianjiaZhen, Dawa District, Panjin, Liaoning, China
Address of Assignee
| /s/ Xiaoqiang Cai | |
| Signature of Assignee |
THE UNDERSIGN CONSENTS TO THE ASSIGNMENT CONTEMPLATED HEREIN.
| Bio Essence Corp. | ||
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | CEO | |