8-K
Bio Essence Corp (BIOE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 18, 2024
(Date of Report)
BIO ESSENCE CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| California | 000-56263 | 94-3349551 |
|---|---|---|
| (STATE OR OTHER JURISDICTION OF<br><br> <br>INCORPORATION OR ORGANIZATION) | (COMMISSION FILE NO.) | (IRS EMPLOYEE <br><br>IDENTIFICATION NO.) |
12 Chrysler, Unit B, Irvine, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(949) 706-9966
(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) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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 Securities Exchange Act of 1934 (§240.12b-2 of this chapter. ☒
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. ☐
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 12, 2024, Yangyang Huang and Simon Shavanson (collectively the “Resigning Directors”) resigned from the Board of Directors of Bio Essence Corp. (the “Company”). The Company received confirmation of their resignation on or about June 14, 2024. The Resigning Directors’ decision was not based on any material dispute or as defined in 17 CFR 240.3b-7, and as such this disclosure is made pursuant to Item 5.02(b).
On June 18, 2024, the Company’s remaining directors unanimously appointed William Sluss to the Board of Directors pursuant to Article II, Section 6 of the Company’s Bylaws. Mr. Sluss serves as the Company’s Chief Financial Officer. There were no arrangements or material understandings between Mr. Sluss and the remaining Board of Directors, as the Board of Directors believe that Mr. Sluss’s experience as the Chief Financial Officer of the Company makes him well equipped to assist in board-level decisions. There is no material arrangement, plan, or contract between Mr. Sluss and the Company in relation to his service on the Board of Directors, and no transactions that require disclosure pursuant to Item 404(a) of Regulation S-K.
SECTION 8- OTHER EVENTS
Item 8.01 Other Events
The Company has adopted an Insider Trading Policy (“Policy”) effective the date of this Current Report. The Policy is attached hereto as an exhibit.
Item 9.01 FinancialStatements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Consent Resolution of the Board of Directors |
| 99.2 | Insider Trading Policy |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 21, 2024 |
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Exhibit 99.1
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 received resignation notices from two of its directors, Simon Shavanson and Yang Yang Huang (“Former Directors”);
WHEREAS, the Board of Directors seeks to appoint a knowledgeable, well versed director to replace the Former Directors;
WHEREAS, William Sluss, the Company’s Chief Financial Officer, has agreed to sit on the Board of Directors in exchange for no additional compensation from the Company;
WHEREAS, as the Company continues operations, the Board of Directors found the need to implement an insider trading policy (“Policy”) to ensure compliance with federal securities laws;
NOW THEREFORE, the Board of Directors consent to the following actions:
RESOLVED, William Sluss is appointed to the Board of Directors as a Director.
RESOLVED, the Board of Directors hereby approves the Insider Trading Policy drafted by counsel dated June 18, 2024.
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.
[Continued on Following Page]
Approved for entry in the books and records of the Corporation.
Dated: June 18, 2024
| /s/ Yin Yan | |
|---|---|
| By: | Yin Yan |
| Its: | Director |
| /s/ Siyavash Fooladian | |
| --- | --- |
| By: | Siyavash Fooladian |
| Its: | Director |
ACCEPTANCE OF APPOINTMENT
I, William Sluss, hereby accept the appointment to the Board of Directors of Bio Essence Corp.
| /s/ William Sluss |
|---|
| William Sluss |
Dated: June 18, 2024
Exhibit 99.2
InsiderTrading Policy
(Bio Essence Corp.)
Bio Essence Corp. (the “Company”) encourages ownership of its stock by all officers, directors and employees. The Company’s officers, directors, certain employees, certain consultants and certain stockholders (and their family members) are considered “Insiders” or “Affiliates” under the rules instituted by the U.S. Securities and Exchange Commission (“SEC”) and adopted by the OTC Market Place and exchanges. Insiders are subject to insider trading laws that affect the sale and purchase of the Company’s stock. In conducting business of the Company, Insiders may from time to time obtain material nonpublic information regarding the Company or other companies. Insiders may be sued civilly either by the SEC or by private litigants if they trade in securities while in possession of material nonpublic information concerning the issuer of the securities, which in this case, is the Company. They may also be charged with criminal violations. In recent years, the SEC and U.S. Attorneys have aggressively investigated and prosecuted persons who engaged in insider trading or tipped others.
This Insider Trading Policy (this “Policy”) summarizes the insider trading rules and explains how Insiders can buy or sell stock so that they are in compliance with laws prohibiting insider-trading. This Policy also summarizes the consequences of violating insider trading laws.
You are responsible for ensuring that you and your family members comply with this Policy. Violations of this Policy are a serious matter. If you (or a family member) violate this Policy, you may be subject to civil and criminal charges. Your violation could also be grounds for dismissal with cause.
1. Rule10b-5 Prohibition on Insider Trading.
SEC Rule 10b-5 prohibits corporate officers and directors or other insider employees from using confidential corporate information to reap a profit (or avoid a loss) by trading in the Company’s stock. This rule also prohibits “tipping” of confidential corporate information to third parties.
Whois an Insider
An Insider is an officer, director, 10% stockholder and anyone who possesses inside information because of his or her relationship with the Company or with an officer, director or principal stockholder of the Company. Rule 10b-5’s application goes considerably beyond just officers, directors and principal stockholders. This rule also covers any employee who has obtained material non-public corporate information, as well as any person who has received a “tip” from an Insider of the Company concerning information about the Company that is material and nonpublic, and trades (i.e., purchase or sells) the Company’s stock or other securities.
This policy also applies to your family members who reside with you, anyone else who lives in your household, and family members who do not live in your household but whose securities transactions are directed by you or are subject to your influence or control, as well as trusts or other entities for which you make investment decisions.
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Whatis material inside information?
Courts define “material inside information” as information which, if known, could reasonably be expected to affect the value of the Company’s stock, or which would affect the investment judgment of a person making a decision to buy or sell the stock. Information is considered “material” if there is a substantial likelihood that it would be considered important by a reasonable investor in deciding whether to purchase or sell stock, or other securities, or if the information would be viewed by the reasonable investor as having significantly altered the total mix of information available to the investor before making the purchase or sale. The information need not be the determining factor but must assume actual significance in the investor’s deliberations. Examples of inside information include:
| ● | a<br>material change in anticipated earnings (up or down); |
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| ● | proposed<br>public or private offerings of securities; |
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| ● | loan<br>defaults |
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| ● | pending<br>or proposed mergers, acquisitions, joint ventures, or sales of significant assets or other strategic corporate actions |
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| ● | regulatory<br>approvals, patent registrations or issuances, investigations, etc.; |
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| ● | a<br>proposed offering of new securities; |
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| ● | the<br>occurrence of, or important developments in, major disputes, claims or material litigation (whether actual or threatened); |
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| ● | a<br>change in management; |
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| ● | new<br>product announcements; and |
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| ● | the<br>gain or loss of significant customers, suppliers or business partners. |
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Material inside information can be either positive or negative. Information is “nonpublic” if it has not been disclosed to the public generally. For information to be considered public, there should be some evidence that it has been widely disseminated and that the investing public has had time to absorb the information. You should generally consider information nonpublic until after the second business day after the information is publicly released, such as by press release or widely circulated public disclosure documents filed with the SEC, such as prospectuses or 10-K, 10-Q or 8-K reports. For example, if information is disclosed in a press release on a Monday, it can be considered public beginning that Thursday. Please keep in mind that your transactions in the Company’s stock may be viewed “after the fact” with the full benefit of hindsight. If you have any questions whether certain information is material or has not been publicly disclosed, please call the Company’s Chief Financial Officer.
2. Guidelinesfor Trading.
“Insiders” must obey the following rules:
No trading on MaterialNonpublic Information.
An Insider should never trade the Company’s stock while you are in possession of material, nonpublic information about the Company. Additionally, you should not discuss or reveal such “inside information” about the Company to anyone, except as strictly required for a legitimate Company business purpose.
Pre-clearance of Trades.
Directors and officers must pre-clear all trades in the Company’s stock at all times, including during the “Window Period” as set forth below, with the Company’s Chief Executive Officer or Chief Financial Officer. If you receive clearance for trades, you must complete your purchase or sale within 72 hours of receipt of the clearance.
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To facilitate the process, the Company has prepared a pre-clearance form, attached hereto as Exhibit A, to be completed and provided to the Senior compliance Officer. The Senior Compliance Officer will assist with the approval process. No trade or transfer may be effected until the requesting employee, officer or director has received the approved Pre-Clearance Request Form, even if 72 hours have passed since the Pre-Clearance Request Form was submitted.
The Company may also find it necessary, from time to time, to require compliance with the pre- clearance process from employees designated as Designated Insiders.
Any executive officer and director who wishes to implement a trading plan under SEC Rule 10b5-1 must first pre-clear the plan with the Senior Compliance Officer. As required by Rule 10b5-1, an executive officer or director may enter into a trading plan only when he or she is not in possession of Material Nonpublic Information. In addition, a trading plan may not be entered into during a Blackout Period. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction.
WindowPeriod.
In addition to not trading while you possess material, nonpublic information, it is also in your, and the Company’s, best interests that you avoid even the appearance that you may be trading on nonpublic information. Trading in publicly offered securities is closely monitored by a number of watchdog groups, including plaintiffs’ attorneys. If you are perceived to be trading on nonpublic information, you may have to defend yourself in court even if you are innocent of any wrongdoing. The Company may also be sued in such cases.
To avoid such an appearance, the Company has adopted guidelines (the “Window Period”) covering the purchase or sale of its stock or other securities by Insiders. The Window Period is a Company rule designed to protect the Company and its Insiders. The Window Period opens on the second trading day after the day the Company’s quarterly or annual earnings figures are publicly released. For example, if the Company publicly releases its earnings after the market opens on a Monday, the Window Period would be closed and would remain closed until it opens at the open of the market on Wednesday (assuming no intervening holidays). The Window Period will remain open for a period of 20 full trading days and will close at the end of the 20th day. Transactions involving the purchase or sale of the Company’s stock must take place during this 20-day period. Directors and officers must obtain pre-clearance for trades even during the Window Period. The Company reserves the right to change these dates without prior notice.
Note that a purchaser or seller who is aware of material nonpublic information cannot buy or sell even during an “open” window. In such a case, the Insider with knowledge must not trade until the second trading day after the information of which he or she is aware becomes public.
Exceptionsto Window Period.
As discussed above, all trading of the Company’s stock must occur during the Window Period. If you believe an unanticipated, infrequent and compelling event necessitates the purchase or sale outside the Window Period, however, you may request an exception to the rule. You should not expect and you are urged not to rely on your ability to obtain an exception to the Window Period rule when making decisions regarding your finances. A request for an exception to the Window Period rule must set forth the event necessitating the purchase or sale, the reason the purchase or sale is necessary, and the date of the planned purchase or sale. All requests for exceptions must be reviewed and approved by the Company’s Chief Financial Officer. If a request for an exception is approved, you must complete the trade on the date set forth in your request within the period of time approved by the Company’s Chief Financial Officer. If the trade does not occur on that date, you must notify the Company’s Chief Financial Officer and request to make the trade on a different date. If approved, the trade must be made on such date.
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Rule10b5-1 “Safe Harbor”
Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”) provides an affirmative defense to insider trading liability where it is evident that material nonpublic information known to the person trading did not play a role in trading decisions. In order to take advantage of these defenses:
| ● | First,<br>the trading plan must be adopted, or take effect, when the trader is not aware of any material nonpublic information about the Company. |
|---|---|
| ● | Second,<br>the plan must either (1) expressly specify the amount, price, and date of trades; (2) provide a written formula or algorithm, or computer<br>program, for determining amounts, prices, and dates; or (3) give all discretion regarding the power to execute securities transactions<br>pursuant to the plan to a third party who does not possess material nonpublic information. |
| --- | --- |
| ● | Third,<br>the trader must demonstrate that the purchase or sale that occurred was pursuant to the plan. A purchase or sale would not be pursuant<br>to the plan if, among other things, the trader altered or deviated from the plan or entered into or altered a corresponding or hedging<br>transaction or position with respect to those securities. |
| --- | --- |
Transactions in accordance with an approved Rule 10b5-1 trading plan will not violate this Policy. Insiders must make their own arrangements with brokers to establish Rule 10b5-1 trading plans. Any Rule 10b5-1 trading plan, however, should be in writing and should be submitted to the Company’s Chief Operating and Financial Officer for review prior to its execution. All Rule 10b5-1 trading plans must be executed during a Window Period and trades under the plan may not commence until at least 60 days after the execution date.
3. Consequencesof Insider Trading Violation.
Insider trading results in any one or more of the following legal problems:
| ● | A<br>private lawsuit may be brought against the Insider by a stockholder of the Company. This private action may be brought either by a person<br>who has purchased from, or sold to, an insider or by a stockholder suing in the name of the Company. |
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| ● | A<br>civil enforcement action could be brought against the Insider by the SEC seeking (a) a monetary penalty (in an amount up to three times<br>the profit gained or the loss avoided); (b) a cease-and-desist order; and (c) an order barring the insider from serving as an officer<br>and director of any public company. |
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| ● | Especially<br>serious cases could result in criminal felony prosecution. |
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You should be aware that the Company cannot defend you against an insider trading violation. You would have to bear the costs of defending yourself, and those costs can be staggering. In addition, the damage to your reputation -- and that of the Company -- as a result of an insider trading violation could be irreparable.
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4. StockTransactions.
Short Sales; Put or CallOptions.
All Insiders are prohibited from selling short (including, short sales “against the box”) or from trading, writing, or purchasing “put” or “call” options on the Company’s stock whether or not such options are traded on an exchange. A “short sale” is the sale of securities that are not then owned by the person selling such securities. In other words, the seller enters into an agreement to sell the securities at a later date at a specified price, with the seller intending to purchase the securities to be sold at some point between the execution of the agreement and the date he or she must deliver the securities. Thus, the implication is that the seller is anticipating a decrease in the price of the security.
Margin Sales.
The fact that a sale of the Company’s stock results from a margin call does not provide a defense to an insider trading claim. Courts view such sales as resulting from the Insider’s failure to meet the margin call -- as something within the Insider’s control.
Stock Option Exercises;Sale of Option Shares.
You may exercise vested Company stock options at any time. However, you may only sell the shares that you obtain from such exercises by complying with the pre-clearance procedure during the open Window Period. In addition, you must not possess material nonpublic corporate information when you sell these shares.
5. Restrictionson Tipping.
The term “insider trading” refers to the use of nonpublic material information both in trading securities or in passing on or “tipping” such information to others. As a result, in addition to refraining from trading for your own account while you are aware of nonpublic material information, you are prohibited from engaging in any other action to take advantage of, or to communicate to others (commonly, a “tip”), such information. An Insider who tips information to a person who then trades is subject to the same penalties as the tippee, even if the Insider did not trade and did not profit from the tippee’s trading.
6. Section16 Liability.
Insiders may be liable to the Company under Section 16(b) of the Securities Exchange Act of 1934, as amended, for any “profit” realized as a result of any purchase followed by a sale, or sale followed by a purchase, of the Company’s stock within any period of less than six months. There is no “tracing” of shares for these purposes. Any sale made by an Insider may be matched against any purchase made within the statutory period, and the transactions will be matched in such a way as to maximize the amount payable by the Insider to the Company.
Before engaging in anytransaction in the Company’s stock, the Insider should consider carefully whether he or she has made any other transaction duringthe preceding six months and, if so, whether such transactions would result in profits recoverable under Section 16(b).
ANY PURCHASES OR SALESBY AN INSIDER RESULTING IN SECTION 16(B) LIABILITY WILL BE THE SUBJECT OF DISCIPLINARY ACTION INCLUDING IMMEDIATE TERMINATION OF EMPLOYMENT.
IN ADDITION TO THE FORFEITUREOF SHORT SWING PROFITS TO THE COMPANY, THE INDIVIDUAL WILL BE RESPONSIBLE FOR ALL COSTS ASSOCIATED WITH SUCH LIABILITY, INCLUDING BUTNOT LIMITED TO, LEGAL FEES.
[Pre-Clearance Form on Next Page]
[Remainder of Page Left Intentionally Blank]
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Bio Essence Corp.
PRE-CLEARANCE REQUEST FORM
| To: | Bio Essence Corp. (the “Company”); Senior Compliance<br>Officer |
|---|
From: ________________________________________
| Re: | Proposed transaction in the Company’s Securities |
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___________________________________________________________________________________________
This is to advise you that the undersigned intends to execute a transaction in the Company’s securities on _______, 20____ and thereafter until the trading window shall close and does hereby request that the Company pre-clear the transaction as required by the Company’s Insider Trading Policy (the “Policy”). The general nature of the transaction is as follows:
__________________________________________________________________________________________
__________________________________________________________________________________________
The undersigned is not in possession of material nonpublic information (as set forth in the Policy) about the Company and will not enter into the transaction if the undersigned comes into possession of material nonpublic information about the Company between the date hereof and the proposed trade execution date.
The undersigned has read and understands the Policy and certifies that the above proposed transaction will not violate the Policy.
The undersigned agrees to advise the Company promptly if, as a result of future developments, any of the foregoing information becomes inaccurate or incomplete in any respect. The undersigned understands that the Company may require additional information about the transaction and agrees to provide such information upon request.
Dated:
Very truly yours,
Name: _________________________
Approved: ______________________
Senior Compliance Officer
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