Welcome to our dedicated page for Bio Essence SEC filings (Ticker: BIOE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Bio Essence Corp. filings document material-event disclosures for a wellness-focused operating company with public-market capital-structure and governance reporting. The company's 8-K disclosures cover material agreements, shareholder voting matters, capital-structure information, governance topics, and security-structure matters tied to BIOE's public-company status.
Bio Essence Corp. reported a sharp turnaround for the six months ended June 30, 2026, posting net income of $475,450 versus a loss a year earlier, on a more than tripling of OEM service revenues to $1,295,248. Gross profit rose to $789,614, and operating income reached $495,085.
Total assets increased to $4,002,945, driven largely by the acquisition of the MediFlow AI software, recorded as $3,396,438 of intangible assets after amortization. The company issued 15,800,000 new common shares during the period, including 8,800,000 shares for $440,000 of cash and 7,000,000 shares valued at $3,500,000 for the software.
Despite profitability, Bio Essence had cash of only $675, a working capital deficit of $998,524, and an accumulated deficit of $9,077,623. Management states that these factors, along with dependence on additional financing, raise substantial doubt about the ability to continue as a going concern. The company also carries about $1.5 million in operating lease liabilities tied to a disputed facility lease and acknowledges that disclosure controls and internal control over financial reporting are not effective.
Bio Essence Corp. entered into an asset purchase agreement to acquire the MediFlow AI software platform (formerly AcuVital) from Zhituo Software Co., Limited. The purchase price is $3,500,000, to be paid entirely in restricted common stock.
The board determined that 7,000,000 shares of common stock valued at $0.50 per share will satisfy the price. Zhituo subsequently assigned its right to receive these shares to its three principals, Dangwei Zhu, Jiahui Zhang, and Xiaoqiang Cai, with Bio Essence’s consent. The share issuances to these individuals were deemed effective on or about May 19, 2026, completing the transaction.
Bio Essence Corp. reported a sharp turnaround for the quarter ended March 31, 2026, driven by OEM services. Revenue rose to $500,537 from $22,189 a year earlier, all from OEM services, producing gross profit of $319,353.
The company moved from a net loss of $205,752 to net income of $205,373, helped by lower general and administrative expenses. Despite this, the balance sheet remains weak, with total assets of $789,032, current liabilities of $2,160,871, and a stockholders’ deficit of $1,427,520, and management discloses substantial doubt about continuing as a going concern.
During the quarter, Bio Essence raised $440,000 via issuance of 8,800,000 common shares at $0.05 per share and ended with cash of $36,177. It has accrued about $1.5M of lease-related liabilities tied to a disputed Irvine facility lease and faces an additional, unaccrued Statement of Work claim. Internal controls over financial reporting and disclosure controls are assessed as not effective.
Bio Essence Corp. entered into an Asset Purchase Agreement to acquire the MediFlow AI software platform (formerly AcuVital) from Zhituo Software Co., Limited. The purchase price is equity consideration in restricted common stock valued at $3,500,000, with fair market value and share count to be approved by the Board.
The deal transfers all rights, title, and interest in the MediFlow AI platform, including source code, architecture, and related data, while excluding any equity interest in the seller. Closing is scheduled on or before 45 days from signing, subject to conditions precedent, and the shares will be issued under securities law exemptions and treated as restricted securities.