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. (BIOE) reports that shareholders elected Xiying (Thea) Zhang and Geoff Fellows as directors effective October 19, 2026. Shareholders also amended the bylaws, raising the permitted maximum from three directors to ten while retaining a minimum of one. Holders of 63.92% of issued and outstanding common stock signed the written consent. Zhang has more than 15 years of experience in operations, manufacturing strategy and product commercialization; Fellows is chief executive officer of Embarcadero Accessible Multi-Family Office and has more than three decades of experience in finance, operations, compliance and governance.
Bio Essence Corp. (BIOE) obtained written consent from shareholders Yin Yan and Jian Yang, who held 13,396,000 and 21,000,000 common shares, respectively, as of October 19, 2026, for an amendment that would give each preferred share 10,000 votes on shareholder matters, versus one vote per common share. Their consent represented 63.93% of common shares on October 19, 2026.
No preferred shares are currently issued and outstanding. The amendment takes effect upon filing with the California Secretary of State, after at least 20 days following the statement’s first mailing; mailing is anticipated on or about November 20, 2026.
Bio Essence Corp (BIOE) Chief Executive Officer, director and ten-percent owner Yan Yin reported three direct sales of Common Stock totaling 287,845 shares. The sales were 140,000 shares at $2.4820 per share on October 28, 2024; 4,000 shares at $0.6430 per share on October 29, 2024; and 143,845 shares at $0.5700 per share on October 30, 2024. No Rule 10b5-1 plan is reported.
Bio Essence Corp. lists a proposed sale by Yin Yan, its Director and Chief Executive Officer, of 550,000 common shares, with an aggregate market value of $148,500. The notice gives October 12, 2026 as the approximate sale date and lists Glendale Securities as the broker and OTC as the exchange.
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.
Bio Essence Corp. filed its Q3 2025 10‑Q, showing stronger operating performance but ongoing financial strain. For the nine months ended September 30, 2025, revenue was $418,112 (up from $176,385), gross profit was $284,992, operating expenses were $414,608, and net loss from continuing operations narrowed to $132,890. For the quarter, revenue was $136,800 with $12,998 net income from continuing operations.
Liquidity remains tight: cash was $28,741, current liabilities were $3,230,021, and the working capital deficit was $3,045,643 as of September 30, 2025. The company reported $885,827 in loans from shareholders and $1,496,907 in current operating lease liabilities. Accumulated deficit reached $10,582,160. Management disclosed that these conditions raise substantial doubt about the ability to continue as a going concern and plans to seek additional financing.
Operations shifted toward OEM services, including a major order from a new customer, supporting revenue growth and margin improvement. Net cash provided by operating activities from continuing operations was $328,701, offset by $301,331 used in financing. Disclosure controls and ICFR were deemed not effective. Common shares outstanding were 38,009,000 as of the latest practicable date.