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 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.