Bio Essence raises board limit from 3 to 10 directors
Holders of 63.92% of Bio Essence's issued and outstanding common stock signed the written consent covering the board amendment and director elections.
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Rhea-AI Filing Summary
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.
Filing Explained
The amended bylaws set a range of one to ten directors, but allow a shareholder majority to override that limit by meeting or written consent, so ten is not an unconditional ceiling.
8-K Event Classification
Key Figures
Key Terms
consent in lieu of a meeting regulatory
authorized number of Directors regulatory
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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 Report)
(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) |
| 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
On October 19, 2026, a majority of shareholders of Bio Essence Corp., a California corporation (“Company”) elected by way of written consent Thea Zhang and Geoff Fellows as a Directors of the Company.
Ms. Zhang is a strategic business and operations leader with more than fifteen years of experience overseeing business operations, manufacturing strategy, and product commercialization. She previously worked for Spyglass Pharma, Inc., as a Senior Manager, and Oasis Medical, Inc., in the same role. Ms. Zhang received a Master’s Degree in Business Administration from the University of Toledo, and a Bachelor’s Degree in Engineering – Pharmaceutical Science from Nanjing University of Technology in Nanjing, China.
Mr. Fellows similarly has experience as a business leader, with years of experience in the industry. He is the chief executive officer of Embarcadero Accessible Multi-Family Office, where he has historically overseen the firm’s tax and legal departments. Mr. Fellows brings more than three decades of experience in finance, operations, compliance, and governance from across the financial services industry to the Board.
Ms. Zhang and Mr. Fellows have no arrangement or understanding regarding their appointment, nor are they a party to any material plan, contract, or arrangement, and no transactions disclosable pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year
On October 19, 2026, a majority of shareholders of the Company voted to modify the Bylaws of the Company to remove the limit on the number of Directors that could be elected to the Board of Directors. Under the original Bylaws, the Company could have between one and three Directors. The new Amendment, memorialized in the Consent attached here, changes the limit from three Directors to ten directors. No other revisions were made to the Bylaws.
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: October 23, 2026 | ||
2
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Acceptanc ‹ of Elecli ‹ n i o t h c li‹ arm o I i Directors of BIO Ut fiI‘. N£ 1' C OR1’. The undersigned, laavingc i een noiiii nate 1 i ic Bt iii r1 o1 Directors ot Bio Essence Corp. of the Company to the Boarcl oi I i iect‹›i s. I ‹ , ’ ' na; c ction and appointment as Director of the Company. Off Fellows Dated: October , 2020