Bio Essence (OTCQB: BIOE) to acquire MediFlow AI platform for $3.5M stock

Rhea-AI Filing Summary

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.

Insights

Technology M&A and capital markets analyst

Bio Essence is buying MediFlow AI for $3.5M in restricted stock, adding a full software platform via equity rather than cash.

Bio Essence Corp. agreed to acquire all intellectual property and related assets for the MediFlow AI platform from Zhituo Software. The consideration is restricted common stock valued at $3,500,000, with final share count based on fair market value approved by the Board. No equity in the seller is acquired.

The agreement assigns worldwide intellectual property rights, with seller representations on ownership, non‑infringement, and absence of undisclosed material liabilities tied to the assets. Indemnification, survival, and limitation‑of‑liability clauses are standard, with certain key representations surviving for the statute of limitations.

The equity is issued under Section 4(a)(2) and/or Regulation D and will be “restricted securities” under Rule 144, so the seller bears liquidity and resale constraints. Closing is targeted within 45 days of signing, subject to conditions precedent, meaning execution risk remains until those conditions are met.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Purchase price: $3,500,000 equity Closing window: 45 days Securities law exemption: Section 4(a)(2) / Regulation D +2 more

5 metrics

Purchase price $3,500,000 equity Equity consideration for MediFlow AI software assets

Closing window 45 days Closing to occur on or before 45 days from signing

Securities law exemption Section 4(a)(2) / Regulation D Exemptions for issuance of restricted common stock

Survival of reps 18 months General representations and warranties survive 18 months post-closing

Governing law California Agreement governed by laws of the State of California

Key Terms

Asset Purchase Agreement, restricted securities, Section 4(a)(2), Regulation D, +2 more

6 terms

Asset Purchase Agreement financial

"entered into a Asset Purchase Agreement (“APA”) with Zhituo Software Co., Limited"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

restricted securities regulatory

"Such shares shall constitute “restricted securities” as defined under Rule 144"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Section 4(a)(2) regulatory

"issued pursuant to an exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 144 regulatory

"Such shares shall constitute “restricted securities” as defined under Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

indemnify financial

"Seller shall indemnify, defend, and hold harmless Buyer and its affiliates"

To indemnify means to promise to cover or reimburse someone for losses, costs, or legal claims that arise from a specified action or event. For investors, indemnification shifts potential financial risk—like a safety net or warranty—so a party that agrees to indemnify protects others from unexpected liabilities, which can affect a company’s future expenses, deal terms, and perceived investment risk.

Understanding 8-K Material Events →

false 0001723059 0001723059 2026-04-24 2026-04-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

April 24, 2026

(Date of Report)

BIO ESSENCE CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

California		000-56263		94-3349551
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(COMMISSION FILE NO.)		(IRS EMPLOYEE IDENTIFICATION NO.)

2955 Main Street, Suite 300, 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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On April 20, 2026, Bio Essence Corp., a California corporation (“Company”) entered into a Asset Purchase Agreement (“APA”) with Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (“Zhituo”). Under the APA, the Company acquires ownership of certain software known as MediFlow AI, previously known as AcuVital, along with all of its software source code, system architecture, data, APOs, frameworks, and other technical information and data, the full extent of which is listed in Article II, Section 2.2 of the APA (collectively the “Software”), which is attached hereto as an Exhibit. In exchange for the acquisition of the Software, Zhituo will receive compensation by way of the issuance of common stock of the Company in an amount equal to fair market value of Three Million Five Hundred Thousand Dollars ($3,500,000). The valuation and number of shares is subject to approval by the Company’s Board of Directors.

Prior to the initiation of this transaction, there was no material relationship between the Company and Zhituo. A copy of the APA and the Consent Resolution of the Board of Directors approving the terms of the APA are attached hereto as an Exhibit.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Consent Resolution and Asset Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 24, 2026

2

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’s executives have entered into negotiations with Zhituo Software, Co., Ltd, to purchase software known as MediFlow AI (“Software”);

WHEREAS, those negotiations have resulted in the production of an Asset Purchase Agreement, attached hereto as Exhibit A, that the Company’s officers believe is in the best interest of the Company to execute to memorialize the purchase and acquisition of the Software (“APA”);

WHEREAS, the Board of Directors consents to the acquisition of the Software pursuant to the terms of the APA;

NOW THEREFORE, the Board of Directors consent to the following actions:

RESOLVED, the Board of Directors approves the terms of the APA, and the Company’s Chief Executive Officer, Yin Yan, has authorization to execute the same.

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.

[Signatures on Next Page]

SIGNATURE PAGE FOR CONSENT RESOLUTIONS OF THE BOARD OF DIRECTORS
(BIO ESSENCE CORP.)

Approved for entry in the books and records of the Corporation.

Dated: April 21, 2026

/s/ Yin Yan
By:	Yin Yan
Its:	Director
/s/ Siyavash Fooladian
By:	Siyavash Fooladian
Its:	Director
/s/ William Sluss
By:	William Sluss
Its:	Director

Exhibit A

(Beginning on Following Page)

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made as of _April 20_, 2026 (the “Effective Date”), by and between:

Bio Essence Corporation, a corporation incorporated under the laws of the United States and listed on the OTCQB Market (“Buyer”),

and

Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong (“Seller”).

Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties.”

ARTICLE I

PARTIES

Buyer:

Bio Essence Corporation (BIOE)

Seller:

Zhituo Software Co., Limited

ARTICLE II

PURCHASED ASSETS

2.1 Sale of Assets.

Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the MediFlow AI (previously “AcuVital”) platform (the “Purchased Assets”).

2.2 Purchased Assets Defined.

The Purchased Assets include, without limitation:

● All software source code and object code;

● System architecture, databases, algorithms, APIs, and technical frameworks;

● Documentation, specifications, and development materials;

● Domain names, trademarks, service marks, logos (if any), and associated goodwill;

● All intellectual property rights, including copyrights, trademarks, trade secrets, and other proprietary rights; and

● All other assets used exclusively in connection with the MediFlow AI (previously “AcuVital”) platform.

Page 1 of 5

ASSET PURCHASE AGREEMENT

2.3 Excluded Assets.

No equity interest in Seller is transferred pursuant to this Agreement. All assets not expressly included in the Purchased Assets are excluded.

ARTICLE III

PURCHASE PRICE

3.1 Purchase Price.

The aggregate purchase price for the Purchased Assets (the “Purchase Price”) shall consist of:

Equity Consideration: shares of restricted common stock of Buyer that are equivalent to USD $3,500,000 valued at fair market value as approved by Buyer’s Board of Directors.

3.2 Allocation.

The Parties shall allocate the Purchase Price among the Purchased Assets in a manner consistent with applicable tax laws.

ARTICLE IV

SHARE CONSIDERATION

4.1 Securities Law Compliance.

Any shares issued as equity consideration are not compensation for services and shall be issued pursuant to an exemption from registration under Section 4(a)(2) of the U.S. Securities Act of 1933 and/or Regulation D promulgated thereunder.

4.2 Restricted Securities.

Such shares shall constitute “restricted securities” as defined under Rule 144 and shall be subject to all applicable transfer restrictions. Buyer makes no representation or warranty regarding liquidity, resale, or market value.

ARTICLE V

INTELLECTUAL PROPERTY ASSIGNMENT

5.1 Ownership.

Seller represents and warrants that it owns all rights, title, and interest in and to the Purchased Assets, free and clear of all liens and encumbrances.

5.2 Assignment.

At Closing, Seller hereby irrevocably assigns, transfers, and conveys to Buyer all intellectual property rights in the Purchased Assets, including all worldwide rights therein, whether now existing or hereafter arising.

Page 2 of 5

ASSET PURCHASE AGREEMENT

5.3 Further Assurances.

Seller agrees to execute such further documents and take such further actions as may reasonably be required to perfect Buyer’s ownership of the Purchased Assets.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations.

Seller represents and warrants that:

(a) Seller has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby;

(b) The execution and performance of this Agreement do not violate any agreement to which Seller is a party;

(c) The Purchased Assets do not infringe, misappropriate, or violate any third-party intellectual property rights; and.

(d) There are no undisclosed material liabilities relating to the Purchased Assets.

6.2 Buyer Representations.

Buyer represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

ARTICLE VII

CLOSING

7.1 Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on or before 45 days of the signing of the agreement, or a date mutually agreed upon by the Parties, subject to satisfaction or waiver of all conditions precedent.

7.2 Conditions Precedent.

Conditions to Closing include, without limitation:

● Approval by Buyer’s Board of Directors; and

● Delivery of all required assignment, transfer, and closing documents.

ARTICLE VIII

TAX MATTERS

Each Party shall be responsible for its own taxes arising from this Agreement unless otherwise required by applicable law.

Page 3 of 5

ASSET PURCHASE AGREEMENT

ARTICLE IX

GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within the State of California.

ARTICLE X

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or negotiations, whether written or oral.

ARTICLE XI

INDEMNIFICATION

11.1 Seller Indemnification.

Seller shall indemnify, defend, and hold harmless Buyer and its affiliates from and against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

(a) any breach of Seller’s representations or warranties;

(b) any breach of Seller’s covenants; or

(c) any claim that the Purchased Assets infringe any third-party rights.

11.2 Buyer Indemnification.

Buyer shall indemnify Seller for losses arising from Buyer’s breach of this Agreement.

ARTICLE XII

SURVIVAL

Seller’s representations and warranties shall survive the Closing for eighteen (18) months, except that representations relating to intellectual property, authority, title to assets, and taxes shall survive for the applicable statute of limitations. Covenants intended to survive shall survive in accordance with their terms.

ARTICLE XIII

LIMITATION OF LIABILITY

Except for claims arising from fraud, willful misconduct, or breaches of intellectual property representations, neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages.

Page 4 of 5

SIGNATURES

BUYER:
Bio Essence Corporation (BIOE)
By:	/s/ Yin Yan
Name:	Yin Yan
Title:	CEO
Date:	04/20/2026
SELLER:
Zhituo Software Co., Limited
By:	/s/ Dangwei Zhu
Name:	Dangwei Zhu
Title:	CEO
Date:	04/21/2026

Page 5 of 5

FAQ

What did Bio Essence Corp. (BIOE) agree to acquire in this 8-K filing?

Bio Essence agreed to acquire the MediFlow AI software platform, formerly known as AcuVital, including all related source code, system architecture, data, APIs, frameworks, and associated technical information, transferring full intellectual property rights from Zhituo Software to Bio Essence.

How much is Bio Essence Corp. (BIOE) paying for MediFlow AI?

Bio Essence will pay $3,500,000 in equity consideration. The purchase price will be satisfied through issuing restricted common stock, with the fair market value and resulting share count subject to approval by the company’s Board of Directors.

How will Bio Essence Corp. (BIOE) structure the consideration to Zhituo Software?

Consideration will be shares of restricted common stock of Bio Essence, equivalent to $3,500,000 at Board‑approved fair market value. These shares are not compensation for services and will be issued under Section 4(a)(2) and/or Regulation D exemptions from registration.

When is the closing of the MediFlow AI acquisition expected for BIOE?

The closing is scheduled to occur on or before 45 days from the agreement’s signing date, or on another mutually agreed date. Completion is subject to satisfaction or waiver of all conditions precedent specified in the Asset Purchase Agreement.

What intellectual property rights is Bio Essence Corp. (BIOE) receiving in this deal?

Bio Essence will receive all rights, title, and interest in the MediFlow AI platform, including worldwide intellectual property rights. Zhituo represents it owns these assets free of liens and that the assets do not infringe third‑party intellectual property rights.

Are the shares issued to Zhituo in the BIOE deal freely tradable?

No. The shares will be “restricted securities” under Rule 144, subject to transfer and resale limitations. Bio Essence makes no representation about the liquidity, resale prospects, or market value of these restricted common shares issued as purchase consideration.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 CONSENT RESOLUTION AND ASSET PURCHASE AGREEMENT 42.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB