Bio Essence Corp 8-K

What Happened
Bio Essence Corp (BIOE) filed an 8‑K on April 24, 2026, disclosing it entered into an Asset Purchase Agreement with Zhituo Software Co., Limited (Hong Kong) to acquire ownership of the MediFlow AI software (formerly AcuVital). The acquisition covers the software and related assets including all source code, system architecture, data, APOs, frameworks and other technical information as detailed in the APA. Consideration to Zhituo will be paid by issuance of BIOE common stock with a fair market value of $3,500,000; the valuation and resulting number of shares are subject to approval by BIOE’s Board of Directors. The filing states there was no material relationship between the parties prior to the transaction. A copy of the APA and the Board consent resolution approving its terms are attached as exhibits.

Key Details

• Transaction type: Asset Purchase Agreement to acquire MediFlow AI (software formerly named AcuVital).
• Consideration: Issuance of BIOE common stock valued at $3,500,000 (share amount/valuation pending Board approval).
• Assets acquired: All software source code, system architecture, data, APOs, frameworks and other technical information (see Article II, Section 2.2 of the APA).
• Relationship: No material relationship existed between BIOE and Zhituo prior to the transaction.

Why It Matters
This is a non‑cash acquisition that transfers ownership of an AI healthcare software platform and its intellectual property to BIOE. For investors, the primary implications are potential strategic expansion into AI-driven healthcare software and possible dilution of existing shareholders because payment is in newly issued common stock (exact share count pending Board valuation). The deal is approved in principle by the Board per the filed consent resolution, but the valuation and share issuance details remain subject to final Board approval.