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

~~October~~April 724, ~~2024~~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.)

122955 ~~Chrysler~~Main Street, ~~Unit~~Suite B300, 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))

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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. ☐

~~SECTION~~Item 41.01 –Entry ~~MATTERS~~into ~~RELATED~~a TOMaterial ~~ACCOUNTANTS~~Definitive ~~AND FINANCIAL STATEMENTS~~Agreement

~~Item~~On 4April 20, 2026, Bio Essence Corp.02, ~~Non-Reliance~~a onCalifornia corporation ~~Previously~~(“Company”) ~~Issued~~entered ~~Financial~~into ~~Statements~~a orAsset Purchase Agreement (“APA”) with Zhituo Software Co., Limited, a ~~Related~~company incorporated ~~Audit~~under ~~Report~~the orlaws ~~Completed~~of ~~Interim~~Hong ~~Review~~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.

OnPrior ~~August~~to ~~19, 2024, Bio Essence Corp., a California corporation (~~the ~~“Company”)~~initiation ~~determined~~of ~~that~~this ~~the~~transaction, ~~financial statements included on the Quarterly Report~~there onwas ~~Form 10-Q for the period ending March 31, 2024 could~~ no ~~longer~~material berelationship ~~relied~~between ~~upon.~~the ~~The~~ Company ~~terminated a lease early~~ and ~~originally wrote~~Zhituo. ~~off~~A ~~the~~copy ~~right-~~of~~-use~~ ~~and lease liability associated with~~ the ~~same~~APA ~~from~~and the ~~Company’s~~Consent ~~books,~~Resolution ~~however,~~of ~~because~~ the ~~lease~~Board ~~termination was not approved or agreed upon with the landlord, the Company determined that it should keep and report the right-~~of~~-use~~ ~~and~~Directors ~~lease liability~~approving on the ~~Company’s~~terms ~~financials~~of ~~under~~ the ~~early-termination~~APA ~~issue~~are isattached ~~resolved~~hereto inas ~~full~~an Exhibit.

~~The~~Item ~~Board~~9.01 ofFinancial ~~Directors~~Statements ~~discussed the matters contained herein with the Company’s independent accountant,~~ and ~~are simultaneously filing an Amended Quarterly Report on Form 10-Q/A with updated financial statements.~~Exhibits

SIGNATURES

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

~~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.~~1

	BIO ESSENCE CORP.
	/s/ Yin Yan
	By:	Yin Yan
	Its:	Chief Executive Officer
	Dated: October 7, 2024

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

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