Bio Essence Corp 8-K/A

What Happened

• Bio Essence Corp (BIOE) filed an 8-K reporting it entered into an Asset Purchase Agreement to acquire software formerly known as AcuVital (now MediFlow AI) from Zhituo Software Co., Limited. The purchase covers the software, source code, system architecture, data and related technical assets. Consideration is common stock valued at $3,500,000 (fair market value), with the valuation and number of shares subject to Board approval. The transaction closed and the share issuances became effective on or about May 19, 2026.

Key Details

• Seller: Zhituo Software Co., Limited (Hong Kong). Prior to the deal there was no material relationship between Zhituo and Bio Essence.
• Consideration: Issuance of Bio Essence common stock equal to $3,500,000 fair market value (valuation/number of shares approved by the Board).
• Assignment: Zhituo’s three principals — Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai — executed assignment agreements to receive portions of the shares reserved for Zhituo; those assignments were approved by the Board and became effective May 19, 2026.
• Closing: All remaining conditions under the APA were satisfied and the acquisition closed around May 19, 2026.

Why It Matters

• This is a strategic acquisition of an AI-driven healthcare software asset (MediFlow AI) paid for in equity rather than cash, which can preserve Bio Essence’s cash but will dilute existing shareholders depending on the number of shares issued. The filing documents the transfer of intellectual property and confirms the deal closed, giving investors a concrete change in the company’s asset base and potential future product or revenue opportunities tied to the acquired software.