Bio Essence Corp: elects two directors and amends bylaws

What happened The filing says that on Oct 19, 2026 a majority of shareholders elected by way of written consent Thea Zhang and Geoff Fellows as directors of the company. The filing also says that on Oct 19, 2026 a majority of shareholders voted to amend the company’s bylaws to remove the prior cap on board size.

The amendment to the bylaws changed the previous limit of between 1 and 3 directors so that the maximum number of directors is now 10. No other revisions to the bylaws were made, according to the filing.

Key details

• The directors elected: Thea Zhang and Geoff Fellows, effective Oct 19, 2026.
• Bylaws amendment: changed the board size cap from 3 to 10 (prior range 1 to 3).
• Ms. Zhang: more than 15 years’ experience in business operations and product commercialization; MBA from University of Toledo; Bachelor of Engineering – Pharmaceutical Science from Nanjing University of Technology; prior Senior Manager roles at Spyglass Pharma, Inc. and Oasis Medical, Inc., per the filing.
• Mr. Fellows: chief executive officer of Embarcadero Accessible Multi-Family Office; more than 30 years’ experience in finance, operations, compliance, and governance; has overseen the firm’s tax and legal departments, per the filing. Both appointees have no arrangement or understanding regarding their appointment and no transactions disclosable under Item 404(a) of Regulation S-K, according to the filing.

Why it may matter The filing reports Item 5.02 (departure or election of directors or officers) and Item 5.03 (amendments to articles of incorporation or bylaws). Item 5.02 covers the election of directors; Item 5.03 covers the bylaws amendment that increased the maximum board size to 10. A filing does not show why the insider traded or why the company acted.