{"url_path":"/sec/bioe/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1723059/0001213900-26-057529-index.html","accession_number":"0001213900-26-057529","cik":"0001723059","ticker":"BIOE","issuer_name":"Bio Essence Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1723059/0001213900-26-057529-index.html","primary_entity_key":"0001723059","primary_entity_name":"Bio Essence Corp"},"word_count":270,"has_tables":true,"body_markdown":"** **\n\n**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\nOn January 6, 2026, the Company entered into a\nSubscription Agreement with Feng Yang, an individual, whereby the Company would sell to Yang 2,300,000 shares of the Company’s common\nstock in exchange for payment of $115,000. The sale was made in reliance on the exemption from registration contained in Section 4(a)(2)\nof the Securities Act of 1933 (the “Securities Act”). The Company directly issued the shares to Yang, no commissions or underwriters\nwere utilized to facilitate the transaction.\n\n \n\nOn January 13, 2026, the Company entered into\na Subscription Agreement with Fenglian Zhu, an individual, whereby the Company would sell to Zhu 2,500,000 shares of the Company’s\ncommon stock in exchange for payment of $125,000. The sale was made in reliance on the exemption from registration contained in Section\n4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The Company directly issued the shares to Zhu, no commissions\nor underwriters were utilized to facilitate the transaction.\n\n \n\nOn January 15, 2026, the Company entered into\na Subscription Agreement with Laifeng Wang, an individual, whereby the Company would sell to Wang 4,000,000 shares of the Company’s\ncommon stock in exchange for payment of $200,000. The sale was made in reliance on the exemption from registration contained in Section\n4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The Company directly issued the shares to Wang, no commissions\nor underwriters were utilized to facilitate the transaction.\n\n \n\nProceeds from the three unregistered sales disclosed\nherein were placed into the Company’s general operation fund to be used in the ordinary course of business."}