{"url_path":"/sec/bioe/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1723059/0001213900-26-058985-index.html","accession_number":"0001213900-26-058985","cik":"0001723059","ticker":"BIOE","issuer_name":"Bio Essence Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1723059/0001213900-26-058985-index.html","primary_entity_key":"0001723059","primary_entity_name":"Bio Essence Corp"},"word_count":370,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\nOn April 20, 2026, Bio Essence Corp., a California\ncorporation (“Company”) entered into a Asset Purchase Agreement (“APA”) with Zhituo Software Co., Limited, a company\nincorporated under the laws of Hong Kong (“Zhituo”). Under the APA, the Company acquires ownership of certain software known\nas MediFlow AI, previously known as AcuVital, along with all of its software source code, system architecture, data, APOs, frameworks,\nand other technical information and data, the full extent of which is listed in Article II, Section 2.2 of the APA (collectively the “Software”),\nwhich is attached hereto as an Exhibit. In exchange for the acquisition of the Software, Zhituo will receive compensation by way of the\nissuance of common stock of the Company in an amount equal to fair market value of Three Million Five Hundred Thousand Dollars ($3,500,000).\nThe valuation and number of shares is subject to approval by the Company’s Board of Directors.\n\n \n\nPrior to the initiation of this transaction, there\nwas no material relationship between the Company and Zhituo. A copy of the APA and the Consent Resolution of the Board of Directors approving\nthe terms of the APA are attached hereto as an Exhibit.\n\n \n\nSubsequent to the execution of the APA previously\ndisclosed, the Company was informed that Zhituo preferred the shares issued by the Company as consideration for the Software be assigned\nto the individual stakeholders of Zhituo. On May 9, 2026, Zhituo’s three principals, Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai,\nexecuted assignment agreements whereby each of the principals would receive a portion of the shares reserve for Zhituo pursuant to the\nAPA. Those assignments were subsequently returned to the Company on May 18, 2026, and are attached hereto, along with the Consent Resolution\nsigned by the Company’s Board of Directors approving of the assignments. At the time of the execution of the APA and the assignments,\nthere was no material relationship between Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai, on the one hand, and the Company, on the other.\n\n \n\nOn or about May 19, 2026, the share issuances\nto Dangwei Zhu, Jiahui Zhang, and Xiaoquiang Cai were deemed effective, satisfying all remaining conditions under the APA and closing\nthe transaction."}