BIOE · Bio Essence Corporation

Bio Essence Corporation, a California corporation listed on OTCQB, has executed an Asset Purchase Agreement with Zhituo Software Co., Limited, a Hong Kong entity, to acquire the full suite of assets comprising the MediFlow AI platform, formerly known as AcuVital. This includes all source code, object code, system architecture, databases, algorithms, APIs, technical frameworks, documentation, domain names, trademarks, and associated intellectual property rights, with no equity in the seller being transferred. The transaction values the assets at $3,500,000, payable entirely in restricted common stock of the Company, determined at fair market value and requiring final Board approval on the number of shares. This stock-for-assets structure leverages the Company's equity without immediate cash outlay, potentially diluting existing shareholders pending share issuance details post-approval.

The deal was swiftly approved via unanimous written consent of the Board on April 21, 2026, with signatures from directors Yin Yan, Siyavash Fooladian, and William Sluss, ratifying prior negotiations and authorizing CEO Yin Yan to execute. No prior material relationship existed, reducing conflict concerns. Closing is targeted within 45 days, contingent on Board approval and standard closing deliverables like IP assignments. Seller provides robust representations on ownership free of liens, non-infringement of third-party rights, and no undisclosed liabilities, backed by indemnification covering breaches and IP claims, with survival periods up to the statute of limitations for core warranties.

For investors, this acquisition bolsters the Company's technology portfolio with AI-driven software, potentially enhancing product offerings in health or biotech sectors implied by naming. Risks include share dilution, integration challenges, and reliance on seller warranties, but the arm's-length nature and indemnities mitigate some concerns. Shares issued under Section 4(a)(2)/Reg D exemptions carry Rule 144 restrictions, with no liquidity assurances.