UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Date of Report)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
On October 19, 2026, a majority of shareholders of Bio Essence Corp., a California corporation (“Company”) elected by way of written consent Thea Zhang and Geoff Fellows as a Directors of the Company.
Ms. Zhang is a strategic business and operations leader with more than fifteen years of experience overseeing business operations, manufacturing strategy, and product commercialization. She previously worked for Spyglass Pharma, Inc., as a Senior Manager, and Oasis Medical, Inc., in the same role. Ms. Zhang received a Master’s Degree in Business Administration from the University of Toledo, and a Bachelor’s Degree in Engineering – Pharmaceutical Science from Nanjing University of Technology in Nanjing, China.
Mr. Fellows similarly has experience as a business leader, with years of experience in the industry. He is the chief executive officer of Embarcadero Accessible Multi-Family Office, where he has historically overseen the firm’s tax and legal departments. Mr. Fellows brings more than three decades of experience in finance, operations, compliance, and governance from across the financial services industry to the Board.
Ms. Zhang and Mr. Fellows have no arrangement or understanding regarding their appointment, nor are they a party to any material plan, contract, or arrangement, and no transactions disclosable pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year
On October 19, 2026, a majority of shareholders of the Company voted to modify the Bylaws of the Company to remove the limit on the number of Directors that could be elected to the Board of Directors. Under the original Bylaws, the Company could have between one and three Directors. The new Amendment, memorialized in the Consent attached here, changes the limit from three Directors to ten directors. No other revisions were made to the Bylaws.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO ESSENCE CORP. | ||
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | Chief Executive Officer | |
| Dated: October 23, 2026 | ||
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