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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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(COMMISSION FILE NO.) | (IRS EMPLOYEE IDENTIFICATION NO.) |
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 12, 2024, Yangyang Huang and Simon Shavanson (collectively the “Resigning Directors”) resigned from the Board of Directors of Bio Essence Corp. (the “Company”). The Company received confirmation of their resignation on or about June 14, 2024. The Resigning Directors’ decision was not based on any material dispute or as defined in 17 CFR 240.3b-7, and as such this disclosure is made pursuant to Item 5.02(b).
On June 18, 2024, the Company’s remaining directors unanimously appointed William Sluss to the Board of Directors pursuant to Article II, Section 6 of the Company’s Bylaws. Mr. Sluss serves as the Company’s Chief Financial Officer. There were no arrangements or material understandings between Mr. Sluss and the remaining Board of Directors, as the Board of Directors believe that Mr. Sluss’s experience as the Chief Financial Officer of the Company makes him well equipped to assist in board-level decisions. There is no material arrangement, plan, or contract between Mr. Sluss and the Company in relation to his service on the Board of Directors, and no transactions that require disclosure pursuant to Item 404(a) of Regulation S-K.
SECTION 8- OTHER EVENTS
Item 8.01 Other Events
The Company has adopted an Insider Trading Policy (“Policy”) effective the date of this Current Report. The Policy is attached hereto as an exhibit.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Consent Resolution of the Board of Directors | |
| 99.2 | Insider Trading Policy | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 21, 2024 | ||
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