Bio Essence Corp.

05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:01

Amendment to Current Report (Form 8-K/A)

Exhibit 99.2

CONSENT RESOLUTIONS OF THE BOARD OF DIRECTORS

(BIO ESSENCE CORP.)

NOW COMES the Board of Directors for Bio Essence Corp., a California corporation (the "Company"), hereby consents pursuant to Article II, Section 13 of the Bylaws to the following action in lieu of a meeting:

WHEREAS, the Company executed an Asset Purchase Agreement with Zhituo Software Co., Limited, a company incorporated under the laws of Hong Kong ("Zhituo") whereby the Company acquired software known as MediFlow AI and assets related to the same ("Software");

WHEREAS, the Asset Purchase Agreement requires the Board of Directors to determine the number of shares of common stock necessary to satisfy the purchase price of $3,500,000;

WHEREAS, the Company's common stock has traded at $0.50 per share over the past five (5) days;

NOW THEREFORE, the Board of Directors consent to the following actions:

RESOLVED, the Company shall issue to Zhituo, or its designated assignees, shares of common stock in the total amount of 7,000,000 shares, with each representing a value of $0.50 per share for a total of $3,500,000.

RESOLVED, the Board of Directors hereby ratifies all prior acts of the Company, its officers, and its directors as being in the best interest of the Company.

[Signatures on Next Page]

SIGNATURE PAGE FOR CONSENT RESOLUTIONS OF THE BOARD OF DIRECTORS

(BIO ESSENCE CORP.)

Approved for entry in the books and records of the Corporation.

Dated: May 7, 2026

/s/ Yin Yan
By: Yin Yan
Its: Director
/s/ Siyavash Fooladian
By: Siyavash Fooladian
Its: Director
/s/ William Sluss
By: William Sluss
Its: Director
Signature: /s/ Siyavash Fooladian
Siyavash Fooladian (May 8, 2026 22:04:59 PDT)
Email: [email protected]
Bio Essence Corp. published this content on May 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 19, 2026 at 20:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]