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