Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2019

AVALON GLOBOCARE CORP.

(Exact name of registrant as specified in its charter)

Delaware		000-55709		47-1685128
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728

(Address of principal executive offices) (zip code)

646-762-4517

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

x Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		AVCO		The Nasdaq Capital Market

Item 5.07

Submission of Matters to a Vote of Security Holders

Avalon GloboCare Corp. (the "Company") held its Annual Meeting on August 6, 2019. Of the 75,655,639 shares of Common Stock outstanding on June 10, 2019, the record date, 51,951,344 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:

(1) Elect nine directors until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The nine directors receiving the highest vote were appointed to the board. The following Directors were elected to the board.

	For		Withheld
Wenzhao “Daniel” Lu		47,313,411		24,849
David Jin		47,313,709		24,551
Meng Li		47,313,410		24,850
Yancen Lu		47,316,109		22,151
Steven A. Sanders		47,320,126		18,134
Wilbert J. Tauzin II		47,316,067		22,193
William B. Stilley, III		47,316,123		22,137
Tevi Troy		47,317,599		20,661
Yue “Charles” Li		47,313,344		24,916

(2) Ratify the appointment of RBSM LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. This matter was determined based on majority of the shares cast.

For				Against				Abstain
	50,924,196				927,478				99,670

(3) Approve the adoption of the 2019 Stock Incentive Plan and the reservation of 5,000,000 shares of common stock thereunder. This matter was determined based on majority of the shares cast.

For				Against				Abstain
	47,298,008				36,226				4,026

(4) Approve the compensation of the Company's named executive officers on a non-binding, advisory basis. This matter was determined based on majority of the shares cast.

For				Against				Abstain
	47,297,928				33,745				6,587

(5) Vote, on a non-binding, advisory basis, on the frequency with which stockholders would have an opportunity to hold an advisory vote on the Company’s executive compensation program with the option of selecting a frequency of one, two or three years, or abstaining.

One				Two				Three				Abstain
	632,871				3,416				46,697,873				4,100

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.