Current Report Filing (8-k)
November 07 2017 - 3:46PM
Edgar (US Regulatory)
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):
November 1, 2017
(Exact name of registrant as specified in its
charter)
Delaware
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000-55709
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47-1685128
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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4400 Route 9, Suite 3100 Freehold, NJ 07728
(Address of principal executive offices) (zip
code)
646-762-4517
(Registrant's telephone number, including area
code)
Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
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
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Emerging growth company
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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.
¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
November 1, 2017, Congressman Wilbert J. Tauzin II was appointed to the Board of Directors of Avalon GloboCare Corp. (the “Company”)
to serve as a director of the Company. Mr. Tauzin entered into an agreement pursuant to which he will serve as a director. The
director agreement provides that he will receive options to acquire 40,000 shares of common stock per year commencing January 1,
2018 at an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts
quarterly and shall be exercisable for a period of five years. For 2017, the Company granted Mr. Tauzin options to acquire 50,000
shares of common stock at an exercise price of $1.00 for a term of five years with 10,000 options vesting immediately and the balance
vesting at the rate of 10,000 options at the beginning of ever quarter in 2018. In addition, the Company entered into an agreement
with Tauzin Consultants, LLC (“Tauzin Consultants”). Pursuant to the agreement, in addition to other compensation,
the Company is required to issue options to acquire 90,000 shares of common stock at an exercise price of $1.00 per share for a
term of three years. Tauzin Consultants has assigned 50,000 options to Thomas Tauzin and 40,000 options to Congressman Tauzin.
Thomas Tauzin is Congressman Tauzin’s son.
There
is no understanding or arrangement between Congressman Tauzin and any other person pursuant to which he was appointed as director. Congressman
Tauzin do not have any family relationship with any director, executive officer or person nominated or chosen by us to become
a director or an executive officer. Congressman Tauzin has not had direct or indirect material interest in any transaction
or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.
From December 2010
until March 1, 2014, Congressman Tauzin served as Special Legislative Counsel to Alston & Bird LLP. From December 2004
to June 2010, Congressman Tauzin was President and Chief Executive Officer of the Pharmaceutical Research and Manufacturers of
America, a trade group that serves as one of the pharmaceutical industry’s top lobbying groups. He served 13 terms in the
U.S. House of Representatives, representing Louisiana’s 3rd Congressional District since being first sworn in in
1980. From January 2001 through February 2004, Congressman Tauzin served as Chairman of the House Committee on Energy and Commerce.
He also served as a senior member of the House Resources Committee and Deputy Majority Whip. Prior to serving as a member of Congress,
Congressman Tauzin was a member of the Louisiana State Legislature, where he served as Chairman of the House Natural Resources
Committee and Chief Administration Floor Leader. He currently serves as a director of Entergy Corporation and LHC Group, Inc.,
publicly-traded companies, and Lenitiv Scientific, LLC and Resilient Network Systems, LLC, both privately-held companies. Congressman
Tauzin received a Bachelor of Arts Degree from Nicholls State University and a Juris Doctor from Louisiana State University.
The foregoing
information is a summary of each of the agreements involved in the transactions described above, is not complete, and is
qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this
Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and
conditions associated with this transaction.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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.
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AVALON GLOBOCARE CORP.
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Dated: November 7, 2017
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By:
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/s/ David Jin
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Name: David Jin
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Title: Chief Executive Officer, President and Director
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