Current Report Filing (8-k)
April 18 2018 - 5:02PM
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): April 13, 2018
AVALON
GLOBOCARE CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
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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83
South Street, Suite 101, Freehold, New Jersey 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
30
Wall Street, 8
th
Floor
New
York, New York 10005
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).
☒
|
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
1.01
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Entry
into a Material Definitive Agreement
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Item
3.02
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Unregistered
Sales of Equity Securities
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Avalon
GloboCare Corp. (the “Company”) entered into a Subscription Agreement with two accredited investors (the "April
2018 Accredited Investors") pursuant to which the April 2018 Accredited Investors will purchase 2,850,000 shares of the Company’s
common stock (“April 2018 Shares”) for a purchase price of $4,987,500 (the “Purchase Price”). The closing
is expected to occur in the near future. In connection with this private offering, the Company is required to pay Boustead Securities,
LLC (“Boustead”), a registered broker-dealer, a cash fee of
equal to 7% of the gross
proceeds received by the Company from such closing and issue
Boustead
warrants in the Company
exercisable for a period of five years equal to 7% of the gross proceeds received by the Company from such closing, divisible
by and exercisable at a strike price equal to 100% of the fair market value of the common stock for the Company as of the date
of the closing
.
The
offer, sale and issuance of the above securities will be made to accredited investors and the Company will rely upon the exemptions
contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to the
sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to accredited
investors and transfer of the common stock to be issued will be restricted by the Company in accordance with the requirements
of the Securities Act of 1933, as amended.
The
foregoing information is a summary of the agreement involved in the transactions described above, is not complete, and is qualified
in its entirety by reference to the full text of the agreement, which is attached an exhibit to this Current Report on Form 8-K. Readers
should review the agreement for a complete understanding of the terms and conditions associated with this transaction.
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Item 9.01
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Financial
Statements and Exhibits
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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:
April 18, 2018
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By:
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/s/ Luisa
Ingargiola
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Name:
Luisa Ingargiola
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Title:
Chief Financial Officer
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