Current Report Filing (8-k)
April 08 2019 - 8:31AM
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 5, 2019
AVALON
GLOBOCARE CORP.
(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 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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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
Sale of Equity Securities.
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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
April 5, 2019, Yue “Charles” Li and Meng Li were appointed to the Board of Directors of Avalon GloboCare Corp. (the
“Company”) to serve as directors of the Company. Both Mr. Li and Ms. Li entered into agreements pursuant to which
they will serve as a director of the Company. The director agreement provides that both will receive options to receive 40,000
shares of common stock per year at an exercise price equal to the closing price on December 31st of the prior year vesting quarterly.
The options shall vest in equal amounts quarterly and shall be exercisable for a period of five years. For 2019, the Company granted
both directors options to acquire 30,000 shares of common stock at an exercise price of $4.76 for a term of five years.
There
is no understanding or arrangement between the directors and any other person pursuant to which they were appointed as directors. Neither
director has any family relationship with any director, executive officer or person nominated or chosen by us to become a director
or an executive officer. Meng Li and Yue “Charles” Li are unrelated. Mr. Li 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.
Meng Li has served as the Company’s Chief Operating Officer and Secretary since October 2017 and her salary for 2019 is
$340,000. Meng Li has previously served as a director of the Company.
Yue
“Charles” Li has over 20 years of experience in the areas of M&A and Capital Markets in China. In June 2018, Mr.
Li founded and currently serves as a Managing Director of Puget SoundVest
, a private equity
firm in China focused on long term investments in healthcare sector. From February 2008 through March 2018, Mr. Li served in various
roles with FountainVest Partners including Managing Director. Mr. Li received a Bachelor of Science in Management of Information
System from Tianjin University and a MBA from Washington University.
Meng
Li is our Chief Operating Officer and Secretary. Ms. Li served on the Company’s board from October 2017 through July 2018
and was re-appointed in February 2019. Ms. Li has over 15 years of executive experience in international marketing, branding,
communications, and media investment consultancy. Ms. Li served as Managing Director at Maxus/GroupM (a WPP Group company) where
she was responsible for business P&L and corporate management from 2006 to 2015. Prior to joining Maxus/Group M, Ms. Li worked
for Zenith Media (a Publicis Group company) from 2000 to 2006 as Senior Manager. Ms. Li received a Bachelor of Arts in International
Economic Law from Dalian Maritime University in China.
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.
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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 8, 2019
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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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2
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