Current Report Filing (8-k)
September 26 2019 - 04:09PM
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):
September 20, 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):
☐ 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
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
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Trading Symbols
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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AVCO
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The Nasdaq Capital Market
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Item 4.01
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Change in Registrants Certifying Accountant
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Previous independent registered
public accounting firm
On September 20, 2019 (the “Dismissal
Date”), Avalon GloboCare Corp. (the “Company”) advised RBSM LLP
(the “Former Auditor”) that it was dismissed as the Company’s independent registered public accounting firm.
The decision to dismiss the Former Auditor as the Company’s independent registered public accounting firm was approved by
the Company’s Board of Directors.
During the years ended December 31, 2018 and
2017 and through the Dismissal Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to
the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s
financial statements for such years.
Except as set forth below, during the years
ended December 31, 2018 and 2017 and through the Dismissal Date, the reports of the Former Auditor on the Company's financial statements
did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty,
audit scope, or accounting principle, except that the report contained a paragraph stating there was substantial doubt about the
Company's ability to continue as a going concern.
The Company has requested that our Former Auditor
furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.
A copy of this letter is attached hereto to this Form 8-K as Exhibit 16.1.
New independent registered public accounting
firm
On September 23, 2019 (the “Engagement
Date”), the Company engaged Marcum LLP (“New Auditor”) as its independent registered public accounting firm for
the Company’s fiscal year ended December 31, 2019. The decision to engage the New Auditor as the Company’s independent
registered public accounting firm was approved by the Company’s Board of Directors.
During the two most recent fiscal years and
through the Engagement Date, the Company has not consulted with the New Auditor regarding either:
1.
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application of accounting principles to any specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
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2.
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any matter that was either the subject of a disagreement (as defined in Regulation
S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).
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Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
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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Date: September 26, 2019
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By:
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/s/ Luisa Ingargiola
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Name:
Title:
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Luisa Ingargiola
Chief Financial Officer
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