Current Report Filing (8-k)
February 14 2022 - 12:41PM
Edgar (US Regulatory)
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2022-02-09
2022-02-09
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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): February 9, 2022
AVALON
GLOBOCARE CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-38728
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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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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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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.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 9, 2022, Avalon GloboCare Corp. (the “Company”) received notice from The Nasdaq Stock Market (“Nasdaq”)
that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business
days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq
Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”).
Nasdaq’s
notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.
The
notice indicates that the Company will have 180 calendar days, until August 8, 2022, to regain compliance with this requirement. The
Company can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common stock is at least
$1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period. If the Company does not regain
compliance during the initial compliance period, it may be eligible for additional time to regain compliance. To qualify, the Company
will be required to meet the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial
listing standards, except the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency
during the second compliance period by effecting a reverse stock split, if necessary. If the Company is not eligible or it appears to
Nasdaq that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide written notice
to the Company that the Company’s common stock will be subject to delisting. In the event of such notification, the Company may
appeal Nasdaq’s determination to delist its securities, but there can be no assurance that Nasdaq would grant the Company’s
request for continued listing.
The
Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate, consider available options to
regain compliance with the Rule. There can be no assurance that the Company will be able to regain compliance with the Rule or will otherwise
be in compliance with other Nasdaq listing criteria.
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:
February 14, 2022
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By:
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/s/
Luisa Ingargiola
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Name:
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Luisa
Ingargiola
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Title:
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Chief
Financial Officer
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2
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