Current Report Filing (8-k)
August 08 2022 - 4:52PM
Edgar (US Regulatory)
0001630212
false
AVALON GLOBOCARE CORP
0001630212
2022-08-05
2022-08-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 5, 2022
(Exact name of registrant as specified in its charter)
Delaware |
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000-55709 |
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47-1685128 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
|
(IRS Employer
Identification Number) |
4400 Route 9 South, Suite 3100, Freehold, New
Jersey 07728
(Address of principal executive offices) (zip code)
(732) 780-4400
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbols |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
|
AVCO |
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The Nasdaq Capital Market |
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 1.01 Entry into a Material Definitive Agreement
Item
3.02 Unregistered Sales of Equity Securities
On August 5, 2022, Avalon GloboCare Corp. (the
“Company”) entered into a Subscription Agreement with Wenzhao “Daniel” Lu, Chairman of the Board of Directors
of the Company, pursuant to which Mr. Lu purchased 448,718 shares of the Company’s common stock at a price per share of $0.78 for
an aggregate purchase price of $350,000. The closing occurred on August 5, 2022.
On August 5, 2022, the Company entered into a
Subscription Agreement with Emma Li Xu Qingbo, a non-affiliate of the Company, pursuant to which Ms. Qingbo purchased 320,513 shares of
the Company’s common stock at a price per share of $0.78 for an aggregate purchase price of $250,000. The closing occurred on August
5, 2022.
The two transactions combined had total proceeds
to the Company of $600,000.
As of August 8, 2022, the Company’s stockholders’
equity is in excess of $5 million.
The offer,
sale and issuance of the above securities was made to Mr. Lu and Ms. Qingbo as accredited investors, and the Company relied upon the exemptions
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, 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 an accredited
investor and transfer of the common stock 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
agreements and governing documents described above described above, is not complete, and is qualified in its entirety by reference to
the full text of the agreements and governing documents, which are attached as exhibits to this Current Report on Form 8-K. Readers
should review the complete documents for a complete understanding of the terms and conditions associated with this transaction.
Item
9.01 Financial Statements and 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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|
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Dated: August 8, 2022 |
By: |
/s/ Luisa Ingargiola |
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Name: |
Luisa Ingargiola |
|
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Title: |
Chief Financial Officer |
2
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