0001630212
false
0001630212
2023-07-19
2023-07-19
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): July 19, 2023
AVALON GLOBOCARE CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38728 |
|
47-1685128 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
4400 Route 9 South, Suite 3100
Freehold,
New Jersey |
|
07728 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (732) 780-4400
Not Applicable
(Former
name or former address, if changed since last report.)
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
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ALBT |
|
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
7.01. Regulation FD.
On
July 19, 2023, Avalon GloboCare Corp. (the “Company”) issued a press release announcing that Laboratory Services MSO,
LLC (“Lab Services”) entered into an exclusive Master Service Agreement (the “MSA”) with GeneX Laboratory
Professional Corp. (“GeneX”). A copy of the press release is attached hereto as Exhibit 99.1.
The
information set forth in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item
8.01 Other Events.
On
July 19, 2023, the Company issued a press release announcing the signing of the MSA by and between Lab Services and GeneX. The Company
owns forty percent (40%) of the issued and outstanding equity interests of Lab Services. GeneX is a CLIA-certified and CAP-accredited
laboratory located in Orange County, California that has been dormant and is seeking a partner to utilize their license networks. GeneX
has licenses with major providers such as Aetna California, Anthem BC of California, United Health Care, Cigna, Noridian Medicare, TRICare
West, and Medicaid in 21 states, including Alaska, Alabama, Arizona, California, Colorado, Idaho, Indiana, Iowa, Kentucky, Mississippi,
Maine, Montana, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, South Carolina, Texas and Washington. GeneX offers a range
of testing, including Liquid Chromatography-Mass Spectrometry (LC-MS) drug testing, genetic testing, urinary testing and COVID-19 PCR
testing. Those tests will now be performed utilizing the Lab Services infrastructure and resources, providing a potentially significant
expansion opportunity for Lab Services to perform services through in-network insurance providers previously unavailable to Lab Services.
Item
9.01. Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this Current Report on Form 8-K:
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.
|
AVALON
GLOBOCARE CORP. |
|
|
|
Dated:
July 19, 2023 |
By: |
/s/
Luisa Ingargiola |
|
Name: |
Luisa
Ingargiola |
|
Title: |
Chief
Financial Officer |
2
Exhibit 99.1
Avalon GloboCare’s Laboratory Services
MSO Signs Exclusive In-Network Lab Services Agreement Providing Significant Expansion Opportunity into 21 States
MSA Signed with GeneX Laboratory, an In-Network
Laboratory Licensed in Multiple States Including Medicare and Medicaid
Laboratory Services MSO will be the Exclusive
Testing Provider for Toxicology Testing, Genetic Testing and Others
FREEHOLD, N.J., July
19, 2023 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer
of innovative precision diagnostics and provider of clinical laboratory services, today announced Laboratory Services MSO, LLC (“LSM”),
has signed an exclusive Master Service Agreement (“MSA”) with GeneX Laboratory Professional Corp. (“GeneX”). Avalon
owns a 40% interest in LSM.
Genex is a CLIA-certified
and CAP-accredited laboratory located in Orange County, California that has been dormant and seeking a partner to utilize their valuable
license networks. GeneX has licenses with major providers such as Aetna California, Anthem BC of California, United Health Care, Cigna,
Noridian Medicare, TRICare West, and Medicaid in 21 states, including Alaska, Alabama, Arizona, California, Colorado, Idaho, Indiana,
Iowa, Kentucky, Mississippi, Maine, Montana, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, South Carolina, Texas and Washington.
GeneX offers a range of high- quality testing, including Liquid Chromatography-Mass Spectrometry (LC-MS) drug testing, genetic testing,
urinary testing and COVID-19 PCR testing. Those tests will now be performed utilizing the LSM infrastructure and resources providing significant
expansion opportunity for LSM to perform services through in-network insurance providers previously unavailable.
David Jin, M.D., Ph.D.,
President and Chief Executive Officer of Avalon, commented, “This agreement is a key step in expanding LSM’s service offering
to customers and providing them access to refer business in-network. GeneX provides top-tier, comprehensive laboratory testing services
and works with major providers in addition to Medicaid in 21 states. This further expands our geographic testing footprint and should
result in significant revenue for Avalon.”
“Our strategy is
to take advantage of a unique roll-up opportunity within the highly fragmented market for laboratory testing and services. We continue
to target laboratories with exceptional performance, positive revenue track records and niche-market advantages. By leveraging LSM’s
experience and infrastructure, we expect to achieve significant synergies with respect to revenue growth and market shares,” concluded
Dr. Jin.
About Avalon GloboCare Corp.
Avalon GloboCare Corp. (NASDAQ: ALBT) is a
commercial stage company dedicated to developing and delivering innovative, transformative, precision diagnostics and clinical laboratory
services. Avalon is establishing a leading role in the innovation of diagnostic testing, utilizing proprietary technology to deliver
precise, genetics-driven results. The Company also provides laboratory services, offering a broad portfolio of diagnostic tests including
drug testing, toxicology, and a broad array of test services, from general bloodwork to anatomic pathology, and urine toxicology. For
more information about Avalon GloboCare, please visit www.avalon-globocare.com.
For the latest updates on Avalon GloboCare’s
developments, please follow our twitter at @avalongc_avco
Forward-Looking Statements
Certain statements contained in this press release
may constitute “forward-looking statements.” Forward-looking statements provide current expectations of future events based
on certain assumptions and include any statement that does not directly relate to any historical or current fact, including statements
regarding LSM. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important
factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov). In addition
to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without
limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.
The forward-looking statements included in this press release represent the Company’s views as of the date of this press release
and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future,
the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing
the Company’s views as of any date subsequent to the date of the press release.
Contact Information:
Avalon GloboCare Corp.
4400 Route 9, Suite 3100
Freehold, NJ 07728
PR@Avalon-GloboCare.com
Investor Relations:
Crescendo Communications, LLC
Tel: (212) 671-1020 Ext. 304
albt@crescendo-ir.com
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Avalon GloboCare (NASDAQ:ALBT)
Historical Stock Chart
From Jan 2025 to Feb 2025
Avalon GloboCare (NASDAQ:ALBT)
Historical Stock Chart
From Feb 2024 to Feb 2025