Current Report Filing (8-k)
23 December 2021 - 3:55AM
Edgar (US Regulatory)
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2021-12-17
2021-12-17
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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):
December 17, 2021
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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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 1.01. Entry Into a Material Definitive
Agreement.
Item 2.03. Creation of a Direct Financing Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02. Unregistered Sales of Equity Securities
On December 17, 2021 and December 21, 2021, Avalon
GloboCare Corp. (the “Company”) (the “Company”) drew down an additional aggregate of $999,236 from its credit
facility under that certain credit line agreement with Wenzhao “Daniel” Lu (the “Lender”), a significant
shareholder and director of the Company, which provides the Company with a $20 million line of credit (together with related documentation,
the “Line of Credit”). The draw down aggregating $699,458 is intended to provide working capital for the Company to use
on a temporary basis for certain obligations in connection with the Company’s business. As a result of these draw downs, the
Company has approximately $14.3 million remaining available under the Line Credit. This draw down increased the total principal
amount outstanding under the Credit Line to $5.7 million.
On December 21, 2021, the Company and Mr. Lu entered
into and closed a Debt Settlement Agreement and Release pursuant to which Mr. Lu converted $3.0 million of the debt owed under the Line
of Credit into 2,4000,000 shares of common stock of the Company at a per share price of $1.25. As a result of the draw down described
above and the conversion the total principal amount outstanding under the Credit Line to $2.7 million.
The offer,
sale and issuance of the above securities was made to Mr. Lu, an accredited investor, director of the Company and a significant shareholder
of the Company, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act (the “Act”)
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 sale was made to an accredited investor and transfer of the common stock issued was restricted
by the Company in accordance with the requirements of the Act.
The foregoing information is a summary of the
agreement involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text
of the agreements, which are attached an exhibit to this Current Report on Form 8-K. Readers should review the agreement for
a complete understanding of the terms and conditions associated with these transactions.
Item 9.01 Financial Statements and Exhibits
(1)
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Incorporated
by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 3, 2019.
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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: December 22, 2021
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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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