Current Report Filing (8-k)
27 July 2022 - 08:01PM
Edgar (US Regulatory)
0001630212
false
0001630212
2022-07-25
2022-07-25
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 25, 2022
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 Number) |
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)) |
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 |
|
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 July 25, 2022, Avalon GloboCare Corp. (the “Company”)
(the “Company”) and Wenzhao “Daniel” Lu entered into and closed a Debt Settlement Agreement and Release pursuant
to which Mr. Lu converted $2.9 million of the debt, including interest, owed under the Line of Credit into 4,442,989 shares of common
stock of the Company at a per share price of $0.65. As a result of the draw down described above and the conversion the total principal
amount outstanding under the Credit Line to $-0- million.
On July 25, 2022, the Company and Fsunshine Trading
PTE. Ltd. (“Fsunshine”) entered into a Conversion Agreement pursuant to which Fsunshine converted its Convertible Notes in
the amount of $3.7 million, including interest, into 5,736,451 shares of common stock of the Company at a per share price of $0.65.
The offers, sales and issuances of the above securities
were made to Fsunshine, an accredited investor, and Mr. Lu, an accredited investor, director of the Company and a significant shareholder
of the Company, 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 sales. No advertising or general solicitation was employed in offering the securities. The
offers and sales were made to accredited investors 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
agreements 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) | Incorporated
by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 3, 2019. |
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. |
|
|
|
Date: July 26, 2022 |
By: |
/s/ Luisa Ingargiola |
|
Name: |
Luisa Ingargiola |
|
Title: |
Chief Financial Officer |
2
Avalon GloboCare (NASDAQ:AVCO)
Historical Stock Chart
From Feb 2024 to Mar 2024
Avalon GloboCare (NASDAQ:AVCO)
Historical Stock Chart
From Mar 2023 to Mar 2024
Real-Time news about Avalon GloboCare Corporation (NASDAQ): 0 recent articles
More Avalon Globocare Corp. News Articles