SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
_______________________________
SCHEDULE 14A
INFORMATION
_______________________________
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate
box:
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Preliminary Proxy Statement
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Confidential, for the use of the Commission only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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AVALON
GLOBOCARE CORP.
(Name of Registrant as
Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and
0-11
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Avalon GloboCare
Corp.
2022
NOTICE OF ANNUAL
MEETING
AND
PROXY STATEMENT
December 29,
2022
at
11:00 a.m. Eastern Time
Avalon GloboCare
Corp.
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2022
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of
Avalon GloboCare Corp. (“Avalon” or the “Company”) will be held on
December 29, 2022, at 11:00 a.m. Eastern Time, to
consider the below proposals. Due to the public health
impact of the coronavirus outbreak (COVID-19) and to support
the health and well-being
of
our employees and stockholders, the Annual Meeting will be held in
a virtual meeting format at www.virtualshareholdermeeting.com/AVCO2022. The proposals
are as follows:
(1) To
elect the six director nominees named in the Proxy Statement to
hold office until the next annual meeting of stockholders and until
their successors are duly elected and qualified;
(2) To
ratify the appointment of Marcum LLP as the Company’s independent
auditors for the fiscal year ending December 31, 2022; and
(3) To
act on such other matters as may properly come before the meeting
or any adjournment thereof.
All stockholders are cordially invited to attend the Annual
Meeting. Whether or not you expect to attend the Annual Meeting, we
hope you will vote as soon as possible. Information about voting
methods is set forth in the accompanying Proxy Statement.
These proposals are fully set forth in the accompanying Proxy
Statement which you are urged to read thoroughly. For the reasons
set forth in the Proxy Statement, your Board of Directors
recommends a vote “FOR” the election of the named nominees as
directors and for Proposal 2. A list of all stockholders
entitled to vote at the Annual Meeting will be available at the
principal office of the Company during usual business hours
for examination by any stockholder for any purpose germane to the
Annual Meeting for 10 days prior to the date thereof. After
reading the enclosed Proxy Statement, please sign, date, and return
promptly the enclosed Proxy in the accompanying postpaid envelope
we have provided for your convenience or vote via the Internet as
instructed herein to ensure that your shares will be represented.
We suggest that you provide your vote electronically through the
Internet by following the instructions set out on the enclosed
Proxy Card.
IF
YOU PLAN TO ATTEND:
To
be admitted to the Annual Meeting at https://www.virtualshareholdermeeting.com/AVCO2022 you must have
your control number available and follow the instructions found on
your proxy card or voting instruction form. You may vote during the
Annual Meeting but suggest you vote beforehand by following the
instructions available on the meeting website during the meeting.
Please allow sufficient time before the Annual Meeting to complete
the online check-in
process. Your vote is very
important.
Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held December 29, 2022. In addition to the
copies you have received, the Proxy Statement and our 2021 Annual
Report on Form 10-K
to
Stockholders are available at: www.proxyvote.com.
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By Order of the Board of Directors
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/s/ Wenzhao “Daniel” Lu
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Wenzhao “Daniel” Lu
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Chairman of the Board of
Directors
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WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE
VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS
COUNTED.
Whether or not you expect to
attend the Annual Meeting in person, we urge you to vote your
shares via proxy at your earliest convenience. This will ensure the
presence of a quorum at the Annual Meeting. Promptly voting your
shares will save the Company the expenses and extra work of
additional solicitation. Submitting your proxy now will not prevent
you from voting your shares at the Annual Meeting if you desire to
do so, as your proxy is revocable at your option. Your vote is
important, so please act today!
Avalon GloboCare Corp.
4400 Route 9 South, Suite 3100
Freehold, New Jersey 07728
(732) 780-4400
Important Notice Regarding
the Availability of Proxy Materials for the
Annual Meeting of Shareholders on December 29,
2022:
Our Proxy Statement and
2021 Annual Report on Form 10-K
are available at
www.proxyvote.com
Proxy materials are being first released or mailed on or about
November 21, 2022, to all shareholders entitled to vote at the
Annual Meeting. In accordance with rules and regulations adopted by
the Securities and Exchange Commission (the “SEC”).
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Avalon
GloboCare Corp. (“Avalon” or the “Company”) to be voted at the
Annual Meeting of Stockholders (the “Annual Meeting”) which will be
held on December 29, 2022, at 11:00 a.m. Eastern Time,
and at any postponements or adjournments thereof. The proxy
materials will be furnished to stockholders on or about
November 21, 2022. This year’s annual meeting of
shareholders will be held as a virtual meeting. Shareholders
attending the virtual meeting will be afforded the same rights and
opportunities to participate as they would at an
in-person
meeting. You will be
able to attend and participate in the annual meeting online via a
live webcast by visiting www.virtualshareholdermeeting.com/AVCO2022.
In addition to voting by submitting your proxy prior to the annual
meeting, you also will be able to vote your shares electronically
during the annual meeting.
REVOCABILITY OF PROXY AND
SOLICITATION
Any stockholder executing a proxy that is solicited hereby has the
power to revoke it prior to the voting of the proxy. Revocation may
be made by attending the Annual Meeting by attending the webcast
voting the shares at such time, or by delivering to the Chief
Financial Officer of the Company at the principal office of the
Company prior to the Annual Meeting a written notice of revocation
or a later-dated, properly executed
proxy. Solicitation of proxies may be made by directors, officers
and other employees of the Company by personal interview,
telephone, facsimile transmittal or electronic communications. No
additional compensation will be paid for any such services. This
solicitation of proxies is being made by the Company, which will
bear all costs associated with the mailing of this Proxy Statement
and the solicitation of proxies.
RECORD DATE
Stockholders of record at the close of business on
November 15, 2022 will be entitled to receive notice of,
attend and vote at the Annual Meeting.
1
INFORMATION ABOUT THE ANNUAL
MEETING AND VOTING
Why am I receiving these
materials?
Avalon has furnished these materials to you by mail, in connection
with the Company’s solicitation of proxies for use at the Annual
Meeting of Stockholders to be held on December 29, 2022, at
11:00 a.m. local time. This year’s annual meeting of
shareholders will be held as a virtual meeting. Shareholders
attending the virtual meeting will be afforded the same rights and
opportunities to participate as they would at an
in-person
meeting. You will be
able to attend and participate in the annual meeting online via a
live webcast by visiting www.virtualshareholdermeeting.com/AVCO2022.
These materials have also been made available to you on the
Internet. These materials describe the proposals on which the
Company would like you to vote and also give you information on
these proposals so that you can make an informed decision. We are
furnishing our proxy materials on or about November 21, 2022
to all stockholders of record entitled to vote at the Annual
Meeting.
What is included in these
materials?
These materials include:
• this
Proxy Statement for the Annual Meeting; and
• the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
If you received paper copies of our proxy materials and wish to
receive all future proxy materials, proxy cards and annual reports
electronically, please follow the electronic delivery instructions
on www.proxyvote.com.
We encourage shareholders to take advantage of the availability of
the proxy materials on the Internet to help reduce the cost and
environmental impact of our annual shareholder meetings.
The Proxy Statement is first being sent to shareholders on or about
November 21, 2022. Also on or about November 21, 2022, we
will first make available to our shareholders this Proxy Statement
and the form of proxy relating to the 2021 Annual Meeting filed
with the SEC on November 21, 2022.
What is the proxy
card?
The proxy card enables you to appoint David Jin, our Chief
Executive Officer, and Luisa Ingargiola, our Chief Financial
Officer, as your representatives at the Annual Meeting. By
completing and returning a proxy card, you are authorizing these
individuals to vote your shares at the Annual Meeting in accordance
with your instructions on the proxy card. This way, your shares
will be voted whether or not you attend the Annual Meeting.
What is the purpose of the
Annual Meeting?
At our Annual Meeting, stockholders will act upon the matters
outlined in the Notice of Annual Meeting on the cover page of this
Proxy Statement, including:
• the
election of six persons named herein as nominees for directors of
the Company, to hold office subject to the provisions of the bylaws
of the Company, until the next annual meeting of stockholders and
until their successors are duly elected and qualified; and
• ratification
of the appointment of Marcum LLP as the Company’s independent
auditors for the fiscal year ending December 31, 2022.
In addition, management will act on such other matters as may
properly come before the meeting or any adjournment thereof, report
on the performance of the Company during fiscal year 2021 and
respond to questions from stockholders.
What constitutes a
quorum?
The presence at the meeting, in person or by proxy, of the holders
of a majority of the number of shares of common stock issued and
outstanding on the record date will constitute a quorum permitting
the meeting to conduct its business. As of the record date, there
were 99,984,439 shares of Avalon common stock issued and
outstanding. Thus, the presence of the holders of common stock
representing at least 49,992,221 votes will be required to
establish a quorum.
2
What is the difference
between a stockholder of record and a beneficial owner of shares
held in street name?
Most of our stockholders hold their shares in an account at a
brokerage firm, bank or other nominee holder, rather than holding
share certificates in their own name. As summarized below, there
are some distinctions between shares held of record and those owned
beneficially in street name.
How can I get electronic
access to the proxy materials?
The Proxy Statement provides you with instructions regarding how
to:
• view
the Company’s proxy materials for the Annual Meeting on the
Internet;
• request
hard copies of the materials; and
• instruct
the Company to send future proxy materials to you electronically by
email.
Choosing to receive future proxy materials by email will save the
Company the cost of printing and mailing documents to you and will
reduce the impact of the Company’s annual meetings on the
environment. If you choose to receive future proxy materials by
email, you will receive an email message next year with
instructions containing a link to those materials and a link to the
proxy voting website. Your election to receive proxy materials by
email will remain in effect until you terminate it.
Stockholder of
Record
If on November 15, 2022, your shares were registered directly
in your name with our transfer agent, Vstock Transfer Inc., Inc.,
you are considered a stockholder of record with respect to those
shares, and the Notice of Annual Meeting and Proxy Statement was
sent directly to you by the Company. As the stockholder of record,
you have the right to direct the voting of your shares by returning
the proxy card to us. Whether or not you plan to attend the Annual
Meeting, if you do not vote over the Internet, please complete,
date, sign and return a proxy card to ensure that your vote is
counted.
Beneficial Owner of Shares
Held in Street Name
If on November 15, 2022, your shares were held in an account
at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are
considered the beneficial owner of shares held in “street name,”
and the Notice of Annual Meeting & Proxy statement was
forwarded to you by that organization. The organization holding
your account is considered the stockholder of record for purposes
of voting at the Annual Meeting. As the beneficial owner, you have
the right to instruct that organization on how to vote the shares
held in your account. However, since you are not the stockholder of
record, you may not vote these shares in person at the Annual
Meeting unless you receive a valid proxy from the organization.
How do I
vote?
Stockholders of
Record. If
you are a stockholder of record, you may vote by any of the
following methods:
• Via the
Internet. You may vote by proxy via
the Internet by following the instructions provided on the enclosed
Proxy Card.
• By
Mail. You may vote by completing,
signing, dating and returning your proxy card in the
pre-addressed, postage-paid envelope provided.
• Online at the
Meeting. You can vote at the meeting
at www.virtualshareholdermeeting.com/AVCO2022.
Beneficial Owners of Shares
Held in Street Name. If
you are a beneficial owner of shares held in street name, you may
vote by any of the following methods:
• Via the
Internet. You may vote by proxy via
the Internet by following the instructions provided on the enclosed
Proxy Card.
• By
Mail. You may vote by proxy by
filling out the vote instruction form and returning it in the
pre-addressed, postage-paid envelope provided.
• Online at the
Meeting. You can vote at the meeting
at www.virtualshareholdermeeting.com/AVCO2022.
3
What are abstentions and
broker non-votes?
While the inspector of elections will treat shares represented by
proxies that reflect abstentions or include “broker non-votes” as shares that are present and entitled to
vote for purposes of determining the presence of a quorum,
abstentions or “broker non-votes” do
not constitute a vote “for” or “against” any matter and thus will
be disregarded in any calculation of “votes cast.” However,
abstentions and “broker non-votes”
will have the effect of a negative vote if an item requires the
approval of a majority of a quorum or of a specified proportion of
all issued and outstanding shares.
Brokers holding shares of record for customers generally are not
entitled to vote on “non-routine”
matters, unless they receive voting instructions from their
customers (see What happens if I
do not give specific voting instructions). As used herein,
“uninstructed shares” means shares held by a broker who has not
received voting instructions from its customers on a proposal. A
“broker non-vote” occurs when a
nominee holding uninstructed shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that non-routine matter.
What happens if I do not
give specific voting instructions?
Stockholders of
Record. If
you are a stockholder of record and you:
• indicate
when voting on the Internet that you wish to vote as recommended by
the Board of Directors, or
• sign
and return a proxy card without giving specific voting
instructions, then the proxy holders will vote your shares in the
manner recommended by the Board of Directors on all matters
presented in this Proxy Statement and as the proxy holders may
determine in their discretion with respect to any other matters
properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares
Held in Street Name. If
you are a beneficial owner of shares held in street name and do not
provide the organization that holds your shares with specific
voting instructions, under the rules of various national and
regional securities exchanges, the organization that holds your
shares may generally vote on routine matters, but not on
non-routine matters. Under
New York Stock Exchange (“NYSE”) rules, if your shares are
held by a member organization, as that term is defined under NYSE
rules, responsibility for making a final determination as to
whether a specific proposal constitutes a routine or
non-routine matter rests with that
organization, or third parties acting on its behalf.
What are the Board’s
recommendations?
The Board’s recommendation is set forth together with the
description of each item in this Proxy Statement. In summary, the
Board recommends a vote:
• for election
of the six director nominees named in the Proxy Statement to hold
office until the next annual meeting of stockholders and until
their successors are duly elected and qualified; and
• for
ratification of the appointment of Marcum LLP as the Company’s
independent auditors for the fiscal year ending
December 31, 2022.
With respect to any other matter that properly comes before the
Annual Meeting, the proxy holders will vote as recommended by the
Board of Directors or, if no recommendation is given, in their own
discretion.
How are proxy materials
delivered to households?
Only one copy of the Annual Report on Form 10-K for the fiscal year ending December 31,
2021 and this Proxy Statement will be delivered to an address where
two or more stockholders reside with the same last name or who
otherwise reasonably appear to be members of the same family based
on the stockholders’ prior express or implied consent.
We will deliver promptly upon written or oral request a separate
copy of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31,
2021 and this Proxy Statement. If you share an address with at
least one other stockholder, currently receive one copy of our
Annual Report on Form 10-K and
Proxy Statement at your residence, and would like to receive a
separate copy of our Annual Report on Form 10-K and Proxy Statement
4
for future stockholder meetings of the Company, please specify such
request in writing and send such written request to Avalon
GloboCare Corp., 4400 Route 9 South, Suite 3100, Freehold, New
Jersey 07728; Attention: Chief Financial Officer.
If you want to receive separate copies of the proxy statement and
annual report in the future, or if you are receiving multiple
copies and would like to receive only one copy for your household,
you should contact your bank, broker or other nominee record
holder, or you may contact us at the above address and telephone
number.
Interest of Officers and
Directors in matters to be acted upon
Except for the election to our Board of the six nominees, none of
our officers or directors has any interest in any of the matters to
be acted upon at the Annual Meeting.
How much stock is owned by 5%
stockholders, directors, and executive officers?
The following table sets forth the number of shares known to be
beneficially owned by all persons who own at least 5% of Avalon’s
outstanding common stock, the Company’s directors, the Company’s
executive officers, and the directors and executive officers as a
group as of November 15, 2022, unless otherwise noted. Unless
otherwise indicated, the stockholders listed in the table have sole
voting and investment power with respect to the shares
indicated.
Name
of Beneficial Owner(1)
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Common Stock
Beneficially
Owned
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Percentage of
Common
Stock(2)
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Wenzhao Lu*(3)
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37,337,869
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34.8
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%
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David Jin, MD, PhD*(4)
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16,000,000
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14.9
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%
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Meng Li*(5)
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5,600,000
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5.2
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%
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Luisa Ingargiola*(6)
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2,400,000
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2.2
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%
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Yancen Lu*(7)
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5,480,000
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5.1
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%
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Steven A. Sanders*(8)
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310,000
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**
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Wilbert J. Tauzin II*(9)
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730,000
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**
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William B. Stilley III*(10)
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310,000
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**
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Tevi Troy*(11)
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310,000
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**
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Yue (Charles) Li*(12)
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270,000
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**
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All officers and directors as a group (10 persons)
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68,747,869
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64.1
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%
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5% or greater beneficial owner
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FSUNSHINE TRADING PTE LTD
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5,736,452
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5.3
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%
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5
6
INFORMATION ABOUT THE BOARD
OF DIRECTORS
The Board of Directors oversees our business and affairs and
monitors the performance of management. In accordance with
corporate governance principles, the Board does not involve itself
in day-to-day operations. The directors keep themselves
informed through discussions with the Chief Executive Officer and
other key executives, visits to the Company’s facilities, by
reading the reports and other materials that we send them and by
participating in Board and committee meetings. Each director’s term
will continue until the election and qualification of his or her
successor, or his or her earlier death, resignation or removal.
Biographical information about our directors is provided in
“Proposal No. 1 — Proposal for the Election of Six
Directors” on page 18. Except as set forth in this Proxy
Statement, none of our directors held directorships in other
reporting companies or registered investment companies at any time
during the past five years. Our Board currently consists of
nine persons, of which the six nominees included in this proxy
statement have been nominated by the Company to stand for
re-election. Meng Li, Yancen Lu and
Charles Li were not nominated to be considered in this proxy
statement.
Name
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Age
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Position
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Wenzhao “Daniel” Lu
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64
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Chairman of the Board of Directors
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David Jin, MD, PhD
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54
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Chief Executive Officer, President and Director
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Meng Li*
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44
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Chief Operating Officer, Secretary and Director
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Steven A. Sanders
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76
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Director
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Yancen Lu*
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47
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Director
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Wilbert J. Tauzin II
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77
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Director
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William B. Stilley, III
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54
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Director
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Tevi Troy
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54
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Director
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Yue “Charles” Li*
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48
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Director
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Board Composition
Our business and affairs are organized under the direction of our
board of directors, which currently consists of nine members. There
are six nominees for the Board of Directors. Meng Li, Yancen Lu and
Charles Li were not nominated to be considered in this proxy
statement. The primary responsibility of our board of directors is
to provide oversight, strategic guidance, counseling, and direction
to our management team. Our board of directors meets on a regular
basis and additionally as required.
A majority of the authorized number of directors constitutes a
quorum of the Board of Directors for the transaction of business.
The directors must be present at the meeting to constitute a
quorum. However, any action required or permitted to be taken by
the Board of Directors may be taken without a meeting if all
members of the Board of Directors individually or collectively
consent in writing to the action.
Director
Independence
Our board of directors currently consists of nine (9) members.
Our board of directors has determined that Yancen Lu, William
B. Stilley, III, Steven A. Sanders, Tevi Troy and
Yue “Charles” Li, qualify as independent directors in accordance
with the Nasdaq Capital Market (“Nasdaq”) listing requirements.
Mr. Wenzhao “Daniel” Lu, Dr. David Jin Mr. Wilbert
J. Tauzin II and Ms. Meng Li are not considered
independent. Nasdaq’s independence definition includes a series of
objective tests, such as that the director is not, and has not been
for at least three (3) years, one of our employees and
that neither the director nor any of his or her family members has
engaged in various types of business dealings with us. In addition,
as required by Nasdaq rules, our board of directors has made a
subjective determination as to each independent director that no
relationships exist that, in the opinion of our board of directors,
would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. In making these
determinations, our board of directors reviewed and discussed
information provided by the directors and us with regard to each
director’s business and personal activities and relationships as
they may relate to us and our management. There are no family
relationships among any of our directors or executive officers.
7
As required under Nasdaq rules and regulations, our independent
directors meet in regularly scheduled executive sessions at which
only independent directors are present.
Family
Relationships
There are no family relationships among our directors or executive
officers.
Board Leadership Structure
and Role in Risk Oversight
Our Board of Directors, or the Board, is primarily responsible for
overseeing our risk management processes on behalf of our company.
The Board receives and reviews periodic reports from management,
auditors, legal counsel, and others, as considered appropriate
regarding our company’s assessment of risks. In addition, the Board
focuses on the most significant risks facing our company and our
company’s general risk management strategy, and also ensures that
risks undertaken by our company are consistent with the board’s
appetite for risk. While the Board oversees our company’s risk
management, management is responsible for day-to-day risk
management processes. We believe this division of responsibilities
is the most effective approach for addressing the risks facing our
company and that our board leadership structure supports this
approach.
Involvement in Certain Legal
Proceedings
To our knowledge, our directors and executive officers have not
been involved in any of the following events during the past
ten years:
• any
bankruptcy petition filed by or against such person or any business
of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior
to that time;
• any
conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
• being
subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any type of business,
securities or banking activities or to be associated with any
person practicing in banking or securities activities;
• being
found by a court of competent jurisdiction in a civil action, the
SEC or the Commodity Futures Trading Commission to have violated a
Federal or state securities or commodities law, and the judgment
has not been reversed, suspended, or vacated;
• being
subject of, or a party to, any Federal or state judicial or
administrative order, judgment decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of
any Federal or state securities or commodities law or regulation,
any law or regulation respecting financial institutions or
insurance companies, or any law or regulation prohibiting mail or
wire fraud or fraud in connection with any business entity; or
• being
subject of or party to any sanction or order, not subsequently
reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or
any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated
with a member.
Board Committees
Establishment of Board Committees and
Adoption of Charters
In November 2018, the Company established a Nominating and
Corporate Governance Committee, a Compensation Committee and an
Audit Committee (collectively, the “Committees”) and approved and
adopted charters to govern each of the Committees.
8
In connection with the establishment of the Nominating and
Corporate Governance Committee, Compensation Committee and
Audit Committee, the Board of Directors of the
Company appointed members to each such committee. Currently,
all three committees are comprised of at least three
(3) directors meeting the requirements set forth in each
applicable charter. The membership of these three standing
committees of the Board of Directors of the Company is as
follows:
Nominating and Corporate Governance Committee
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Compensation Committee
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Audit Committee
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Steven Sanders (Chairman)
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Yancen Lu (Chairman)
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William Stilley (Chairman)
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Tevi Troy
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Steven Sanders
|
|
Yancen Lu
|
William Stilley
|
|
Tevi Troy
|
|
Steve Sanders
|
Nominating and Corporate Governance
Committee
Our board of directors has determined that each of the members of
the Nominating and Governance Committee (the “Governance
Committee”) are “independent directors” as defined by Nasdaq. The
Governance Committee generally responsible for recommending to our
full board of directors’ policies, procedures, and practices
designed to help ensure that our corporate governance policies,
procedures, and practices continue to assist the board of directors
and our management in effectively and efficiently promoting the
best interests of our stockholders. The Governance Committee is
also responsible for selecting and recommending for approval by our
board of directors and our stockholders a slate of director
nominees for election at each of our annual meetings of
stockholders, and otherwise for determining the board committee
members and chairmen, subject to board of directors ratification,
as well as recommending to the board director nominees to fill
vacancies or new positions on the board of directors or its
committees that may occur or be created from time to time, all in
accordance with our bylaws and applicable law. The Governance
Committee’s principal functions include:
• developing
and maintaining our corporate governance policy guidelines;
• developing
and maintaining our codes of conduct and ethics;
• overseeing
the interpretation and enforcement of our Code of Conduct and our
Code of Ethics for Chief Executive Officer and Senior Financial and
Accounting Officers;
• evaluating
the performance of our board of directors, its committees, and
committee chairmen and our directors; and
• selecting
and recommending a slate of director nominees for election at each
of our annual meetings of the stockholders and recommending to the
board director nominees to fill vacancies or new positions on the
board of directors or its committees that may occur from time to
time.
During 2021, the Nominating and Corporate Governance Committee did
not meet. The Governance Committee is governed by a written charter
approved by the board of directors. A copy of the Governance
Committee’s charter is posted on the Company’s website at
www.avalon-globocare.com in the
“Investors” section of the website. In identifying potential
independent board of directors’ candidates with significant
senior-level professional experience,
the Governance Committee solicits candidates from the board of
directors, senior management and others and may engage a search
firm in the process. The Governance Committee reviews and narrows
the list of candidates and interviews potential nominees. The final
candidate is also introduced and interviewed by the board of
directors and the lead director if one has been appointed. In
general, in considering whether to recommend any particular
candidate for inclusion in the board of directors’ slate of
recommended director nominees, the Governance Committee will apply
the criteria set forth in its corporate governance guidelines.
These criteria include the candidate’s integrity, business acumen,
commitment to understanding our business and industry, experience,
conflicts of interest and the ability to act in the interests of
our stockholders. Further, specific consideration is given to,
among other things, diversity of background and experience that a
candidate would bring to the board of directors. The Governance
Committee does not assign specific weights to particular criteria
and no particular criterion is a prerequisite for each prospective
nominee. The Company believe that the backgrounds and
qualifications of its directors, considered as a group, should
provide a composite mix of experience, knowledge and abilities that
will allow the board of directors to fulfill its responsibilities.
Stockholders may recommend individuals to the Governance Committee
for consideration as potential director candidates by submitting
their names, together with appropriate biographical information and
background materials to the Company’s Governance Committee.
Assuming that appropriate biographical and background material
9
has been provided on a timely basis, the Governance Committee will
evaluate stockholder recommended candidates by following
substantially the same process, and applying substantially the same
criteria, as it follows for candidates submitted by others.
Audit Committee
We have a separately-designated
standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the
“Exchange Act”). Our board of directors has determined that
the members are all “independent directors” as defined by the rules
of Nasdaq applicable to members of an audit committee and
Rule 10A-3(b)(i) under the
Exchange Act. In addition, Mr. Stilley is an “audit
committee financial expert” as defined in
Item 407(d)(5) of Regulation S-K and demonstrates “financial sophistication” as
defined by the rules of The NASDAQ Stock Market, Inc. The Audit
Committee is appointed by our board of directors to assist our
board of directors in monitoring (1) the integrity of our
financial statements, (2) our compliance with legal and
regulatory requirements, and (3) the independence and
performance of our internal and external auditors. The Audit
Committee’s principal functions include:
• reviewing
our annual audited financial statements with management and our
independent auditors, including major issues regarding accounting
and auditing principles and practices and financial reporting that
could significantly affect our financial statements;
• reviewing
our quarterly financial statements with management and our
independent auditor prior to the filing of our Quarterly Reports on
Form 10-Q, including the results
of the independent auditors’ reviews of the quarterly financial
statements;
• recommending
to the board of directors the appointment of, and continued
evaluation of the performance of, our independent auditor;
• approving
the fees to be paid to our independent auditor for audit services
and approving the retention of our independent auditor for
non-audit services and all fees for
such services;
• reviewing
periodic reports from our independent auditor regarding our
auditor’s independence, including discussion of such reports with
the auditor;
• reviewing
the adequacy of our overall control environment, including internal
financial controls and disclosure controls and procedures; and
• reviewing
with our management and legal counsel legal matters that may have a
material impact on our financial statements or our compliance
policies and any material reports or inquiries received from
regulators or governmental agencies.
During 2021, the audit committee met four times. A copy of the
Audit Committee’s charter is posted on the Company’s website at
www.avalon-globocare.com in the
“Investors” section of the website.
Meetings may be held from time to time to consider matters for
which approval of our Board of Directors is desirable or is
required by law.
Compensation Committee
Our compensation committee consists of Yancen Lu, Steven Sanders
and Tevi Troy. Our board of directors has determined that each of
the members are an “independent director” as defined by the Nasdaq
rules applicable to members of a compensation committee. The
Compensation Committee is responsible for establishing the
compensation of our senior management, including salaries, bonuses,
termination arrangements, and other executive officer benefits as
well as director compensation. The Compensation Committee also
administers our equity incentive plans. During the year ended
December 31, 2021, the Compensation Committee did not meet.
The Compensation Committee is governed by a written charter
approved by the board of directors. A copy of the Compensation
Committee’s charter is posted on the Company’s website at
www.avalon-globocare.com in the
“Investors” section of the website. The Compensation Committee
works with the Chairman of the Board and Chief Executive Officer
and reviews and approves compensation decisions regarding senior
management including compensation levels and equity incentive
awards. The Compensation Committee also approves employment and
compensation agreements with the Company’s
10
key personnel and directors. The Compensation Committee has the
power and authority to conduct or authorize studies, retain
independent consultants, accountants or others, and obtain
unrestricted access to management, the Company’s internal auditors,
human resources and accounting employees and all information
relevant to its responsibilities.
The responsibilities of the Compensation Committee, as stated in
its charter, include the following:
• review
and approve the Company’s compensation guidelines and
structure;
• review
and approve on an annual basis the corporate goals and objectives
with respect to compensation for the Chief Executive Officer;
• review
and approve on an annual basis the evaluation process and
compensation structure for the Company’s other officers, including
salary, bonus, incentive and equity compensation; and
• periodically
review and make recommendations to the Board of Directors regarding
the compensation of non-management
directors.
The Compensation Committee is responsible for developing the
executive compensation philosophy and reviewing and recommending to
the Board of Directors for approval all compensation policies and
compensation programs for the executive team.
Compensation Committee
Interlocks and Insider Participation
None of our executive officers currently serves, or in the past
year has served, as a member of the board of directors or
compensation committee of any entity that has one or more executive
officers on our board of directors or compensation committee.
Code
of Ethics
We have a code of ethics that applies to all of our employees,
including our principal executive officer, principal financial
officer and principal accounting officer, and the Board. A copy of
this code is available in our employee handbook and under the
“About Us — Code of Conduct” section of our website at
www.avalon-globocare.com. In
addition, we intend to post on our website all disclosures that are
required by law or the listing standards of our applicable trading
market concerning any amendments to, or waivers from, any provision
of the code. The reference to our website address does not
constitute incorporation by reference of the information contained
at or available through our website, and you should not consider it
to be a part of this report.
Indemnification of Directors
and Officers
Our directors and executive officers are indemnified as provided by
the Delaware law and our Bylaws. These provisions state that our
directors may cause us to indemnify a director or former director
against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably
incurred by him or her as a result of him or her acting as a
director. The indemnification of costs can include an amount paid
to settle an action or satisfy a judgment. Such indemnification is
at the discretion of our board of directors and is subject to the
Securities and Exchange Commission’s policy regarding
indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers or persons controlling us pursuant to the foregoing
provisions, or otherwise. We have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
11
DIRECTOR
COMPENSATION
The following table sets forth compensation information for the
Company’s directors for the year ended December 31, 2021.
Name
|
|
Fees
Earned
or
Paid in
Cash
$
|
|
Stock
Awards
$
|
|
Option
Awards
$
|
|
Non-equity
Incentive Plan
Compensation
$
|
|
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
$
|
|
All Other
Compensation
$
|
|
Total
$
|
Yue (Charles) Li(1)
|
|
60,000
|
|
—
|
|
76,185
|
|
—
|
|
—
|
|
—
|
|
136,185
|
Yancen Lu(2)
|
|
70,000
|
|
—
|
|
76,185
|
|
—
|
|
—
|
|
—
|
|
146,185
|
Wilbert Tauzin(3)
|
|
—
|
|
—
|
|
163,858
|
|
—
|
|
—
|
|
—
|
|
163,858
|
Wenzhao Lu
|
|
100,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,000
|
David Jin
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Meng Li
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Steven Sanders(4)
|
|
70,000
|
|
—
|
|
76,185
|
|
—
|
|
—
|
|
—
|
|
146,185
|
Tevi Troy(5)
|
|
60,000
|
|
—
|
|
76,185
|
|
—
|
|
—
|
|
—
|
|
136,185
|
William Stilley(6)
|
|
70,000
|
|
—
|
|
76,185
|
|
—
|
|
—
|
|
—
|
|
146,185
|
12
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Audit Committee, on behalf of the Company’s Board of Directors,
serves as an independent and objective party to monitor and provide
general oversight of the integrity of the Company’s consolidated
financial statements, the Company’s independent registered public
accounting firm’s qualifications and independence, the performance
of the Company’s independent registered public accounting firm and
the Company’s standards of business conduct. The Audit Committee
performs these oversight responsibilities in accordance with its
Audit Committee Charter.
The Company’s management is responsible for preparing our
consolidated financial statements and managing the Company’s
financial reporting process. The Company’s independent registered
public accounting firm is responsible for expressing an opinion on
the conformity of the Company’s audited consolidated financial
statements to generally accepted accounting principles in the
United States of America. The Audit Committee met with the
Company’s independent registered public accounting firm, with and
without management present, to discuss the results of their
examinations and the overall quality of the Company’s financial
reporting.
In this context, the Audit Committee reviewed and discussed the
Company’s audited consolidated financial statements for the year
ended December 31, 2021 with management and with the Company’s
independent registered public accounting firm. The Audit Committee
has discussed with the Company’s independent registered public
accounting firm the matters required to be discussed by the
statement on PCAOB AS 16 (Communications with Audit Committees), as
adopted by the Public Company Accounting Oversight Board in
Rule 3200T, which includes, among other items, matters related
to the conduct of the audit of the Company’s annual consolidated
financial statements.
The Audit Committee has received the written disclosures and the
letter from the independent registered public accounting firm
required by applicable requirements of the Public Company
Accounting Oversight Board regarding such independent registered
public accounting firm’s communications with the Audit Committee
concerning independence, and has discussed with the independent
registered public accounting firm its independence from the Company
and its management.
Based on its review of the audited financial statements and the
various discussions noted above, the Audit Committee recommended to
the Company’s Board of Directors that the Company’s audited
consolidated financial statements be included in the Company’s
Annual Report on Form 10-K for
the year ended December 31, 2021.
Respectfully submitted by the Audit Committee,
William Stilley (Chairman)
Yancen Lu
Steve Sanders
The foregoing Audit Committee Report does not constitute soliciting
material and shall not be deemed filed or incorporated by reference
into any other filing of the Company under the Securities
Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, except to the extent the Company specifically
incorporate this Audit Committee Report by reference therein.
13
INFORMATION ABOUT THE
EXECUTIVE OFFICERS
The executive officers are appointed annually by our Board of
Directors and hold office until their successors are elected and
duly qualified unless otherwise specified in an individual’s
employment agreement. There are no family relationships between any
of our directors or executive officers. The current executive
officers of the Company, and their ages as of November 15,
2022 are as follows:
Name
|
|
Age
|
|
Position
|
David Jin, MD, PHD
|
|
54
|
|
Chief Executive Officer and President
|
Meng Li
|
|
44
|
|
Chief Operating Officer and Secretary
|
Luisa Ingargiola
|
|
55
|
|
Chief Financial Officer
|
Biographical information regarding our executive officers as of
November 15, 2022 is set forth below:
David Jin, Chief Executive
Officer, President and Director
Dr. David Jin, MD, PhD, is Avalon’s Chief Executive Officer,
President and a member of the Board of Directors. From 2009 to
2017, Dr. Jin has served as the Chief Medical Officer of
BioTime, Inc. (NYSE American: BTX), a clinical stage regenerative
medicine company with a focus on pluripotent stem cell technology.
Dr. Jin also acts as a senior translational
clinician-scientist at the Howard
Hughes Medical Institute and the Ansary Stem Cell Center at Weill
Cornell Medical College of Cornell University. Prior to his current
endeavors, Dr. Jin was Chief Consultant/Advisor for various
biotech/pharmaceutical companies regarding hematology, oncology,
immunotherapy and stem cell-based
technology development. Dr. Jin has been Principle
Investigator in more than 15 pre-clinical and clinical trials, as well as
author/co-author of over 80
peer-reviewed scientific abstracts,
articles, reviews, and book chapters. Dr. Jin studied medicine
at SUNY Downstate College of Medicine in Brooklyn, New York.
He received his clinical training and subsequent faculty tenure at
the New York-Presbyterian
Hospital (the teaching hospital for both Cornell and Columbia
Universities) in the areas of internal medicine, hematology, and
clinical oncology. Dr. Jin was honored as Top Chief Medical
Officer by ExecRank in 2012, as well as recognized by Leading
Physicians of the World in 2015. Dr. Jin is qualified to serve
as a director because of his role with Avalon and his extensive
operational knowledge of, and executive level management experience
in, the healthcare industry.
Meng
Li, Chief Operating Officer and Secretary
Ms. Meng Li is Avalon’s Chief Operating Officer and Secretary and a
member of the Board of Directors. Previously, Ms. Li served on the
Board of Directors from October 2017 through July 2018
and was re-appointed in
February 2019. Ms. Li has over 15 years of executive
experience in international marketing, branding, communications,
and media investment consultancy. Ms. Li served as Managing
Director at Maxus/GroupM (a WPP Group company) where she was
responsible for business P&L and corporate management from 2006
to 2015. Prior to joining Maxus/Group M, Ms. Li worked for Zenith
Media (a Publicis Group company) from 2000 to 2006 as Senior
Manager. Ms. Li received a Bachelor of Arts in International
Economic Law from Dalian Maritime University in China. Ms. Li is
qualified to serve as a director because of her role with Avalon
and her executive level management experience.
Luisa Ingargiola, Chief
Financial Officer
Luisa Ingargiola is the Company’s Chief Financial Officer. Ms
Ingargiola has significant experience serving as Chief Financial
Officer or Audit Chair for multiple NASDAQ and NYSE companies. She
currently serves as Director and Audit Chair for several public
companies including ElectraMeccanica (NASDAQ:SOLO), Dragonfly
Energy (NASDAQ:DFLI)and Vision Marine Technolgoies (NASDAQ:VMAR)).
From 2007 through 2016, Ms. Ingargiola served as the Chief
Financial Officer and then Director at MagneGas Corporation
(Nasdaq: MNGA). Prior to 2007, Ms. Ingargiola held various roles as
Budget Director and Investment Analyst in several private
companies. Ms. Ingargiola graduated in 1989 from Boston University
with a Bachelor’s degree in Business Administration and a
concentration in Finance. In 1996, she received her MBA in Health
Administration from the University of South Florida. Ms. Ingargiola
is qualified to serve as a Chief Financial Officer because of her
extensive knowledge corporate governance, regulatory requirements,
executive leadership and knowledge of, and experience in, financing
and M&A transactions.
14
EXECUTIVE
COMPENSATION
Executive Officers’
Compensation
The following table sets forth information concerning the annual
and long-term compensation earned by
or paid to the Company’s Chief Executive Officer and to other
persons who served as executive officers as at and/or during the
fiscal year ended December 31, 2021 or who earned compensation
exceeding $100,000 during fiscal year 2021 (the “named executive
officers”), for services as executive officers for the last two
fiscal years.
Summary Compensation
Table
Name and
Principal Position
|
|
Fiscal Year
|
|
Salary
($)
|
|
Stock Award
($)
|
|
Option Awards
($)
|
|
Non-Equity Incentive
Plan Compensation
($)
|
|
Change
in Pension
Value and
Non-Qualified Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
|
|
Total
($)
|
Dr. David
Jin
|
|
2021
|
|
360,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
360,000
|
CEO
|
|
2020
|
|
360,000
|
|
—
|
|
642,584
|
|
—
|
|
—
|
|
—
|
|
1,002,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luisa
Ingargiola
|
|
2021
|
|
350,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
350,000
|
CFO
|
|
2020
|
|
350,000
|
|
—
|
|
712,028
|
|
—
|
|
—
|
|
—
|
|
1,062,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meng
Li
|
|
2021
|
|
340,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
340,000
|
COO
|
|
2020
|
|
340,000
|
|
—
|
|
481,942
|
|
—
|
|
—
|
|
—
|
|
821,942
|
Employment
Agreements
David Jin
On December 1, 2016, the Company entered into an Executive
Employment Agreement with David Jin, the Company’s CEO and
President. Pursuant to the agreement, Mr. Jin will be employed
as President and Chief Executive Officer of the Company which
agreement had a term initially through November 30, 2017
unless earlier terminated pursuant to the terms of the agreement.
On February 20, 2020, the Company entered into a Letter
Agreement with Dr. Jin pursuant to which the term of
Dr. Jin’s Executive Employment Agreement was extended an
additional three years and granted Dr. Jin a Stock Option
to acquire 400,000 shares of common stock at an exercise price of
$1.52 per share for a period of ten years.
During the term of the agreement, Mr. Jin is entitled to a
base salary and will be eligible for a discretionary performance
bonus, equity awards and to participate in employee benefits plans
as the Company may institute from time to time at the discretion of
the Company’s Board of Directors. On January 3, 2019, the
Company entered into a Letter Agreement with Dr. Jin, pursuant
to which his annual base salary set forth in his employment
agreement was increased to $360,000 effective January 1, 2019.
Further, the Company agreed to grant Dr. Jin additional stock
options to acquire 150,000 shares of common stock at an exercise
price of $2.00 per share. Pursuant to the agreement, Mr. Jin
may be terminated for “cause” as defined and Mr. Jin may
resign for “good reason” as defined. In the event Mr. Jin is
terminated without cause or resigns for good reason, the Company
will be required to pay Mr. Jin all accrued salary and
bonuses, reimbursement for all business expenses and Mr. Jin’s
salary for one year. In the event Mr. Jin is terminated with
cause, resigns without good reason, dies or is disabled, the
Company will be required to pay Mr. Jin all accrued salary and
bonuses and reimbursement for all business expenses. Under the
agreement Mr. Jin is subject to confidentiality,
non-compete and non-solicitation restrictions.
Meng Li
On January 11, 2017, Avalon Shanghai entered into an Executive
Employment Agreement with Meng Li, the Company’s COO and Secretary.
Pursuant to the agreement, Ms. Li will be employed as Chief
Operating Officer and President of Avalon Shanghai initially
through November 30, 2019, unless earlier terminated pursuant
to the terms of the agreement. On February 20, 2020, the
Company entered into a Letter Agreement with Meng Li pursuant to
which
15
the term of Ms. Li’s Executive Employment Agreement entered between
the Company’ subsidiary and Ms. Li dated January 11, 2017 was
extended an additional three years and granted Ms. Li a Stock
Option to acquire 300,000 shares of common stock at an exercise
price of $1.52 per share for a period of ten years.
During the term of the agreement, Ms. Li is be entitled to a base
salary and will be eligible for a discretionary performance bonus,
equity awards and to participate in employee benefits plans as the
Avalon Shanghai may institute from time to time at the discretion
of its Board of Directors. On January 3, 2019, the Company
entered into a Letter Agreement with Ms. Li, pursuant to which her
annual base salary set forth in her employment agreement was
increased to $340,000 effective January 1, 2019. Further, the
Company agreed to grant Ms. Li stock options to acquire 150,000
shares of common stock at an exercise price of $2.00 per share.
Pursuant to the agreement, Ms. Li may be terminated for “cause” as
defined and Ms. Li may resign for “good reason” as defined. In the
event Ms. Li is terminated without cause or resigns for good
reason, Avalon Shanghai will be required to pay Ms. Li all accrued
salary and bonuses, reimbursement for all business expenses and Ms.
Li’s salary for one year. In the event Ms. Li is terminated with
cause, resigns without good reason, dies or is disabled, Avalon
Shanghai will be required to pay Ms. Li all accrued salary and
bonuses and reimbursement for all business expenses. Under the
agreement Ms. Li is subject to confidentiality, non-compete and non-solicitation restrictions.
Luisa Ingargiola
On February 21, 2017, Ms. Ingargiola and the Company entered
into an Executive Retention Agreement effective February 9,
2017 pursuant to which Ms. Ingargiola agreed to serve as Chief
Financial Officer in consideration of an annual salary. On
January 3, 2019, the Company entered into a Letter Agreement
with Ms. Ingargiola, pursuant to which her annual base salary set
forth in her employment agreement was increased to $350,000
effective January 1, 2019. The Company has agreed to provide a
bonus of 50% of her base salary upon the Company timely filing its
annual report on Form 10-K for
the year ended December 31, 2017 and the Company raising gross
proceeds of $20 million in debt and/or equity capital and a
bonus of 100% of her base salary upon the Company achieving
(i) any merger or sale of the Company or its assets,
(ii) the Company achieving adjusted EBITDA of $10 million
in a fiscal year, (iii) the Company achieving a listing on a
national exchange and then or subsequently raising gross proceeds
in the amount of $10 million. The Company also granted Ms.
Ingargiola a Stock Option to acquire two million shares of common
stock of the Company at an exercise price of $0.50 per share for a
period of ten years. The Stock Options vest in 36 equal
tranches commencing on the grant date. The Company and Ms.
Ingargiola also entered into an Indemnification Agreement.
The employment of Ms. Ingargiola is at will and may be terminated
at any time, with or without formal cause. Pursuant to the terms of
executive retention agreement with Ms. Ingargiola, the Company has
agreed to provide specified severance and bonus amounts and to
accelerate the vesting on their equity awards upon termination upon
a change of control or an involuntary termination, as each term is
defined in the agreements.
In the event of a termination upon a change of control, Ms.
Ingargiola is entitled to receive an amount equal to 12 months
of her base salary and the target bonus then in effect for the
executive officer for the year in which such termination occurs,
such bonus payment to be pro-rated to
reflect the full number of months the executive remained in
the Company’s employ. In addition, the vesting on any stock option
held by the executive officer will be accelerated in full. At the
election of the executive officer, the Company will also continue
to provide health related employee insurance coverage for
twelve months, at the Company’s expense.
In the event of an involuntary termination, Ms. Ingargiola is
entitled to receive an amount equal to six months of her base
salary and the target bonus then in effect for the executive
officer for the six months in which such termination occurs,
such bonus payment to be pro-rated to
reflect the full number of months the executive remained in
the Company’s employ. Such payment will be increased to
12 months upon the one-year
anniversary of the retention agreement. In addition, the vesting on
any stock option held by the executive officer will be accelerated
in full. At the election of the executive officer, the Company will
also continue to provide health related employee insurance coverage
for twelve months, at the Company’s expense.
On February 20, 2020, the Company entered into a Letter
Agreement with Ms. Ingargiola granting Ms. Ingargiola a Stock
Option to acquire 400,000 shares of common stock at an exercise
price of $1.52 per share for a period of ten years.
16
Option Exercises and Stock
Vested
There were no options exercised by our executive officers or stock
vested to our executive officers during the year ended
December 31, 2021.
Outstanding Equity
Awards
The following table sets forth information with respect to the
outstanding equity awards of our principal executive officers and
principal financial officer during 2021, and each person who served
as an executive officer of the Company as of December 31,
2021:
|
|
Outstanding
Equity Awards
|
|
|
Option
Awards
|
|
Stock
Awards
|
Name and principal position
|
|
Number of
securities
underlying
unexercised
options
Exercisable (#)
|
|
Number of
securities
underlying
unexercised
options
Unexercisable (#)
|
|
Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
options (#)
|
|
Options
exercise
price ($)
|
|
Option
expiration
Date
|
|
Number of
shares
or units
of stock
that
have not
vested
(#)
|
|
Market
value of
shares
or units
of stock
that
have not
vested
($)
|
|
Equity
incentive
plan
awards:
Number of
unearned
shares,
units or
other
rights
that
have not
vested
(#)
|
|
Equity
incentive
plan
awards:
Market
or payout
value of
unearned
shares,
units or
other
rights
that
have not
vested
($)
|
Luisa
Ingargiola, CFO
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
David Jin,
CEO
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Meng Li,
COO
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
No
Pension Benefits
The Company does not maintain any plan that provides for payments
or other benefits to its executive officers at, following or in
connection with retirement and including, without limitation, any
tax-qualified defined benefit plans or
supplemental executive retirement plans.
No
Nonqualified Deferred Compensation
The Company does not maintain any defined contribution or other
plan that provides for the deferral of compensation on a basis that
is not tax-qualified.
17
ACTIONS TO BE TAKEN AT THE
MEETING
PROPOSAL NO. 1
PROPOSAL FOR ELECTION OF SIX
DIRECTORS
At this year’s Annual Meeting, the Board of Directors proposes that
the nominees listed below be elected to hold office until the next
annual meeting of stockholders and until their successors are duly
elected and qualified. All of the nominees are currently serving as
directors. All nominees have consented to being named in this Proxy
Statement and to serve if elected.
Assuming a quorum is present, the six nominees receiving the
highest number of affirmative votes of shares entitled to be voted
for such persons will be elected as directors of the Company to
hold office until the next annual meeting of stockholders and until
their successors are duly elected and qualified. Unless marked
otherwise, proxies received will be voted “FOR” the election of the
nominees named below. In the event that additional persons are
nominated for election as directors, the proxy holders intend to
vote all proxies received by them in such a manner as will ensure
the election of the nominees listed below, and, in such event, the
specific nominees to be voted for will be determined by the proxy
holders.
Information With Respect to
Director Nominees
Listed below are the nominees for election to our Board with
information showing the principal occupation or employment of the
nominees for director, the principal business of the corporation or
other organization in which such occupation or employment is
carried on, and such nominees’ business experience during the past
five years. Such information has been furnished to the Company
by the director nominees.
Name
|
|
Age
|
|
Position
|
Wenzhao “Daniel” Lu
|
|
65
|
|
Chairman of the Board of Directors
|
David Jin, MD, PhD
|
|
55
|
|
Chief Executive Officer, President and Director
|
Steven A. Sanders
|
|
77
|
|
Director
|
Wilbert J. Tauzin II
|
|
79
|
|
Director
|
William B. Stilley, III
|
|
54
|
|
Director
|
Tevi Troy
|
|
54
|
|
Director
|
Officers are elected annually by the Board of Directors (subject to
the terms of any employment agreement), at our annual meeting, to
hold such officer until an officer’s successor has been duly
appointed and qualified, unless an officer sooner dies, resigns or
is removed by the Board.
The principal occupation and business experience during at least
the past five years for our executive officers and directors
is as follows:
Wenzhao “Daniel” Lu, Chairman
of the Board of Directors
Mr. Wenzhao Lu is our Chairman of the Board. He is a seasoned
healthcare entrepreneur with extensive operational knowledge and
experience in China. He has been serving as Chairman of the Board
for the Daopei Medical Group, or DPMG, since 2010. Under his
leadership, DPMG has recently expanded its clinical network
involving a state-of-the-art stem cell
bank at Wuhan Biolake, three top-ranked private hospitals (located in Beijing,
Shanghai, and Hebei), specialty hematology laboratories, as well as
a hematology research institute, with more than 100 partnering and
collaborating hospitals in China. DPMG was founded by Professor
Daopei Lu, a renowned hematologist pioneering in hematopoietic stem
cell transplant and member of the Academy of Engineering in China.
Mr. Wenzhao Lu received a Bachelor of Arts from Temple
University Tyler School of Arts in 1988 and subsequently worked as
senior Art Director at Ogilvy & Mather Advertising
Company. Prior to joining DPMG, Mr. Lu served as Chief
Operating Officer for BioTime Asia Limited, which is a subsidiary
of BioTime, Inc. (NYSE American: BTX) in 2009. Mr. Lu is
qualified to serve as a director because of his extensive
operational knowledge of, and executive level management experience
in, the healthcare industry.
18
David Jin, Chief Executive
Officer, President and Director
Dr. David Jin, MD, PhD, is our Chief Executive Officer,
President and a member of the Board of Directors. From 2009 to
2017, Dr. Jin has served as the Chief Medical Officer of
BioTime, Inc. (NYSE American: BTX), a clinical stage regenerative
medicine company with a focus on pluripotent stem cell technology.
Dr. Jin also acts as a senior translational
clinician-scientist at the Howard
Hughes Medical Institute and the Ansary Stem Cell Center at Weill
Cornell Medical College of Cornell University. Prior to his current
endeavors, Dr. Jin was Chief Consultant/Advisor for various
biotech/pharmaceutical companies regarding hematology, oncology,
immunotherapy and stem cell-based
technology development. Dr. Jin has been Principle
Investigator in more than 15 pre-clinical and clinical trials, as well as
author/co-author of over 80
peer-reviewed scientific abstracts,
articles, reviews, and book chapters. Dr. Jin studied medicine
at SUNY Downstate College of Medicine in Brooklyn, New York.
He received his clinical training and subsequent faculty tenure at
the New York-Presbyterian
Hospital (the teaching hospital for both Cornell and Columbia
Universities) in the areas of internal medicine, hematology, and
clinical oncology. Dr. Jin was honored as Top Chief Medical
Officer by ExecRank in 2012, as well as recognized by Leading
Physicians of the World in 2015. Dr. Jin is qualified to serve
as a director because of his role with us, and his extensive
operational knowledge of, and executive level management experience
in, the healthcare industry.
Steven A. Sanders,
Director
Steven A. Sanders is a member of the Board of Directors. Since
January 2017, Mr. Sanders has been Of Counsel to the law
firm of Ortoli Rosenstadt LLP. From July 2007 until
January 2017, Mr. Sanders was a Senior Partner of Ortoli
Rosenstadt LLP. From January 1, 2004 until June 30,
2007, he was Of Counsel to the law firm of Rubin, Bailin, Ortoli,
LLP. From January 1, 2001 to December 31, 2003, he
was Counsel to the law firm of Spitzer & Feldman
PC. Mr. Sanders also serves as a Director of Helijet
International, Inc. and Electrameccanica Vehicles Corp. (Nasdaq:
SOLO). Additionally, he has been a director at the American Academy
of Dramatic Arts since October 2013 and has been a director of
the Bay Street Theater since February 2015. Mr. Sanders
received his JD from Cornell University and his BBA from The City
College of New York. Mr. Sanders is qualified to serve as
a director because of his corporate, securities and international
law experience, including working with companies in the life
sciences industry.
Wilbert
J. Tauzin II, Director
Wilbert J. Tauzin II is a member of the Board of
Directors. From December 2010 until March 1, 2014,
Congressman Tauzin served as Special Legislative Counsel to
Alston & Bird LLP. From December 2004 to
June 2010, Congressman Tauzin was President and Chief
Executive Officer of the Pharmaceutical Research and Manufacturers
of America, a trade group that serves as one of the pharmaceutical
industry’s top lobbying groups. He served 12.5 terms in the
U.S. House of Representatives, representing Louisiana’s
3rd Congressional
District. From January 2001 through February 2004,
Congressman Tauzin served as Chairman of the House Committee on
Energy and Commerce. He also served as a senior member of the House
Resources Committee and Deputy Majority Whip. Prior to serving as a
member of Congress, Congressman Tauzin was a member of the
Louisiana State Legislature, where he served as Chairman of the
House Natural Resources Committee and Chief Administration Floor
Leader. He served as Lead Independent Director of LHC Group, a
publicly traded provider of quality home health care, from 2005 to
2021 and retains the role of Lead Independent Emeritus today. The
Congressman also served on the Board of Entergy, a Fortune 500
company. In addition, the Congressman chartered a Louisiana State
Savings and Loan Association and Chaired its first Board. He
received a Bachelor of Arts Degree from Nicholls State University
and a Juris Doctor degree from Louisiana State University.
Congressman Tauzin is qualified to serve as a director because of
his extensive knowledge of the pharmaceutical industry and his
experience as a director of several publicly-traded and privately-held companies.
William
B. Stilley, III, Director
William B. Stilley is a member of the Board of Directors.
Mr. Stilley has been the chief executive officer and member of
the board of directors of Purnovate, Inc. since August
January 2021 and served as the chief executive officer of
Adial Pharmaceuticals, Inc. from December 2010 to
August 2022. From August 2008 until December 2010,
he was the vice president, business development and strategic
projects at Clinical Data, Inc. (NASDQ: CLDA). From
February 2002, Mr. Stilley was the COO and CFO of
Adenosine Therapeutics, LLC until the assets of Adenosine
Therapeutics were acquired by Clinical Data, Inc. in
August 2008. Mr. Stilley has advised both public and
private companies on financing and M&A transactions, has been
the interim CFO of a public company, the interim Chief Business
Officer of Diffusion Pharmaceuticals from September 2015
through December 2015, and the COO and
19
CFO of a number of private companies. Before entering the business
community, Mr. Stilley served as Captain in the
U.S. Marine Corps. Mr. Stilley has an MBA with honors
from the Darden School of Business and a B.S. in Commerce/Marketing
from the McIntire School of Commerce at the University of Virginia.
He currently serves on the Board of Advisors for Virginia BIO, the
statewide biotechnology organization after serving for a decade on
the Board of Directors. Mr. Stilley is qualified to serve as a
director because of his extensive knowledge of the biotechnology
industry, significant executive leadership and operational
experience, and knowledge of, and experience in, financing and
M&A transactions.
Tevi
Troy, Director
Tevi Troy is a member of the Board of Directors. He is the director
of the Presidential Leadership Initiative at the Bipartisan Policy
Center. From 2014 to 2018, Dr. Troy was the founder and CEO of
the American Health Policy Institute. Before that, Dr. Troy
was Senior Fellow at Hudson Institute. On August 3, 2007,
Dr. Troy was unanimously confirmed by the U.S. Senate as
the Deputy Secretary of the U.S. Department of Health and
Human Services. As Deputy Secretary, Dr. Troy was the chief
operating officer of the largest civilian department in the federal
government, with a budget of $716 billion and over 67,000
employees. Dr. Troy has extensive White House experience,
having served in several high-level
positions over a five-year period,
culminating in his service as Deputy Assistant and then Acting
Assistant to the President for Domestic Policy. Dr. Troy has
held high-level positions on Capitol
Hill as well. Dr. Troy is also a best-selling presidential historian and the author of
five books. Dr. Troy’s many other affiliations include:
contributing editor for Washingtonian magazine; member of the
publication committee of National Affairs; member of the Board of
Fellows of the Jewish Policy Center; a Senior Fellow at the Potomac
Institute; and a member of the Bipartisan Commission on Biodefense.
Dr. Troy has a B.S. in Industrial and Labor Relations from
Cornell University and an M.A and Ph.D. in American Civilization
from the University of Texas at Austin. Dr. Troy is qualified
to serve as a director because of his extensive knowledge of the
healthcare industry and his significant leadership experience.
Required Vote
The election of the directors of the Company requires the
affirmative vote of a plurality of the shares of the Company’s
common stock present or represented by Proxy at the Annual Meeting,
which will be the nominees receiving the largest number of votes,
which may or may not constitute a majority.
RECOMMENDATION OF THE BOARD
FOR PROPOSAL NO. 1:
THE
BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE NOMINEES
DESCRIBED ABOVE.
20
PROPOSAL NO. 2
RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT AUDITORS
The audit committee of Avalon’s board of directors has appointed
Marcum LLP (“Marcum”) as the Company’s independent registered
public accounting firm to audit its consolidated financial
statements for the fiscal years ending December 31, 2022.
At the annual meeting, stockholders will be asked to ratify the
appointment of Marcum as the Company’s independent registered
public accounting firm for the year ending December 31, 2022.
Stockholder ratification of the appointment of the independent
registered public accounting firm is not required by the Company’s
bylaws or other applicable legal requirements. However, Avalon’s
board of directors submits the appointment of Marcum to
stockholders for ratification as a matter of good corporate
governance. If this appointment is not ratified by the affirmative
vote of the holders of a majority of votes cast by the stockholders
present in person or represented by proxy and entitled to vote
thereon at the annual meeting, the appointment will be reconsidered
by our audit committee. Even if the appointment is ratified,
Avalon’s audit committee, in its sole discretion, may appoint
another independent registered public accounting firm at any time
during the fiscal year ending December 31, 2022 if the audit
committee believes that such a change would be in the best
interests of the Company and its stockholders. A representative of
Marcum is expected to be present at the Annual Meeting, will have
an opportunity to make a statement if he or she wishes to do so,
and is expected to be available to respond to appropriate questions
from stockholders.
Fees
Paid to Independent Registered Public Accounting Firm
Marcum served as Avalon’s independent auditors for the years
ended December 31, 2021 and 2020. Aggregate fees billed to the
Company for professional services rendered by Marcum during the
last two fiscal years were as follows:
|
|
Years Ended
December 31,
|
|
|
2021
|
|
2020
|
Audit Fees
|
|
$
|
223,229
|
|
$
|
252,144
|
Audit Related Fees
|
|
|
—
|
|
|
—
|
Tax Fees
|
|
|
—
|
|
|
15,450
|
All Other Fees
|
|
|
—
|
|
|
—
|
Totals
|
|
$
|
223,229
|
|
$
|
267,594
|
AUDIT FEES. Consists
of fees billed for professional services rendered for the audit of
our annual consolidated financial statements, review of the
Form 10-K, and review of the
interim consolidated financial statements included in quarterly
reports, and services that are normally provided by our independent
auditors in connection with statutory and regulatory filings or
engagements, including registration statements.
AUDIT-RELATED
FEES. Consists of fees billed for assurance
and related services that are reasonably related to the performance
of the audit and or review of our consolidated financial statements
and are not reported under “Audit Fees”, such as audits and reviews
in connection with acquisitions.
TAX FEES. Consists
of fees billed for professional services for tax compliance, tax
advice and tax planning.
ALL OTHER FEES. Consists
of fees for products and services other than the services reported
above. There were no management consulting services provided in
2021 or 2020.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL
OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS
The current policy of the directors, acting as the audit committee,
is to approve the appointment of the principal auditing firm and
any permissible audit-related
services. The audit and audit related fees include fees for the
annual audit of the financial statements and review of financial
statements included in 10Q filings. Fees charged by the auditor
were approved by the Board with engagement letters signed by the
audit committee chairman.
The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s
independent auditor. The Audit Committee will, on an annual basis,
consider and, if appropriate, approve the provision of audit and
non-audit services by the auditor.
Thereafter, the Audit Committee
21
will, as necessary, consider and, if appropriate, approve the
provision of additional audit and non-audit services by the auditor which are not
encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit
Committee has delegated to the Chair of the Audit Committee the
authority to pre-approve, on a
case-by-case basis, non-audit services to be performed by the auditor.
The Audit Committee has approved all audit and permitted
non-audit services performed by the
auditor for the year ended December 31, 2021.
Vote
Required for Approval
The approval of the Auditor Proposal requires the affirmative vote
of the holders of a majority of votes cast by the stockholders
present in person or represented by proxy and entitled to vote
thereon at the annual meeting. Accordingly, abstentions and broker
non-votes, if any, will have no effect
on the outcome of the Auditor Proposal.
AVALON’S BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE
AUDITOR PROPOSAL.
22
OTHER MATTERS
The Board of Directors knows of no other business which will be
presented at the Annual Meeting. If any other matters properly come
before the meeting, the persons named in the enclosed Proxy, or
their substitutes, will vote the shares represented thereby in
accordance with their judgment on such matters.
ADDITIONAL
INFORMATION
Annual Reports on
Form 10-K
Additional copies of Avalon’s Annual Report on
Form 10-K for the fiscal year
ended December 31, 2021 may be obtained without charge by
writing to the Chief Financial Officer, Avalon GloboCare Corp.,
4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728.
Avalon’s Annual Report on Form 10-K can also be found on Avalon’s website:
www.avalon-globocare.com.
Stockholders Proposals for
the 2023 Annual Meeting.
Stockholder proposals intended to be presented at the Company’s
2023 annual meeting must be received by the Company no later than
July 24, 2023 (pursuant to Rule 14a-8 of the Exchange Act, 120 days before
the anniversary of the prior year’s mailing date) to be eligible
for inclusion in the Company’s proxy statement and form of proxy
for next year’s meeting. Proposals should be addressed to Avalon
GloboCare Corp., Attn. Chief Financial Officer, 4400 Route 9 South,
Suite 3100, Freehold, New Jersey 07728.
For any proposal that is not submitted for inclusion in next year’s
proxy statement (as described in the preceding paragraph), but is
instead sought to be presented directly at the 2023 annual meeting,
the federal securities laws require stockholders to give advance
notice of such proposals. The required notice must (pursuant to
Rule 14a-4 of the
Exchange Act) be given no less than 45 days in advance of
the one year anniversary date of the date on which the Company
first sent its proxy materials for the immediately preceding annual
meeting. Accordingly, with respect to the Company’s 2023 annual
meeting of stockholders, notice must be provided to Avalon
GloboCare Corp., Attn. Chief Financial Officer, 4400 Route 9 South,
Suite 3100, Freehold, New Jersey 07728 no later than
October 11, 2023. If a stockholder fails to provide timely
notice of a proposal to be presented at the 2022 annual meeting,
the chair of the meeting will declare it out of order and disregard
any such matter.
STOCKHOLDER COMMUNICATION
WITH THE BOARD
Our Board believes that it is important for current and potential
stockholders and other interested parties to have a process to send
communications to the Board. Accordingly, stockholders and other
interested parties desiring to send a communication to the Board,
or to a specific director, may do so by sending a letter to our
executive offices at Avalon GloboCare Corp., Attn. Secretary, 4400
Route 9 South, Suite 3100, Freehold, New Jersey 07728. The mailing
envelope must contain a clear notation indicating that the enclosed
letter is a “stockholder-board
communication” or “stockholder-director communication.” All such letters must
identify the author as either a stockholder or non-stockholder and clearly state whether the
intended recipients of the letter are all members of the Board or
certain specified individual directors. The Secretary will open
such communications, make copies, and then circulate them to the
appropriate director or directors.
AVAILABILITY OF ANNUAL
REPORT
The Company’s Annual Report includes its Annual Report on
Form 10-K for the year ended
December 31, 2021 (without exhibits) as filed with the
SEC. The Company will furnish
without charge upon written request a copy of its Annual Report on
Form 10-K. The
Annual Report on Form 10-K includes a list
of all exhibits thereto. The Company will furnish copies of such
exhibits upon written request and payment of its reasonable
expenses in furnishing such exhibits. Each such request must
include a good faith representation that, as of the record date for
the annual meeting, the person making such request was a beneficial
owner of the Company’s common stock entitled to vote at the annual
meeting. Such written request should be directed to the Company’s
Secretary, 4400 Route 9 South, Suite 3100, Freehold, New Jersey
07728, (732) 780-4400.
23
Householding — Delivery
of Documents to Stockholders
Pursuant to the rules of the SEC, Avalon and servicers that it
employs to deliver communications to its stockholders are permitted
to deliver to two or more stockholders sharing the same address a
single copy of the proxy statement. This process, which is commonly
referred to as “householding,” potentially means extra convenience
for stockholders and cost savings for companies. As permitted by
the Exchange Act, only one copy of this proxy statement will
be delivered to multiple Avalon stockholders sharing an address
unless contrary instructions have been received by from the
impacted stockholders. Once you have received notice from Avalon
(if you are an Avalon stockholder of record) or from your broker
(if you are a beneficial owner of Avalon Common Stock) that Avalon
or they will be “householding” communications to your address,
“householding” will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish
to participate in “householding” and would prefer to receive
separate copies of Avalon’s annual disclosure documents and this
proxy statement or if you currently receive multiple copies and
would like to request “householding” of these communications,
please notify your broker or Avalon. Direct your request to Avalon
by calling or writing Avalon at its principal executive offices at
(732) 780-4400 and 4400 Route 9
South, Suite 3100, Freehold, New Jersey 07728.
24
WHERE YOU CAN FIND MORE
INFORMATION
Avalon files reports, proxy statements and other information with
the SEC as required by the Exchange Act. The SEC maintains a
website that contains reports, proxy statements and other
information about Avalon. You can read Avalon’s SEC filings,
including this proxy statement, over the Internet at the SEC’s
website at http://www.sec.gov.
The reports and other information filed by Avalon with the SEC are
also available at Avalon’s website, which is http://www.avalon-globocare.com.
Information on Avalon’s website is not part of this proxy
statement.
If you would like additional copies of this proxy statement or if
you have questions about the Acquisition or the proposals to be
presented at the annual meeting, you should contact us by telephone
or in writing:
Avalon GloboCare Corp.
4400 Route 9 South, Suite 3100
Freehold, New Jersey 07728
Telephone: (732) 780-4400
Attention: Secretary
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
Avalon has incorporated the information listed below from its
Annual Report on
Form 10-K for the
year ended December 31, 2021, as filed with the SEC, which
Annual Report is being mailed along with this proxy statement to
Avalon stockholders of record:
• Item 1
— Business
• Item 1A — Risk
Factors
• Item 2
— Properties
• Item 3
— Legal Proceedings
• Item 5
— Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
• Item 7A — Quantitative
and Qualitative Disclosures About Market Risk
• Item 8
— Financial Statements and Supplementary Data
• Item 9
— Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
|
|
By Order of the Board of Directors,
|
|
|
/s/ Wenzhao “Daniel” Lu
|
|
|
Wenzhao “Daniel” Lu
|
|
|
Chairman of the Board of
Directors
|
25
YOUR VOTE IS IMPORTANT. PLEASE VOTE
TODAY. Vote by Internet – QUICK EASY IMMEDIATE – 24 Hours a Day, 7
Days a Week or by Mail Avalon GloboCare Corp. As a shareholder of
Avalon GloboCare Corp., you have the option of voting your shares
electronically through the Internet, eliminating the need to return
the proxy card. Your electronic vote authorizes the named proxies
to vote your shares in the same manner as if you marked, signed,
dated and returned the proxy card. Votes submitted electronically
over the Internet must be received by 7:00 p.m., Eastern Time, on
December 30, 2022. INTERNET/MOBILE – https://[] Use the Internet to
vote your proxy. Have your proxy card available when you access the
above website. Follow the prompts to vote your shares. PLEASE DO
NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. MAIL –
Mark, sign and date your proxy card and return it in the
postage-paid envelope provided. ONLINE AT THE MEETING - You can
vote at the meeting at www.virtualshareholdermeeting.com/AVCO2022.
FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED PROXY THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE
NAMED NOMINEES AS DIRECTORS AND “FOR” PROPOSAL 2. 1.Election of
Directors (1) Wenzhao “Daniel” Lu FOR WITHHOLD (2) David Jin FOR
WITHHOLD (3) Steven A. Sanders FOR WITHHOLD (4) Wilbert J. Tauzin,
II FOR WITHHOLD (5) William B. Stilley, III FOR WITHHOLD (6) Tevi
Troy FOR WITHHOLD 2. Proposal to ratify the appointment of Marcum
LLP as the Company’s independent auditors for the fiscal year
ending December 31, 2022. FOR AGAINST ABSTAIN COMPANY ID: PROXY
NUMBER: ACCOUNT NUMBER: Signature Signature, if held jointly Date ,
2022. Note: Please sign exactly as name appears hereon. When shares
are held by joint owners, both should sign. When signing as
attorney, executor, administrator, trustee, guardian, or corporate
officer, please give title as such.


FOLD HERE DO NOT SEPARATE INSERT IN
ENVELOPE PROVIDED PROXY Avalon GloboCare Corp. PROXY FOR ANNUAL
MEETING TO BE HELD ON DECEMBER 29, 2022 THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder hereby
appoints David Jin and Luisa Ingargiola or either of them (each
with full power to act alone), as attorneys and proxies for the
undersigned, with the power to appoint his or her substitute, to
represent and to vote all the shares of the common stock of Avalon
GloboCare Corp. (the “Company”), which the undersigned would be
entitled to vote, at the Company’s Annual Meeting of Stockholders
to be held on December 29, 2022 at 11:00 a.m., Eastern Time, and
any adjournments thereof, subject to the directions indicated on
the reverse side hereof. Due to the public health impact of the
coronavirus outbreak (COVID-19) and to support the health and
well-being of our employees and stockholders, the Annual Meeting
will be held in a virtual meeting format at
www.virtualshareholdermeeting.com/AVCO2022. In their discretion,
the Proxy is authorized to vote upon any other matter that may
properly come before the meeting or any adjournments thereof. This
proxy, when properly executed, will be voted in the manner directed
on the reverse side by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the election of the named
nominees as directors and FOR Proposal 2. PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(IMPORTANT — This Proxy must be signed and dated on the reverse
side.)