Current Report Filing (8-k)
April 03 2020 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 1, 2020
(Exact name of registrant as specified in
its charter)
Delaware
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000-55709
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47-1685128
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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4400 Route 9 South, Suite 3100, Freehold,
New Jersey 07728
(Address of principal executive offices)
(zip code)
646-762-4517
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on
which registered
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Common Stock, $0.0001 par value per share
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AVCO
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒
Emerging growth company
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive
Agreement
Item 3.02 Unregistered Sales of Equity Securities
On April 1, 2020, Avalon GloboCare Corp. (the “Company”)
entered into a Subscription Agreement with WLM Limited (“WLM”), an entity owned by Wenzhao “Daniel” Lu,
Chairman of the Board of Directors of the Company, pursuant to which WLM purchased 645,161 shares of the Company’s common
stock at a price per share of $1.55 for an aggregate purchase price of $1,000,000. The closing occurred on April 1, 2020.
The
offer, sale and issuance of the above securities was made to Mr. Lu, an accredited investor, and the Company relied upon the exemptions
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under
with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were
made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements
of the Securities Act of 1933, as amended.
The foregoing information is a summary
of the agreements and governing documents described above described above, is not complete, and is qualified in its entirety by
reference to the full text of the agreements and governing documents, which are attached as exhibits to this Current Report on
Form 8-K. Readers should review the complete documents for a complete understanding of the terms and conditions associated
with this transaction.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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AVALON GLOBOCARE CORP.
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Dated: April 3, 2020
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By:
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/s/ Luisa Ingargiola
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Name: Luisa Ingargiola
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Title: Chief Financial Officer
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2
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