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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Avalon GloboCare Corporation | NASDAQ:AVCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.5259 | 0.52 | 0.5521 | 0 | 01:00:00 |
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): August 5, 2022
(Exact name of registrant as specified in its charter)
Delaware | 000-55709 | 47-1685128 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728
(Address of principal executive offices) (zip code)
(732) 780-4400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | AVCO | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On August 5, 2022, Avalon GloboCare Corp. (the “Company”) entered into a Subscription Agreement with Wenzhao “Daniel” Lu, Chairman of the Board of Directors of the Company, pursuant to which Mr. Lu purchased 448,718 shares of the Company’s common stock at a price per share of $0.78 for an aggregate purchase price of $350,000. The closing occurred on August 5, 2022.
On August 5, 2022, the Company entered into a Subscription Agreement with Emma Li Xu Qingbo, a non-affiliate of the Company, pursuant to which Ms. Qingbo purchased 320,513 shares of the Company’s common stock at a price per share of $0.78 for an aggregate purchase price of $250,000. The closing occurred on August 5, 2022.
The two transactions combined had total proceeds to the Company of $600,000.
As of August 8, 2022, the Company’s stockholders’ equity is in excess of $5 million.
The offer, sale and issuance of the above securities was made to Mr. Lu and Ms. Qingbo as accredited investors, 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
Exhibit No. | Description | |
4.1 | Form of Subscription Agreement by and between Avalon GloboCare Corp. and Wenzhao “Daniel” Lu dated August 5, 2022 | |
4.2 | Form of Subscription Agreement by and between Avalon GloboCare Corp. and Emma Li Xu Qingbo dated August 5, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
AVALON GLOBOCARE CORP. | |||
Dated: August 8, 2022 | By: | /s/ Luisa Ingargiola | |
Name: | Luisa Ingargiola | ||
Title: | Chief Financial Officer |
2
1 Year Avalon GloboCare Chart |
1 Month Avalon GloboCare Chart |
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