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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 23, 2024

 

AVALON GLOBOCARE CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38728   47-1685128
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

4400 Route 9 South, Suite 3100, Freehold, NJ 07728

(Address of principal executive offices)

 

(732) 780-4400

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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.)

 

☐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 Symbol(s)  Name of each exchange on which registered
Common Stock, par value $0.0001 per share  ALBT  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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

On October 7, 2024, Avalon GloboCare Corp., a Delaware corporation (the “Company”) held the Company’s virtual 2024 annual meeting of stockholders, pursuant to which the stockholders of the Company approved of, amongst other matters, an amendment to the amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effectuate a reverse stock split of the Company’s common stock, at a ratio of no less than 1-for-2 and no more than 1-for-15 (the “Reverse Stock Split”), with such ratio to be determined at the sole discretion of the Board of Directors of the Company (the “Board”), as well as the approval of an amendment to the Certificate of Incorporation to decrease the number of shares of common stock available for issuance thereunder from 490,000,000 shares to 100,000,000 shares (the “Decrease in Authorized Shares”).

  

On October 23, 2024, the Company filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Stock Split at a ratio of 1-for-15 as well as the Decreased in Authorized Shares. The Amendment became effective at 5:00 PM ET on October 25, 2024. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.  Description
3.1  Certificate of amendment dated October 23, 2024
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AVALON GLOBOCARE CORP.  
     
Dated: October 29, 2024 By: /s/ Luisa Ingargiola
  Name:  Luisa Ingargiola
  Title: Chief Financial Officer

 

 

2

 

 

Exhibit 3.1

 

 

 

 

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Cover
Oct. 23, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 23, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-38728
Entity Registrant Name AVALON GLOBOCARE CORP.
Entity Central Index Key 0001630212
Entity Tax Identification Number 47-1685128
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4400 Route 9 South
Entity Address, Address Line Two Suite 3100
Entity Address, City or Town Freehold
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07728
City Area Code (732)
Local Phone Number 780-4400
Written Communications false
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol ALBT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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