Washington, D.C. 20549








Date of Report (Date of earliest event reported): October 18, 2019



(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)



(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))


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. ☒


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







Item 1.01Entry Into a Material Definitive Agreement


On October 18, 2019, Avalon GloboCare Corp. (the “Company”) and third-party institutional investors (the (“Warrant Holders”) holding Stock Purchase Warrants to acquire 1,714,288 shares of common stock of the Company (the “Warrants”) entered into a Warrant Redemption and Cancellation Agreement (the “Redemption Agreement”). The Warrants had an exercise price of $3.50 per share and were originally issued as part of the Company’s registered direct offering in April 2019. The Redemption Agreement provides that the Company will redeem the Warrants for a purchase price of approximately $1.4 million with 50% of the Warrants to be redeemed on or before October 25, 2019 and the balance to be redeemed on or before November 8, 2019. The Warrant Holders may exercise all or some of the Warrants on or prior to the date the Company provides the Warrant Holders with notice of its intent to close. In the event the Warrant Holders sell the shares of common stock prior to receipt of notice from the Company, the number of shares to be redeemed and the payment price shall be reduced on a pro-rata basis. The Warrant Holders may terminate the Redemption Agreement in the event the initial closing does not occur prior to November 1, 2019. Additionally, to the extent that the final closing has not occurred on or prior to November 14, 2019, then the Warrant Holder shall have the right to terminate the Company’s rights with respect to the second closing. Following each closing, the Warrants that were redeemed shall be cancelled.


A copy of the form of Redemption Agreement is attached to this current report on Form 8-K as Exhibit 10.1 and is incorporated by reference as though it were fully set forth herein. The foregoing summary description of the Redemption Agreement and the transactions contemplated thereby is not intended to be complete, and is qualified in its entirety by the complete text of the Redemption Agreement.


Item 1.02Termination of a Material Definitive Agreement


See discussion in Item 1.01 regarding the Redemption Agreement.


Item 9.01Financial Statements and Exhibits


Exhibit No.   Description of Exhibit
10.1   Form of Warrant Redemption and Cancellation Agreement







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.




Date: October 21, 2019 By: /s/ Luisa Ingargiola
  Name:  Luisa Ingargiola
  Title: Chief Financial Officer