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Washington, D.C. 20549








Date of Report (Date of earliest event reported): July 25, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-38728   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))


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 July 25, 2022, Avalon GloboCare Corp. (the “Company”) (the “Company”) and Wenzhao “Daniel” Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which Mr. Lu converted $2.9 million of the debt, including interest, owed under the Line of Credit into 4,442,989 shares of common stock of the Company at a per share price of $0.65. As a result of the draw down described above and the conversion the total principal amount outstanding under the Credit Line to $-0- million.


On July 25, 2022, the Company and Fsunshine Trading PTE. Ltd. (“Fsunshine”) entered into a Conversion Agreement pursuant to which Fsunshine converted its Convertible Notes in the amount of $3.7 million, including interest, into 5,736,451 shares of common stock of the Company at a per share price of $0.65.


The offers, sales and issuances of the above securities were made to Fsunshine, an accredited investor, and Mr. Lu, an accredited investor, director of the Company and a significant shareholder of the Company, upon the exemptions contained in Section 4(a)(2) of the Securities Act (the “Act”) and/or Rule 506 of Regulation D promulgated there under with regard to the sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to accredited investors and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Act.


The foregoing information is a summary of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of the agreements, which are attached an exhibit to this Current Report on Form 8-K.  Readers should review the agreement for a complete understanding of the terms and conditions associated with these transactions.


Item 9.01 Financial Statements and Exhibits


Exhibit No.   Description of Exhibit
10.1   Revolving Line of Credit Agreement, dated as of August 29, 2019, between Avalon GloboCare Corp. and Wenzhao “Daniel” Lu (1)
10.2   Debt Settlement Agreement and Release between Avalon GloboCare Corp. and Wenzhao “Daniel” Lu dated July 25, 2022
10.3   Conversion Agreement between Avalon GloboCare Corp. and Fsunshine Trading PTE. Ltd. dated July 25, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)


(1)Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 3, 2019.







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: July 26, 2022 By: /s/ Luisa Ingargiola
  Name:  Luisa Ingargiola
  Title: Chief Financial Officer