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 3, 2018
(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) |
83 South Street, Suite 101, Freehold, New Jersey 07728
(Address of principal executive offices) (zip code)
646-762-4517
(Registrant's telephone number, including area code)
Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
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).
| x | 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. x
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 1, 2016, Avalon GloboCare Corp. (the “Company”) entered into an Executive Employment Agreement with David Jin, the Company’s CEO and President, and on January 11, 2017, effective December 1, 2016, Avalon (Shanghai) Healthcare Technology Co., Ltd., the Company’s wholly owned subsidiary, entered into an Executive Employment Agreement with Meng Li, the Company’s COO and Secretary. On April 3, 2018, the Company and Dr. Jin and Ms. Li each entered into an amendment of the Executive Employment Agreements pursuant to which Dr. Jin and Ms. Li will be eligible to receive a bonus equal to 100% of their base salary, which shall be payable upon the Company’s shares becoming listed on a national securities exchange and, if the Board determines that additional equity funding is required, the Company’s closing (whether at the time of listing or subsequent thereto) of a public offering of its equity, raising not less than $10 million in gross proceeds in the aggregate.
The foregoing information is a summary of each 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 those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|
|
Letter Agreement by and between Avalon GloboCare Corp. and David Jin dated April 3, 2018
Letter Agreement by and between Avalon GloboCare Corp. and Meng Li dated April 3, 2018
|
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: April 4, 2018 | By: | /s/ David K. Jin | |
| Name: David K. Jin | |||
| Title: Chief Executive Officer, President and Director | |||