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
   

10.1

 

 

10.2

 

 

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  
       

 

 

 

Exhibit 10.1

Avalon GloboCare Corp.

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

 

April 3, 2018

 

David Jin

c/o Avalon GloboCare Corp.

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

 

Re:       Executive Employment Agreement

 

Dr. Jin:

 

Reference is hereby made to that certain Executive Employment Agreement entered between Avalon GloboCare Corporation (the “Company”) and yourself dated December 1, 2016 (the “Agreement”). In acknowledgment of your services to date and in order to properly compensate you for your services going forward, we hereby agree to amend Section 3 of the Agreement to add the following paragraph (G):

 

Executive will be eligible a bonus equal to 100% of the 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 $10,000,000 in gross proceeds in the aggregate. If such conditions are fulfilled, or waived by the Board, the above bonus shall be payable with the next payroll following the occurrence of the relevant event, subject to all applicable deductions required by law.

 

Please execute below agreeing to the above amendment.

 

Avalon GloboCare Corp.

 

 

By:/s/ Luisa Ingargiola

Name: Luisa Ingargiola

Title: Chief Financial Officer

 

ACKNOWLEDGED AND AGREED:

 

/s/ David Jin

David Jin

 

Exhibit 10.2

Avalon GloboCare Corp.

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

 

April 3, 2018

 

Meng Li

c/o Avalon GloboCare Corp.

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

 

Re:       Executive Employment Agreement

 

Ms. Li:

 

Reference is hereby made to that certain Executive Employment Agreement entered between Avalon GloboCare Corporation (the “Company”) and yourself effective December 1, 2016 (the “Agreement”). In acknowledgment of your services to date and in order to properly compensate you for your services going forward, we hereby agree to amend Section 3 of the Agreement to add the following paragraph (G):

 

Executive will be eligible a bonus equal to 100% of the 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 $10,000,000 in gross proceeds in the aggregate. If such conditions are fulfilled, or waived by the Board, the above bonus shall be payable with the next payroll following the occurrence of the relevant event, subject to all applicable deductions required by law.

 

Please execute below agreeing to the above amendment.

 

Avalon GloboCare Corp.

 

 

By:/s/ Luisa Ingargiola

Name: Luisa Ingargiola

Title: Chief Financial Officer

 

ACKNOWLEDGED AND AGREED:

 

/s/ Meng Li

Meng Li