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): June 4, 2018
(Exact name of registrant as specified in
its charter)
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Delaware
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000-55709
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47-1685128
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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4400 Route 9 South, Suite 3100, 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
30 Wall Street, 8
th
Floor
New York, New York 10005
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).
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☒
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Emerging growth company
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 3.01
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Unregistered Sales of Equity Securities
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment
of New Director – Tevi Troy
On
June 4, 2018, Tevi Troy was appointed to the Board of Directors of Avalon GloboCare Corp. (the “Company”) to serve
as a director of the Company. In addition, the Company expects to appoint Dr. Troy as Chairman of the Nominating and Corporate
Governance Committee upon formation. Dr. Troy entered into an agreement pursuant to which he will serve as a director. The director
agreement provides that he will receive options to acquire 40,000 shares of common stock per year commencing January 1, 2019 at
an exercise price equal to the closing price on December 31st of the prior year. The options shall vest in equal amounts quarterly
and shall be exercisable for a period of five years. For 2018, the Company granted Dr. Troy options to acquire 20,000 shares of
common stock at an exercise price of $2.30 for a term of five years with 10,000 options vesting immediately and the balance vesting
October 1, 2018. In addition, Dr. Troy will receive $5,000 per quarter for serving as Chairman of the Nominating and Corporate
Governance Committee commencing upon formation.
There
is no understanding or arrangement between Dr. Troy and any other person pursuant to which he was appointed as director. Dr.
Troy does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a
director or an executive officer. Dr. Troy has not had direct or indirect material interest in any transaction or proposed
transaction, in which the Company was or is a proposed participant, exceeding $120,000.
Since February 2018,
Dr. Troy has served as Vice President of Public Policy for Juul Labs. From 2014 to 2018, Dr. was the founder and CEO of the American
Health Policy Institute. Before that, Dr. Troy was Senior Fellow at Hudson Institute, where he remains an Adjunct Fellow. He has
also been a Researcher at the American Enterprise Institute. On August 3, 2007, Dr. Troy was unanimously confirmed by the U.S.
Senate as the Deputy Secretary of the U.S. Department of Health and Human Services. As Deputy Secretary, Dr. Troy was the chief
operating officer of the largest civilian department in the federal government, with a budget of $716 billion and over 67,000 employees.
Dr. Troy has extensive White House experience, having served in several high-level positions over a five-year period, culminating
in his service as Deputy Assistant and then Acting Assistant to the President for Domestic Policy. Dr. Troy has held high-level
positions on Capitol Hill as well. From 1998 to 2000, Dr. Troy served as the Policy Director for Senator John Ashcroft. From 1996
to 1998, Dr. Troy was Senior Domestic Policy Adviser and later Domestic Policy Director for the House Policy Committee, chaired
by Christopher Cox. In addition to his senior level government work and health care expertise, Dr. Troy is also a presidential
historian, making him one of only a handful of historians who has both studied the White House as a historian and worked there
at the highest levels. He is the author of the best-selling book,
What Jefferson Read, Ike Watched, and Obama Tweeted: 200 Years
of Popular Culture in the White House
, as well as
Intellectuals and the American Presidency: Philosophers, Jesters, or Technicians?
,
and has written over 250 published articles, for
The New York Times, The Wall Street Journal, The Washington Post
, and many
other publications. His latest book is
Shall We Wake the President? Two Centuries of Disaster Management in the Oval Office
.
He is a frequent television and radio analyst, and has appeared on CNBC, CNN, C-SPAN, Fox News, and The NewsHour, among other outlets.
Dr. Troy’s many other affiliations include: contributing editor for
Washingtonian
magazine; member of the publication committee
of
National Affairs
; member of the Board of Fellows of the Jewish Policy Center; a Senior Fellow at the Potomac Institute; and a member of the Blue Ribbon Study Panel examining the United States’ readiness
to address bioterrorism and naturally occurring outbreaks. In 2012, he was a Special Policy Adviser to the Mitt Romney presidential
campaign and served as Director of Domestic Policy for the nascent Romney transition. Dr. Troy has a B.S. in Industrial and Labor
Relations from Cornell University and an M.A and Ph.D. in American Civilization from the University of Texas at Austin.
Item
8.01 Other Events
Joint Venture - Airuikang Biological
Technology Co., Ltd.
On May 29, 2018, Avalon
(Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), a wholly owned subsidiary of the Company entered into
a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”) pursuant to which the parties
agreed to establish a company named Airuikang Biological Technology Co., Ltd. (“ABT”), which will be owned 60% by Unicorn
and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into ABT in
an amount not less than RMB 8,000,000 Yuan and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive
use by the ABT, and Avalon Shanghai shall invest cash into ABT in an amount not less than 10,000,000 Yuan. The board of directors
of ABT shall consist of five members with Unicorn appointing three members and Avalon Shanghai appointing two members. ABT will
be focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes
and the clinical transformation of scientific achievements.
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.
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.
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AVALON GLOBOCARE CORP.
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Dated: June 6, 2018
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By:
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/s/ Luisa Ingargiola
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Name: Luisa Ingargiola
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Title: Chief Financial Officer
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Exhibit 10.1
Avalon
GloboCare Corp.
4400
Route 9 South, Suite 3100
Freehold,
New Jersey 07728
June
4, 2018
Tevi
Troy
Letter
of Appointment – Board of Directors
Dear
Mr. Troy:
We
are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Avalon GloboCare Corp.
(the “Company”). In addition, we expect to appoint you as Chairman of the Nominating and Corporate Governance Committee
(the “Committee”) upon formation. This letter contains the terms of your appointment as a director of the Board of
Directors of the Company and as Chairman of the Committee upon formation. This letter will be effective from the date of the signing
of this letter.
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a)
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You
will be expected to attend all meetings (either in person or by teleconference) of the
Board of the Company and the Committee, of which we expect to hold approximately four
per annum for the Board and Committee as well as sign all written consents if you deem
appropriate. In addition, you will be expected to perform such other duties as are reasonably
contemplated by your holding office as a director of the Company, member of the Committee
or which may reasonably be assigned to you by the Board from time to time.
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b)
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As
a director and member of the Committee you will:
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i)
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Perform
to the best of your abilities and knowledge the duties reasonably assigned to you by
the Board and the Committee from time to time, whether during or outside business hours
and at such places as the Board reasonably requires;
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ii)
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Use
all reasonable efforts to promote the interests of the Company;
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iii)
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Attend
directors’ meetings and committee meetings;
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iv)
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Act
in the best interests of the Company; and
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v)
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Work
closely with the Board of Directors and the Chief Executive Officer.
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c)
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As
you will appreciate, however, your time commitment will ultimately be a product of the
matters confronting the Company from time to time and matters properly requiring your
attention as a director of the Company.
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On
January 1 of each year, the Company shall grant you options to purchase 40,000 shares of the Company’s common stock on an
annual basis at exercise price equal to the closing price on December 31st. The options will vest 25% at the beginning of each
quarter and have a term of five years. As your service as a director will commence on the date set forth above, the option for
this year shall be pro-rated. As a result, for 2018, you shall receive a stock option to acquire 20,000 shares of common stock
at an exercise price of $2.30 per share for a term of five years vesting immediately with respect to 10,000 shares of common stock
and 10,000 shares of common stock vesting October 1, 2018.
In
addition, you will receive $5,000 per quarter for serving as Chairman of the Committee commencing upon formation.
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3.
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Expenses:
Subject to you providing the Company with receipts or other evidence of payment, the
Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably
incurred by you in connection with attending and returning from Board, Committee, Company,
meetings or otherwise in connection with the Company’s business. Reasonable travel and
out of pocket expenses used in connection with the business of the Group shall include:
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b)
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Domestic
and international travel (economy class under 4 hours and business class over 4 hours);
and
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4.
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Termination
of Appointment:
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a)
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Your
appointment as the Director may be terminated at any time by the vote of the stockholders
of the Company in accordance with the certificate of incorporation and bylaws of the
Company.
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b)
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You
acknowledge and agree that if the shareholders of the Company terminate your appointment,
you will have no claim of any kind against the Company by reason of the termination.
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c)
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You
are at liberty to terminate the appointment at any time by notice in writing to the Company.
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5.
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What
happens after termination of appointment?
If your appointment is terminated for any reason or you resign for any reason:
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a)
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The
Company may set off any amounts you owe the Company against any amounts the Company owes
to you as a Director at the date of termination except for amounts the Company is not
entitled by law to set off;
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b)
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You
must return all the Company’s property (including property leased by the Company) to
the Company on termination including all written or machine readable material, software,
computers, credit cards, keys and vehicles; and
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c)
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You
must not record any confidential information in any form after termination.
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6.
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Prohibited
Activities:
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a)
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You
undertake to the Company that you will not during the term of your appointment engage
in a business or an activity that would place you in a position of conflict in respect
of the performance of your duties.
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b)
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The
terms of your appointment do not restrict you from accepting appointment as a director
of any other company outside of the Company’s industry, providing consulting services
or any other business or other activity whatsoever. The Company acknowledges and accepts
your current roles as a director. You recognize that the services to be performed
by you under the Agreement are special, unique and extraordinary. The parties confirm
that it is reasonably necessary for the protection of the Company’s goodwill that you
agree, and accordingly, you do hereby agree and covenant, that during your term as director,
you will not, directly or indirectly, except for the benefit of the Company:
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i.
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become
an officer, director, more than 2% stockholder, partner, associate, employee, owner,
proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be
interested in or associated with any other corporation, firm or business engaged in the
same or any similar business competitive with that of the Company (including the Company’s
present and future subsidiaries and affiliates) (the “Business”); or
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ii.
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solicit,
cause or authorize, directly or indirectly, to be solicited for or on behalf of himself
or third parties from parties who were customers of the Company (including its present
and future subsidiaries and affiliates) at any time during your term, any business similar
to the business transacted by the Company with such customer; or
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iii.
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accept
or cause or authorize, directly or indirectly, to be accepted for or on behalf of your
or third parties, business from any such customers of the Company (including its present
and future subsidiaries and affiliates); or
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iv.
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solicit,
or cause or authorize, directly or indirectly, to be solicited for employment for or
on behalf of you or third parties, any persons who were at any time during your term
hereunder, employees of the Company (including its present and future subsidiaries and
affiliates); or
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v.
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employ
or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself
or third parties, any such employees of the Company (including its present and future
subsidiaries and affiliates); or
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vi.
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use
the tradenames, trademarks, or trade dress of any of the products of the Company (including
its present and future subsidiaries and affiliates); or any substantially similar tradename,
trademark or trade dress likely to cause, or having the effect of causing, confusion
in the minds of manufacturers, customers, suppliers and retail outlets and the public
generally.
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You
acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent
with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established
precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration
of the aforesaid covenant not to compete, contained in an appropriate decree.
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c)
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Except
as permitted in this Agreement or as approved by the Company, you will not (i) use any
Confidential Information (as defined below) or (ii) disseminate or in any way disclose
the Confidential Information to any person, firm, business or governmental agency or
department. You may use the Confidential Information to perform your Duties for the benefit
of Company. You shall treat all Confidential Information with the same degree of care
as you accord to your own confidential information, but in no case shall you use less
than reasonable care. You shall immediately give notice to Company of any unauthorized
use or disclosure of the Confidential Information. You shall assist Company in remedying
any the unauthorized use or disclosure of the Confidential Information. You agree not
to communicate any information to Company in violation of the proprietary rights of any
third party.
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“Confidential
Information” means (a) any technical and non-technical information related to the Company’s business and current,
future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual
property, and information concerning research, development, design details and specifications, financial information, procurement
requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans
and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary”
and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat
as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.
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7.
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Notices
and Other Communications:
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a)
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Service
of Notices
A notice, demand, consent, approval or communication under this letter (collectively
a “Notice”) must be:
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i)
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In
writing and in English directed to the address advised by the recipient for notices,
as varied by any notice; and
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ii)
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Hand
delivered or sent by prepaid post or facsimile to that address.
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b)
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Effective
on Receipt: A Notice given in accordance with section 7a takes effect when received (or
at a later time specified in the Notice), and is taken to be received:
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i)
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If
hand delivered, on delivery;
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ii)
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If
sent by prepaid post, two Business Days after the date of posting (or seven Business
Days after the date of posting if posted to or from outside The United States of America);
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iii)
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If
sent by facsimile, when the sender’s facsimile system generates a message confirming
successful transmission of the entire Notice unless, within eight Business Hours after
the transmission, the recipient informs the sender that it has not received the entire
Notice;
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but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken
to be received at 9.00am on the Business Day after that delivery, receipt or transmission.
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a)
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Alterations:
This letter may be altered only in writing signed by each party.
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b)
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Approvals
and consents: Except where this letter expressly states otherwise, a party may, in its
discretion, give conditionally or unconditionally or withhold any approval or consent
under this letter.
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c)
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Assignment:
This letter may NOT be assigned by either party.
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d)
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Costs:
Each party must pay its own costs of negotiating, preparing and executing this letter.
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e)
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Survival:
Any indemnity in this letter is independent and survives termination of this letter.
Any other provision by its nature intended to survive termination of this letter survives
termination of this letter.
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f)
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Counterparts:
This letter may be executed in counterparts. All executed counterparts constitute one
document.
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g)
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No
Merger: The rights and obligations of the parties under this letter do not merge on completion
of any transaction contemplated by this letter.
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h)
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Entire
Agreement: This letter constitutes the entire agreement between the parties in connection
with its subject matter and supersedes all previous agreements or understandings between
the parties in connection with its subject matter.
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i)
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Further
Action: Each party must do, at its own expense, everything reasonably necessary (including
executing documents) to give full effect to this letter and the transactions contemplated
by it.
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j)
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Waiver:
A party does not waive a right, power or remedy if it fails to exercise or delays in
exercising the right, power or remedy. A single or partial exercise of a right, power
or remedy does not prevent another or further exercise of that or another right, power
or remedy. A waiver of a right, power or remedy must be in writing and signed by the
party giving the waiver.
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k)
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Relationship:
Except where this letter expressly states otherwise, it does not create a relationship
of employment, agency or partnership between the parties.
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l)
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Confidentiality:
A party may only use the confidential information of another party for the purposes of
this letter, and must keep the existence of this letter and the terms of it and the confidential
information of another party confidential information except where:
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i)
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The
information is public knowledge (but not because of a breach of this letter) or the party
has independently created the information; or
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ii)
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Disclosure
is required by law or a regulatory body (including a relevant stock exchange).
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m)
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Announcements:
A public announcement in connection with this letter or a transaction contemplated by
it must be agreed by the parties before it is made, except if required by law or a regulatory
body (including a relevant stock exchange).
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9.
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Insurance:
The Company has directors’ and officers’ liability insurance under which you are covered
in the US and elsewhere for all usual risks during the term of your appointment as the
Director. The Company will maintain that cover for the full term of your appointment.
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10.
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Contract
for Services: This is a contract for services and is not a contract of employment.
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11.
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Governing
Law: This Agreement shall be governed by the laws of the State of Delaware (without giving
effect to choice of law principles or rules thereof that would cause the application
of the laws of any jurisdiction other than the State of Delaware) and the invalidity
or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating or affecting the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
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Please
sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.
Yours
Sincerely,
Avalon
GloboCare Corp.
By:/s/
David Jin
Name:
David Jin
Title:
CEO
Agreed
to and accepted by:
/s/
Tevi Troy
Tevi Troy
Exhibit 99.1
Joint
Venture Agreement
[Party
A: Jiangsu Unicorn Biological Technology Co., Ltd.]
Address:
22nd Floor, Nanjing Youyi Plaza, 27 Hanzhong Road, Qinhuai District, Nanjing
[Party
B: Avalon (Shanghai) healthcare technology Co., Ltd.]
Address:
1016, Reignwood Centre, No.8 Jianguomenwai Ave, Chaoyang District, Beijing
In
view of the letter of intent for strategic cooperation executed by and between both Parties, now with respect to the establishment
of a joint venture company, both Parties hereby agree as follows:
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I.
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Establishment
of the Company
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1.
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Both
Parties agree to jointly establish a company named Airuikang (to be reviewed) Biological
Technology Co., Ltd. (hereinafter referred to as the “JV Company”).
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2.
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The
registered capital of the JV Company shall be RMB 25,000,000 Yuan, of which 60% shall
be contributed by Party A, and 40% by Party B.
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3.
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Both
Parties agree that within 2 years upon the execution hereof, Party A shall invest cash
in an amount not less than RMB 8,000,000 Yuan and the premises of the laboratories of
Nanjing Hospital of Chinese Medicine for exclusive use by the JV Company, and Party B
shall invest cash in an amount not less than 10,000,000 Yuan.
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4.
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The
JV Company will, based on the laboratories of Nanjing Hospital of Chinese Medicine as
its principal place of business, set up laboratories for office affairs and those meeting
GMP standards. Both Parties shall do their best to acquire corresponding qualifications
for the JV Company and equip the same with an operation team. The scope of business thereof
is preliminarily determined as follows:
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c.
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Biological
sample repository (for commercial and scientific research purposes);
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d.
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Clinical
transformation of scientific achievements;
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5.
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The
JV Company shall have a board of directors, which shall consist of 5 members, of whom
3 shall be designated by Party A and 2 by Party B; see the appendix hereto for the name
list;
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6.
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The
board of directors shall supervise the establishment, deliberate on and adopt the articles
of association, and supervise the establishment of processes for the daily management
of the JV Company.
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II.
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Rights
and Obligations
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1.
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Both
Parties agree that Party A shall transfer its title to the laboratories under the agreement
executed by it in respect of the project on Nanjing Hospital of Chinese Medicine to the
JV Company, and assist the same in obtaining relevant qualifications for the laboratories;
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2.
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Business
planning of the JV Company, including but not limited to project design, budget, staff,
team, and other specific matters, shall be subject to resolution of the board of directors;
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3.
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Where
the planned business of the JV Company overlaps with the existing business of both Parties,
negotiation over business setting-up and other specific matters shall be conducted through
the board of directors; in case the two are complementary to each other, the existing
technologies, services and etc. of both Parties shall be used preferentially.
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III.
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Good
faith deposit: given that Party A has provided resources for the JV Company at the early
stage, in order to show Party B’s sincerity for cooperation, both Parties agree
that Party B shall pay prior to the establishment of the JV Company a good faith deposit:
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1.
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Party
B shall pay within three days upon the execution hereof to Party A RMB Two Million (2,000,000)
Yuan as a good faith deposit, which will be returned by Party A to Party B upon the completion
of the establishment and the opening of a bank account of the JV Company, and then be
paid by Party B as an investment into the JV Company’s account;
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Account
name:
Jiangsu Unicorn Biological Technology Co., Ltd.
Opening
bank:
Xuanwu Sub-branch, Industrial and Commercial Bank of China
Account
number:
4301 0159 0910 0645 367
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2.
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Where
the original joint venture plan is terminated or changed by both Parties for whatever
reason, Party A shall return the good faith deposit to Party B.
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IV.
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Termination
of Agreement and Liability for Breach of Contract:
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1.
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Both
Parties may terminate this Agreement by executing a written document;
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2.
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Either
Party may terminate this Agreement by notifying the other Party in writing thirty days
in advance, without bearing any liability.
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3.
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In
case of any violation by either Party of any of its obligations or warranties hereunder,
the other Party may by written notice forthwith dissolve this Agreement, and request
the former to compensate for all losses and damages suffered and expenses incurred by
it as a result thereof, including but not limited to any punishment imposed on it by
any competent authority or any claim for compensation filed by any third party against
it as a result thereof.
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1.
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Any
dispute arising from or in connection with this Agreement shall be settled by both Parties
through friendly negotiation;
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2.
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Where
the negotiation fails, the dispute shall be submitted to Nanjing Arbitration Commission
for arbitration in accordance with its then existing rules in force;
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3.
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The
arbitration award shall be final and binding upon both Parties.
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1.
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Both
Parties have taken part in the negotiation over this Agreement and the drafting hereof.
In case of any dispute or issue arising with respect to the purpose or interpretation
hereof, this Agreement shall be deemed to have been drafted jointly by both Parties,
and may not be interpreted in any way favorable or unfavorable to either Party on the
grounds that any terms hereof is actually drafted by such Party.
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2.
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Anything
not covered herein shall be specified through negotiation by and between both Parties
in supplementary provisions in writing, which shall have the same force and effect as
this Agreement.
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3.
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The
appendix hereto shall be an integral part hereof, and have the same force and effect
as the terms hereof.
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4.
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The
original hereof is made in two copies, with each Party holding one copy respectively,
which shall have the same force and effect.
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[No
text below]
[Signature
and seal page]
Party
A: Jiangsu Unicorn Biological Technology Co., Ltd.
Date:
Party
B: Avalon (Shanghai) healthcare technology Co., Ltd.
Date: