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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): October 24, 2024
AVALON GLOBOCARE CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38728 | 47-1685128 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
4400 Route 9 South, Suite 3100, Freehold, NJ 07728
(Address of principal executive offices)
(732) 780-4400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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.)
| ☐ | 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 Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ALBT | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01. Regulation FD Disclosure.
On October 24, 2024, Avalon GloboCare Corp., a Delaware corporation (the “Company”), issued a press release announcing that the Company will effect a 1-for-15 reverse split of its common stock, par value $0.0001 per share (the “Common Stock”), on October 28, 2024. The Common Stock will begin trading on a split-adjusted basis when the market opens on October 28, 2024.
The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release of the Company dated October 24, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| AVALON GLOBOCARE CORP. | ||
| Dated: October 24, 2024 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Avalon GloboCare Announces 1-for-15 Reverse Stock Split as Part of Nasdaq Compliance Plan
FREEHOLD, N.J., October 24, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, today announced that it will effect a 1-for-15 reverse split (“reverse split”) of its common shares that will become effective on October 28, 2024. The Company expects that the reverse stock split will allow the Company to regain compliance with the $1.00 minimum bid price requirement of the Nasdaq Capital Market.
Avalon GloboCare’s common shares will continue to trade on Nasdaq under the symbol “ALBT” and will begin trading on a split-adjusted basis when the market opens on October 28, 2024. The new CUSIP number for the common shares following the reverse split will be 05344R302. The reverse split will reduce the number of outstanding shares of the Company’s common shares from approximately 16.0 million shares to approximately 1.1 million shares.
“This reverse stock split is a strategic step towards regaining compliance with Nasdaq’s listing requirements,” stated David Jin, M.D., Ph.D., President and Chief Executive Officer of Avalon GloboCare. “It will allow us to continue to execute on our business goals and position Avalon GloboCare for long-term growth and success. We remain committed to delivering value to our shareholders through our innovative precision diagnostics and laboratory services."
About Avalon GloboCare Corp.
Avalon GloboCare Corp. (NASDAQ: ALBT) is a commercial stage company dedicated to developing and delivering innovative, transformative,
precision diagnostics and clinical laboratory services. Avalon is working to establish a leading role in the innovation of diagnostic
testing, utilizing proprietary technology to deliver precise, genetics-driven results. The Company also provides laboratory services,
offering a broad portfolio of diagnostic tests, including drug testing, toxicology, and a broad array of test services, from general bloodwork
to anatomic pathology, and urine toxicology. For more information about Avalon GloboCare, please visit www.avalon-globocare.com.
For the latest updates on Avalon GloboCare’s developments, please follow our twitter at @avalongc_avco
Forward-Looking Statements
Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore
involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”,
“anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms
of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is
not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include
any statement that does not directly relate to any historical or current fact, including statements regarding the ability to enter into
a definitive agreement, as well as the Company’s commercialization, distribution and sales of its products and the ability to compete
with other similar products. Actual results may differ materially from those indicated by such forward-looking statements as a result
of various important factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov),
including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Form 8-Ks filed or furnished with the SEC. In addition to
these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without
limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.
The forward-looking statements included in this press release represent the Company's views as of the date of this press release and these
views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company
specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's
views as of any date subsequent to the date of the press release.
Contact Information:
Avalon GloboCare Corp.
4400 Route 9, Suite 3100
Freehold, NJ 07728
PR@Avalon-GloboCare.com
Investor Relations:
Crescendo Communications, LLC
Tel: (212) 671-1020 Ext. 304
albt@crescendo-ir.com