AVALON GLOBOCARE CORP. Item 3.02 Unregistered Sales of
On
The 2022 Convertible Note bears interest at 1% per annum payable at maturity and
matures ten years from issuance. The investor may elect to convert all or part
of the 2022 Convertible Note, plus accrued interest, at any time into shares of
common stock of the Company at a conversion price equal to 95% of the average of
the highest three trading prices for the common stock during the 20-trading day
period ending one trading day prior to the conversion date but in no event will
the conversion price be lower than
The investor agreed to restrict its ability to convert the 2022 Convertible Note and exercise the 2022 Warrants and receive shares of common stock such that the number of shares of common stock held by the investor after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. Further, the investor agreed to not sell or transfer any or all of the shares of common stock underlying the 2022 Convertible Note or the 2022 Warrant for a period of 90 days beginning on the closing date (the "Lock-Up Period"). Following the expiration of the Lock-Up Period, the investor has agreed to limit its sale or transfer of such shares of common stock to a maximum monthly amount equal to 20% of the shares of common stock issuable upon conversion of the 2022 Convertible Note. The Company agreed to use its reasonable best efforts to file a registration statement on Form S-3 (or other appropriate form) providing for the resale by the investor of the shares of common stock underlying the 2022 Convertible Note and the 2022 Warrant.
The offer, sale and issuance of the above securities was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sale was made to an accredited investor and transfer of the 2022 Convertible Note, 2022 Warrant and the common stock issuable thereunder was and will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
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 this transaction.
Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement datedMarch 28, 2022 (Incorporated by reference to Exhibit 10.47 of the Annual Report on Form 10-K filed with theSecurities and Exchange Commission onMarch 30, 2022 ) 10.2 Form of Convertible Note -March 2022 (Incorporated by reference to Exhibit 10.48 of the Annual Report on Form 10-K filed with theSecurities and Exchange Commission onMarch 30, 2022 ) 10.3 Form of Warrant -March 2022 (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with theSecurities and Exchange Commission onApril 29, 2022 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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