Avalon GloboCare Corp

DEF 14A 1 ea0210465-02.htm PROXY STATEMENT

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

4400 Route 9 South, Suite 3100

Freehold, NJ 07728

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on October 7, 2024

To the Stockholders of Avalon GloboCare Corp.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Avalon GloboCare Corp. (the “Company”) will be held on Monday, October 7, 2024, beginning at 9:00 a.m., Eastern Time. The Annual Meeting will be held virtually via the Internet at a virtual audio web conference atwww.virtualshareholdermeeting.com/ALBT2024. You will not be able to attend the Annual Meeting at a physical location. At the Annual Meeting, stockholders will consider and vote on the following matters:

(1) To elect seven director nominees to serve as directors until the next annual meeting of stockholders and until their successors are duly elected and qualified;

(2) To ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

(3) To approve the potential issuance of shares of the Company’s common stock in excess of 19.99% of our outstanding common stock pursuant to Nasdaq listing rules;

(4) To approve the amendment of the Company’s amended and restated certificate of incorporation, as amended, to effectuate a reverse stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-15, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”);

(5) To approve the amendment of the Certificate of Incorporation, which approval is contingent upon stockholder approval of, and the effectuation of, the Reverse Stock Split, to reduce the total number of authorized shares of our common stock from 490,000,000 shares to 100,000,000 shares (the “Decrease in Authorized Shares”);

(6) To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; and

(7) To consider any other matters that may properly come before the Annual Meeting.

Proposal No. 5, the Decrease in Authorized Shares, is contingent upon stockholder approval of Proposal No. 4 and the occurrence of the Reverse Stock Split. With respect to all other proposals, including Proposal 4, approval of any one proposal is not dependent on stockholders approving any other proposal. Therefore, if stockholders approve one proposal, but not others, except for Proposal No. 5, the approved proposal would still take effect.

Only stockholders who owned shares of our common stock at the close of business on August 28, 2024 are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. Whether you plan to attend the Annual Meeting live via the Internet or not, you may vote your shares over the Internet or by marking, signing, dating and mailing the proxy card in the envelope provided. If you attend the Annual Meeting live via the Internet and prefer to vote during the Annual Meeting, you may do so even if you have already voted your shares. We designed the format of this year’s Annual Meeting to ensure that our stockholders who attend the Annual Meeting live via the Internet will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Annual Meeting.

By Order of the Board of Directors

/s/ Wenzhao Lu

Wenzhao Lu

Chairman of the Board of Directors

Freehold, NJ

PROXY STATEMENT