Change Agents Corporation 8-K, filed Oct 11, 2024
Change Agents Corporation. (CHGA)
About this 8-K
Change Agents Corporation filed this 8-K on October 11, 2024, reporting on events of October 7, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 7, 2024, Avalon GloboCare Corp., a Delaware corporation (the “Company”) held the Company’s virtual 2024 annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) the election of directors, (ii) the ratification of the appointment of the Company’s independent registered public accounting firm, (iii) to approve the issuance of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in excess of 19.99% of the outstanding Common Stock with respect to the securities purchase agreement and related transaction documents entered into by the Company on or around June 5, 2024, (iv) the approval of an amendment to the amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effectuate a reverse stock split of the Company’s Common Stock, at a ratio of no less than 1-for-2 and no more than 1-for-15 (the “Reverse Stock Split”), with such ratio to be determined at the sole discretion of the Board of Directors of the Company (the “Board”), (v) the approval of an amendment to the Certificate of Incorporation to decrease the number of shares of Common Stock available for issuance thereunder from 490,000,000 shares to 100,000,000 shares (the “Decrease in Authorized Shares”), and (vi) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers.
The voting results for each item of business voted upon at the Annual Meeting were as follows:
| 1. | The votes cast with respect to the proposal to elect Wenzhao Lu, David Jin, M.D., Ph.D., Lourdes Felix, Steven A. Sanders, William B. Stilley, III, Wilbert J. Tauzin II, and Tevi Troy as directors of the Company to hold office until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal were as follows: |
| FOR | WITHHELD | BROKER NON-VOTES | ||||||||||
| Wenzhao Lu | 6,856,371 | 74,741 | 2,429,505 | |||||||||
| David Jin, M.D., Ph.D. | 6,874,679 | 56,433 | 2,429,505 | |||||||||
| Lourdes Felix | 6,852,278 | 78,834 | 2,429,505 | |||||||||
| Steven A. Sanders | 6,845,144 | 85,968 | 2,429,505 | |||||||||
| William B. Stilley, III | 6,807,822 | 123,290 | 2,429,505 | |||||||||
| Wilbert J. Tauzin II | 6,856,961 | 74,151 | 2,429,505 | |||||||||
| Tevi Troy | 6,844,196 | 86,916 | 2,429,505 | |||||||||
The stockholders elected each nominee as a director of the Company.
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| 2. | The votes cast with respect to the proposal to ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 9,250,235 | 104,610 | 5,772 | - |
The stockholders approved the proposal 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. | The votes cast with respect to the proposal 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, with respect to the securities purchase agreement and related transaction documents entered into by the Company on or around June 5, 2024, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,785,876 | 143,208 | 2,028 | 2,429,505 |
The stockholders approved the proposal for 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, with respect to the securities purchase agreement and related transaction documents entered into by the Company on or around June 5, 2024.
| 4. | The votes cast with respect to the proposal 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, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 9,046,340 | 312,462 | 1,815 | - |
The stockholders approved the proposal to approve the Reverse Stock Split.
| 5. | The votes cast with respect to the proposal 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, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 9,048,074 | 307,947 | 4,596 | - |
The stockholders approved the proposal to approve the Decrease in Authorized Shares.
| 6. | The votes cast with respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, were as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 6,821,344 | 107,329 | 2,439 | 2,429,505 |
The stockholders approved the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers.
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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 11, 2024 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |
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