Change Agents Corporation 8-K, filed Oct 29, 2024
Change Agents Corporation. (CHGA)
About this 8-K
Change Agents Corporation filed this 8-K on October 29, 2024, reporting on events of October 23, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On October 7, 2024, Avalon GloboCare Corp., a Delaware corporation (the “Company”) held the Company’s virtual 2024 annual meeting of stockholders, pursuant to which the stockholders of the Company approved of, amongst other matters, 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”), as well as 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”).
On October 23, 2024, the Company filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Stock Split at a ratio of 1-for-15 as well as the Decreased in Authorized Shares. The Amendment became effective at 5:00 PM ET on October 25, 2024. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of amendment dated October 23, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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 29, 2024 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |
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Exhibit 3.1
