Change Agents Corporation 8-K/A, filed May 26, 2023
Change Agents Corporation. (CHGA)
About this 8-K/A
Change Agents Corporation filed this 8-K/A on May 26, 2023, reporting on events of February 9, 2023.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Explanatory Note
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “Avalon,” and the “Company” refer to Avalon GloboCare Corp., a Delaware corporation.
On February 9, 2023 (the “Closing Date”), the Company entered into and closed on an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals and Laboratory Services MSO, LLC (“Laboratory Services MSO”). Pursuant to the terms and conditions set forth in the Amended MIPA, Buyer acquired, on the Closing Date, forty percent (40%) of all the issued and outstanding equity interests of Laboratory Services MSO from the Seller, free and clear of all liens (the “Transaction”).
The Amended MIPA was filed as Exhibit 2.1 to the Current Report on Form 8-K with the Securities Exchange Commission (the “SEC”) on February 13, 2023 (the “Original Form 8-K”). The Original Form 8-K was filed with respect to the Amended MIPA, the Transaction and related matters contemplated therein.
Amendment No. 1 to the Original Form 8-K (“Amendment No. 1”) was filed on April 26, 2023 to include: (i) the audited consolidated financial statements of Laboratory Services MSO for the fiscal years ended December 31, 2022 and 2021, respectively, as Exhibit 99.1 and (ii) the unaudited pro forma condensed combined financial information of the Company and Laboratory Services MSO, as of and for the fiscal year ended December 31, 2022 as Exhibit 99.2.
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Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial information of the Company, as of and for the fiscal year ended December 31, 2022 are filed herewith as Exhibit 99.2, which is incorporated herein by reference.
This Amendment No. 2 is being filed solely to replace the unaudited pro forma financial information included in Amendment No. 1 as Exhibit 99.2. The unaudited pro forma condensed combined financial information previously reflected management’s estimates based on its analysis and information at the consummation of the Transaction. The Company is updating the unaudited pro forma financial information upon completion of such analyses to reflect treatment of its investment in Laboratory Services MSO under the equity method instead of the acquisition method.
All other information contained in the Original Form 8-K and Amendment No 1. remains unchanged.
(d) Exhibits.
| Exhibit | Description | |
| 99.2* | Unaudited pro forma consolidated financial information for the Company, as of and for the fiscal year ended December 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
| 2 |
SIGNATURE
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.
| Date: May 26, 2023 | ||
| By: | /s/ Luisa Ingargiola | |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer |
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Exhibit 99.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On February 9, 2023 (the “Closing Date”), Avalon GloboCare Corp. (the “Company”) entered into and closed an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals (each an “Owner” and collectively, the “Owners”), and Laboratory Services MSO, LLC. The Amended MIPA amends and restates, in its entirety, that certain Membership Interest Purchase Agreement, dated November 7, 2022 (the “Original MIPA”).
Pursuant to the terms and conditions set forth in the Amended MIPA, Buyer acquired from the Seller, forty percent (40%) of all the issued and outstanding equity interests of Laboratory Services MSO, LLC (the “Purchased Interests”), free and clear of all liens (the “Transaction”). The consideration paid by Buyer to Seller for the Purchased Interests consisted of $21,000,000, which comprised of (i) $9,000,000 in cash, (ii) $11,000,000 pursuant to the issuance of 11,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), stated value $1,000 (the “Series B Stated Value”), and (iii) a $1,000,000 cash payment on February 9, 2024 (the “Anniversary Payment”). The Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $3.78 or an aggregate of 2,910,053 shares of the Company’s common stock and are subject to the Lock Up Period. The Seller is also eligible, under the terms set forth in the Amended MIPA, to receive certain earnout payments upon achievement of certain operating results, which may be comprised of up to $10,000,000 of which (x) up to $5,000,000 will be paid in cash and (y) up to $5,000,000 will be paid pursuant to the issuance of the number of shares of Company common stock valued at $5,000,000, calculated using the closing price of the Company’s common stock on December 31, 2023, rounded down to the nearest whole share (collectively, the “Earnout Payments”).
In addition, at any time during the period beginning on the Closing Date and ending on the date nine (9) months after the Closing Date, the Buyer, or its designated affiliates under the Amended MIPA, may purchase from the Seller twenty percent (20%) of the total issued and outstanding equity interests of Laboratory Services MSO, LLC for the purchase price of (i) $6,000,000 in cash and (ii) the issuance of an additional 4,000 shares of Series B Preferred Stock valued at $4,000,000, in accordance with the terms and conditions set forth in the Amended MIPA.
The following unaudited pro forma consolidated financial statements present the historical consolidated financial statements of Avalon GloboCare Corp. and Subsidiaries (“Avalon”), adjusted as if Avalon had purchased 40% of Laboratory Services MSO, LLC.
The unaudited pro forma consolidated balance sheet reflects the historical consolidated balance sheet of Avalon, giving effect to the purchase as if it had been consummated on December 31, 2022. The unaudited pro forma consolidated statement of operations and comprehensive loss for the year ended December 31, 2022 reflect the historical consolidated statement of operations and comprehensive loss of Avalon, giving effect to the purchase as if it had been consummated on January 1, 2022, the beginning of the earliest period presented. The historical financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give pro forma effect to events that are: (1) directly attributable to the investment; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on Avalon’s results following the completion of the purchase.
The unaudited pro forma consolidated financial statements have been developed from and should be read in conjunction with:
| ● | The accompanying notes to the unaudited pro forma consolidated financial statements; and |
| ● | The historical consolidated financial statements and related notes of Avalon as of December 31, 2022, and for the year ended December 31, 2022, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Avalon’s Annual Report on Form 10-K for the year ended December 31, 2022, which were filed with the Securities and Exchange Commission. |
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AVALON GLOBOCARE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2022
| Historical Avalon GloboCare Corp. | Pro Forma | |||||||||||||||||||||||
| and | Pro Forma Adjustments | Pro Forma | ||||||||||||||||||||||
| Subsidiaries | Dr. | Cr. | Combined | |||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||||||||
| Cash | $ | 1,990,910 | $ | - | $ | 278 | a | $ | 1,990,632 | |||||||||||||||
| Rent receivable | 60,526 | - | - | 60,526 | ||||||||||||||||||||
| Rent receivable - related party | 74,100 | - | - | 74,100 | ||||||||||||||||||||
| Other current assets | 247,990 | - | - | 247,990 | ||||||||||||||||||||
| Total Current Assets | 2,373,526 | - | 278 | 2,373,248 | ||||||||||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||||||||||||||
| Operating lease right-of-use assets, net | 10,885 | - | - | 10,885 | ||||||||||||||||||||
| Property and equipment, net | 138,294 | - | - | 138,294 | ||||||||||||||||||||
| Investment in real estate, net | 7,360,087 | - | - | 7,360,087 | ||||||||||||||||||||
| Equity method investment | 485,008 | 23,537,253 | a, c | - | 24,022,261 | |||||||||||||||||||
| Advances for equity interest purchase | 8,999,722 | - | 8,999,722 | a | - | |||||||||||||||||||
| Other non-current assets | 384,383 | - | - | 384,383 | ||||||||||||||||||||
| Total Non-current Assets | 17,378,379 | 23,537,253 | 8,999,722 | 31,915,910 | ||||||||||||||||||||
| Total Assets | $ | 19,751,905 | $ | 23,537,253 | $ | 9,000,000 | $ | 34,289,158 | ||||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||||||||||
| Accrued professional fees | $ | 1,673,411 | $ | - | $ | 950,000 | b | $ | 2,623,411 | |||||||||||||||
| Accrued research and development fees | 838,001 | - | - | 838,001 | ||||||||||||||||||||
| Accrued payroll liability and directors’ compensation | 223,722 | - | - | 223,722 | ||||||||||||||||||||
| Accrued litigation settlement | 450,000 | - | - | 450,000 | ||||||||||||||||||||
| Accrued liabilities and other payables | 283,234 | - | 1,000,000 | a | 1,283,234 | |||||||||||||||||||
| Accrued liabilities and other payables - related parties | 100,000 | - | - | 100,000 | ||||||||||||||||||||
| Operating lease obligation | 11,437 | - | - | 11,437 | ||||||||||||||||||||
| Total Current Liabilities | 3,579,805 | - | 1,950,000 | 5,529,805 | ||||||||||||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||||||||||||||
| Accrued litigation settlement - noncurrent portion | 450,000 | - | - | 450,000 | ||||||||||||||||||||
| Note payable, net | 4,563,152 | - | - | 4,563,152 | ||||||||||||||||||||
| Total Non-current Liabilities | 5,013,152 | - | - | 5,013,152 | ||||||||||||||||||||
| Total Liabilities | 8,592,957 | - | 1,950,000 | 10,542,957 | ||||||||||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||||||||||||||
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized; Series A Convertible Preferred Stock, $0.0001 par value; 9,000 shares issued and outstanding. Liquidation preference $9 million | 9,000,000 | - | - | 9,000,000 | ||||||||||||||||||||
| Series B Convertible Preferred Stock, $0.0001 par value; 11,000 pro forma shares issued and outstanding. Liquidation preference $11 million | - | - | 11,000,000 | a | 11,000,000 | |||||||||||||||||||
| Common stock, $0.0001 par value; 490,000,000 shares authorized; 10,013,576 shares issued and 9,961,576 shares outstanding; 10,013,576 pro forma shares issued and 9,961,576 pro forma shares outstanding; | 1,005 | - | - | 1,005 | ||||||||||||||||||||
| Additional paid-in capital | 65,949,723 | - | - | 65,949,723 | ||||||||||||||||||||
| Less: common stock held in treasury, at cost; 52,000 shares | (522,500 | ) | - | - | (522,500 | ) | ||||||||||||||||||
| Accumulated deficit | (63,062,721 | ) | 950,000 | b | 2,537,253 | c | (61,475,468 | ) | ||||||||||||||||
| Statutory reserve | 6,578 | - | - | 6,578 | ||||||||||||||||||||
| Accumulated other comprehensive loss | (213,137 | ) | - | - | (213,137 | ) | ||||||||||||||||||
| Total shareholders’ equity | 11,158,948 | 950,000 | 13,537,253 | 23,746,201 | ||||||||||||||||||||
| Total Liabilities and Shareholders’ Equity | $ | 19,751,905 | $ | 950,000 | $ | 15,487,253 | $ | 34,289,158 | ||||||||||||||||
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AVALON GLOBOCARE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
Year Ended December 31, 2022
| Historical Avalon GloboCare Corp. | Pro Forma | |||||||||||||||||||
| and | Pro Forma Adjustments | Pro Forma | ||||||||||||||||||
| Subsidiaries | Dr. | Cr. | Combined | |||||||||||||||||
| RENTAL REVENUE | $ | 1,202,169 | $ | - | $ | - | $ | 1,202,169 | ||||||||||||
| OPERATING EXPENSES | 929,441 | - | - | 929,441 | ||||||||||||||||
| OPERATING INCOME | 272,728 | - | - | 272,728 | ||||||||||||||||
| OTHER OPERATING EXPENSES: | ||||||||||||||||||||
| Advertising and marketing | 1,325,313 | - | - | 1,325,313 | ||||||||||||||||
| Professional fees | 2,909,652 | - | - | 2,909,652 | ||||||||||||||||
| Compensation and related benefits | 1,863,188 | - | - | 1,863,188 | ||||||||||||||||
| Research and development expenses | 731,328 | - | - | 731,328 | ||||||||||||||||
| Litigation settlement | 1,350,000 | - | - | 1,350,000 | ||||||||||||||||
| Other general and administrative | 886,142 | - | - | 886,142 | ||||||||||||||||
| Total Other Operating Expenses | 9,065,623 | - | - | 9,065,623 | ||||||||||||||||
| LOSS FROM OPERATIONS | (8,792,895 | ) | - | - | (8,792,895 | ) | ||||||||||||||
| OTHER (EXPENSE) INCOME | ||||||||||||||||||||
| Interest expense - amortization of debt discount and debt issuance cost | (3,310,684 | ) | - | - | (3,310,684 | ) | ||||||||||||||
| Interest expense - other | (185,751 | ) | - | - | (185,751 | ) | ||||||||||||||
| Interest expense - related party | (79,898 | ) | - | - | (79,898 | ) | ||||||||||||||
| Conversion inducement expense | (344,264 | ) | - | - | (344,264 | ) | ||||||||||||||
| (Loss) income from equity method investment | (41,863 | ) | - | 2,537,253 | a | 2,495,390 | ||||||||||||||
| Change in fair value of derivative liability | 600,749 | - | - | 600,749 | ||||||||||||||||
| Other income | 223,759 | - | - | 223,759 | ||||||||||||||||
| Total Other Expense, net | (3,137,952 | ) | - | 2,537,253 | (600,699 | ) | ||||||||||||||
| LOSS BEFORE INCOME TAXES | (11,930,847 | ) | - | 2,537,253 | (9,393,594 | ) | ||||||||||||||
| INCOME TAXES | - | - | - | - | ||||||||||||||||
| NET LOSS | $ | (11,930,847 | ) | $ | - | $ | 2,537,253 | $ | (9,393,594 | ) | ||||||||||
| LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | - | - | - | - | ||||||||||||||||
| NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ | (11,930,847 | ) | $ | - | $ | 2,537,253 | $ | (9,393,594 | ) | ||||||||||
| COMPREHENSIVE LOSS: | ||||||||||||||||||||
| NET LOSS | $ | (11,930,847 | ) | $ | - | $ | 2,537,253 | $ | (9,393,594 | ) | ||||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||
| Unrealized foreign currency translation loss | (47,871 | ) | - | - | (47,871 | ) | ||||||||||||||
| COMPREHENSIVE LOSS | (11,978,718 | ) | - | 2,537,253 | (9,441,465 | ) | ||||||||||||||
| LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | - | - | - | - | ||||||||||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ | (11,978,718 | ) | $ | - | $ | 2,537,253 | $ | (9,441,465 | ) | ||||||||||
| NET LOSS PER COMMON SHARE: | ||||||||||||||||||||
| Basic and diluted | $ | (1.28 | ) | $ | (1.01 | ) | ||||||||||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||||||||
| Basic and diluted | 9,328,609 | 9,328,609 | ||||||||||||||||||
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[1] Basis of Pro Forma Presentation
The unaudited pro forma consolidated financial statements have been prepared assuming the purchase is accounted for as equity method investment. For equity method investment, purchase-related transaction costs are not included as a component of consideration given but are accounted for as expenses in the periods in which such costs are incurred. Purchase-related transaction costs include advisory, legal, accounting fee and others.
The unaudited pro forma consolidated financial statements reflect adjustments, based on available information and certain assumptions that Avalon believes are reasonable, attributable to the following:
| · | The purchase of 40% of Laboratory Services MSO, LLC, which will be accounted for as equity method investment; and |
| · | The incurrence of purchase-related expenses. |
The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements are provided for illustrative purposes only and are not intended to represent what Avalon’s financial position or results of operations would have been had the purchase actually been consummated on the assumed dates nor do they purport to project the future operating results or financial position of Avalon following the purchase. The pro forma financial statements do not reflect future events that may occur after the purchase, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, cost savings, or economies of scale that Avalon may achieve with respect to the combined operations. Specifically, the pro forma statements of operations do not include the synergies expected to be achieved as a result of the purchase and any associated costs that may be incurred to achieve the identified synergies. Additionally, Avalon cannot assure that additional charges will not be incurred in excess of those included in the pro forma additional legal, accounting, and advisory fees of $950,000 related to the purchase, Avalon’s efforts to achieve operational synergies, or that management will be successful in its efforts to integrate the operations. The pro forma statement of operations also excludes the effects of costs associated with any restructuring and integration activities that may result from the purchase. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that may impact the results of Avalon following the purchase.
Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated financial statements. In Avalon’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The historical financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give effect to the purchase. These adjustments are directly attributable to the purchase, factually supportable and, with respect to the unaudited pro forma consolidated statements of operations, expected to have a continuing impact on Avalon following the purchase.
[2] Pro Forma Adjustments and Assumptions
Pro Forma Adjustments to the Consolidated Balance Sheet at December 31, 2022:
| a. | Reflects the issuance of 11,000 shares of Avalon series B convertible preferred stock at a stated value of $1,000 per share. A summary of the fair value of the consideration given in the purchase is as follows: |
Preliminary consideration:
| Cash | $ | 9,000,000 | ||
| Value of Avalon series B preferred stock issued to Seller | 11,000,000 | |||
| Payable | 1,000,000 | |||
| Total consideration | $ | 21,000,000 |
The estimated earnout liability amounted to $0 since the minimum thresholds as defined in the agreement are unlikely to be met.
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| b. | Represents the accrual of $950,000 in estimated legal, accounting, and advisory fees that are payable as a result of the purchase of Laboratory Services MSO, LLC, which were not reflected in Avalon’s historical financial statements. |
| c. | Represents Avalon’s share of Laboratory Services MSO, LLC’s net income for the year ended December 31, 2022 as a result of the purchase of 40% of Laboratory Services MSO, LLC, which was not reflected in Avalon’s historical financial statements. |
Pro Forma Adjustments to the Consolidated Statement of Operations and Comprehensive Loss for the Year Ended December 31, 2022:
| a. | Represents Avalon’s share of Laboratory Services MSO, LLC’s net income for the year ended December 31, 2022. |
[3] Unaudited Pro Forma Adjustment Reflects the Following Three Transactions:
Transaction 1:
| Equity method investment | 21,000,000 | ||||
| Advances for equity interest purchase | 9,000,000 | ||||
| Payable | 1,000,000 | ||||
| Series B convertible preferred stock | 11,000,000 | ||||
Transaction 2:
| Accumulated deficit | 950,000 | ||||
| Accrued professional fee | 950,000 |
To accrue $950,000 estimated additional legal, accounting, and advisory fees that are payable as a result of the purchase of Laboratory Services MSO, LLC, which were not reflected in Avalon’s historical financial statements.
Transaction 3:
| Equity method investment | 2,537,253 | ||||
| Income from equity method investment | 2,537,253 |
To reflect 40% of Laboratory Services MSO, LLC’s net income for the year ended December 31, 2022 of $6,343,133.
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