Avalon GloboCare Corp. 8-K

What Happened

• Avalon GloboCare Corp. held its annual meeting of stockholders on June 9, 2026 and filed an 8-K reporting the vote results. A quorum of 4,364,690 common shares was represented.
• Stockholders elected four directors to one‑year terms (to expire at the 2027 annual meeting), ratified M&K CPAS, PLLC as the independent registered public accounting firm for fiscal 2026, approved the Avalon GloboCare 2026 Stock Incentive Plan, approved advisory say‑on‑pay for 2025 compensation, approved issuance of warrants and related shares from the February 27, 2026 private placement, and approved a board authority to effect a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑25.

Key Details

• Total shares represented at the meeting: 4,364,690.
• Directors elected (votes For / Withhold / Broker Non‑Votes):
  • Wenzhao “Daniel” Lu: 1,141,805 For; 359,185 Withhold; 2,863,700 Broker Non‑Votes
  • Lourdes Felix: 1,411,624 For; 89,366 Withhold; 2,863,700 Broker Non‑Votes
  • Steven A. Sanders: 1,435,430 For; 65,560 Withhold; 2,863,700 Broker Non‑Votes
  • Michael Mathews: 1,440,611 For; 60,379 Withhold; 2,863,700 Broker Non‑Votes
• Auditor ratification: M&K CPAS, PLLC ratified with 4,250,597 For, 110,736 Against, 3,357 Abstain.
• Warrants and private placement: stockholders approved (for Nasdaq rule compliance) issuance of Series A‑1 and A‑2 warrants to purchase up to 6,372,550 shares each, plus Placement Agent Warrants to purchase up to 318,628 shares, related to the February 27, 2026 private placement (vote: 925,882 For; 570,691 Against; 4,417 Abstain; 2,863,700 Broker Non‑Votes).
• Reverse stock split authority: approved with 3,605,584 For, 741,154 Against, 17,952 Abstain; Board may file an amendment to effect a reverse split between 1‑for‑2 and 1‑for‑25 (without reducing authorized shares) at any time before June 9, 2027, in the Board’s discretion.

Why It Matters

• The meeting resolved key governance and capital-structure items that affect shareholder dilution and corporate flexibility. Approvals for the 2026 Stock Incentive Plan and the warrants create mechanisms that may increase the number of shares outstanding if awards or warrants are issued/exercised.
• The reverse split authorization gives the Board the unilateral ability (if it chooses) to consolidate shares within the 1‑for‑2 to 1‑for‑25 range before June 9, 2027; investors should watch for future filings disclosing any decision, exact ratio, and effective date.
• Ratification of the auditor and election of directors are routine governance matters; the vote tallies show substantial broker non‑votes on some proposals, which reflects a large block of shares held by brokers or nominees that were not voted on those items.