Avalon GloboCare Announces up to $9.75 Million Private Placement Priced At-the-Market under Nasdaq Rules

Rhea-AI Summary

Avalon GloboCare (NASDAQ: ALBT) entered definitive agreements for a private placement to sell 6,372,550 shares (or pre-funded warrants) and associated Series A-1 and A-2 warrants at $0.51 per share.

The offering is expected to close on or about February 27, 2026, raising approximately $3.25 million in gross proceeds upfront and up to an additional $6.5 million if warrants are fully exercised. Net proceeds will be used to repay certain debt and for working capital.

Positive

• $3.25 million gross proceeds expected at closing
• Potential additional $6.5 million if warrants fully exercised
• Proceeds earmarked for debt repayment and working capital

Negative

• Issuance of 6,372,550 shares plus warrants will dilute existing shareholders
• Warrants exercisable only after stockholder approval, creating execution uncertainty
• Gross proceeds subject to placement agent fees and offering expenses

News Market Reaction – ALBT

+36.70% 497.1x vol

54 alerts

+36.70% Session close to close

+177.1% Peak in 32 hr 15 min

$7.19M Market Cap

497.1x Rel. Volume

In the Feb 27 session, ALBT gained 36.70%, reflecting a significant positive market reaction. Argus tracked a peak move of +177.1% during that session. Our momentum scanner triggered 54 alerts that day, indicating high trading interest and price volatility. Trading volume was exceptionally heavy at 497.1x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +36.7% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +36.7% in the session following this news. A strong positive reaction aligns with the recent AI-focused catalyst that saw ALBT move 114.48%, but this financing introduces new dilution. The private placement issues 6,372,550 shares (or pre-funded warrants) plus matching Series A-1 and A-2 warrants at $0.51, with up to $3.25M upfront and $6.5M potential warrant proceeds. Investors have tended to fade earlier positive news, so terms and execution of this raise could influence how sustainable prior gains proved.

Key Figures

Upfront gross proceeds: $3.25 million Potential warrant proceeds: $6.5 million Shares / pre-funded warrants: 6,372,550 +5 more

8 metrics

Upfront gross proceeds $3.25 million Private placement aggregate gross proceeds before fees

Potential warrant proceeds $6.5 million Additional gross proceeds if all warrants exercised for cash

Shares / pre-funded warrants 6,372,550 Common shares (or pre-funded warrants) to be issued in placement

Series A-1 warrants 6,372,550 Series A-1 warrants to purchase common stock

Series A-2 warrants 6,372,550 Series A-2 warrants to purchase common stock

Purchase / exercise price $0.51 per share Per-share price for stock and warrant exercise

Series A-1 term 5 years Expiration from date of stockholder approval

Series A-2 term 18 months Expiration from date of stockholder approval

Historical Context

5 past events · Latest: Feb 26 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 26	AI program acceptance	Positive	+114.5%	Subsidiary accepted into AMD AI Developer Program with cloud and tools access.
Feb 18	AI patent filing	Positive	-16.1%	Filed U.S. provisional patent for audience-adaptive AI video platform.
Feb 02	Debt conversion	Positive	-6.9%	Converted majority of $2.8M debentures to equity, reducing overhang.
Jan 22	AI patent filing	Positive	+1.6%	Filed U.S. provisional patent for compliance-focused automated video commentary.
Jan 20	Product and launch	Positive	-6.0%	FDA registration renewal for KetoAir™ and planned B2B/B2C launch via Catch-Up™.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has mostly been positive, but price reactions were often negative or muted, with only the latest AMD AI program news showing a very strong upside move.

Recent Company History

Over recent months, Avalon GloboCare reported several AI-related developments and balance sheet changes. On Feb 26, 2026, acceptance into the AMD AI Developer Program coincided with a 114.48% move. Earlier AI patent filings on Feb 18, 2026 and Jan 16, 2026 had mixed to modest price impacts. A $2.6M debenture conversion announced on Feb 2, 2026 and the KetoAir™ FDA registration renewal on Jan 20, 2026 both saw negative next-day moves, suggesting investors often faded prior positive updates.

Key Terms

private placement, pre-funded warrants, warrants, section 4(a)(2), +4 more

8 terms

private placement financial

"at a purchase price of $0.51 per share ... in a private placement priced at-the-market"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"6,372,550 shares of its common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"Series A-1 warrants to purchase up to an aggregate of 6,372,550 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investors financial

"The securities were offered only to accredited investors."

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

nasdaq rules regulatory

"private placement priced at-the-market under Nasdaq rules."

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$3.25 Million Upfront With up to Approximately $6.5 Million of Potential Aggregate Proceeds Upon the Exercise in Full of Warrants

FREEHOLD, N.J., Feb. 26, 2026 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a diversified company focused on the development of precision diagnostic consumer products and generative AI publishing and software, today announced that it has entered into definitive agreements for the issuance and sale of 6,372,550 shares of its common stock (or pre-funded warrants in lieu thereof), Series A-1 warrants to purchase up to an aggregate of 6,372,550 shares of common stock and Series A-2 warrants to purchase up to an aggregate of 6,372,550 shares of common stock, at a purchase price of $0.51 per share (or pre-funded warrant in lieu thereof) and associated warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $0.51 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants. The Series A-1 warrants will expire five years from the date of stockholder approval and the Series A-2 warrants will expire eighteen months from the date of stockholder approval.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $3.25 million, before deducting placement agent fees and other offering expenses. The offering is expected to close on or about February 27, 2026, subject to the satisfaction of customary closing conditions. The potential additional gross proceeds to the Company from the warrants, if fully-exercised on a cash basis, will be approximately $6.5 million. No assurance can be given that any of such warrants will become exercisable or will be exercised. The Company intends to use the net proceeds from the offering for the repayment of certain outstanding debt and for working capital and general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Avalon GloboCare Corp.

Avalon GloboCare Corp. (NASDAQ: ALBT) is a technology-focused company developing and acquiring innovative artificial intelligence platforms. Through its AI-driven subsidiary, Avalon Quantum AI LLC, the Company is advancing next-generation AI systems, including automated video generation, enterprise documentation, and workflow automation solutions. Avalon is also expanding its intellectual property portfolio in cellular therapy and generative AI publishing and software. In addition, Avalon is marketing the KetoAir™ breathalyzer device, which is registered with the U.S. Food and Drug Administration as a Class I medical device, and plans to pursue additional diagnostic applications for the technology.

For more information about Avalon, please visit www.avalon-globocare.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”, “anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, including statements regarding the completion of the offering, satisfaction of the closing conditions and use of proceeds therefrom, the receipt of stockholder approval for the warrants and the exercise of the warrants prior to their expiration. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings with the SEC, accessible through the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. The Company disclaims any obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not incorporated by reference herein.

Contact Information:
Avalon GloboCare Corp.
4400 Route 9 South, Suite 3100
Freehold, NJ 07728
PR@Avalon-GloboCare.com

Investor Relations:
Crescendo Communications, LLC
Tel: (212) 671-1020 Ext. 304
albt@crescendo-ir.com

FAQ

What did Avalon GloboCare (ALBT) announce on February 27, 2026 about its private placement?

Avalon announced a private placement to sell 6,372,550 shares and associated warrants at $0.51 per share. According to the company, the offering is expected to close on or about February 27, 2026 and to raise approximately $3.25 million in gross proceeds upfront.

How much immediate and potential funding will ALBT raise from the February 2026 offering?

ALBT expects approximately $3.25 million in gross proceeds at closing and up to $6.5 million more if warrants are fully exercised. According to the company, the $6.5 million is potential additional cash upon full warrant exercise by holders.

What are the warrant terms in Avalon GloboCare's (ALBT) February 2026 financing?

Warrants have an exercise price of $0.51 and two series: A-1 (five-year term) and A-2 (eighteen-month term). According to the company, warrants become exercisable after stockholder approval of the issuance upon exercise.

How will Avalon GloboCare (ALBT) use the net proceeds from the private placement?

The company intends to use net proceeds to repay certain outstanding debt and for working capital and general corporate purposes. According to the company, debt repayment is an explicit stated use of funds from the offering.

When will the warrants in ALBT's offering become exercisable and are they guaranteed to be exercised?

Warrants will be exercisable beginning on the effective date of stockholder approval, but there is no assurance they will be exercised. According to the company, warrant exercisability and actual exercise are contingent and not guaranteed.

Who is the placement agent and what costs reduce Avalon GloboCare's (ALBT) net proceeds?

H.C. Wainwright & Co. is the exclusive placement agent, and placement agent fees plus offering expenses will reduce net proceeds. According to the company, gross proceeds of $3.25 million are before these fees and expenses.