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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 23, 2025
AVALON GLOBOCARE CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38728 |
|
47-1685128 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
4400 Route 9 South, Suite 3100,
Freehold, NJ
07728
(Address of principal executive offices)
(732) 780-4400
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2.)
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
ALBT |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On June 23, 2025, Avalon
GloboCare Corp., a Delaware corporation (the “Company”) entered into a definitive agreement (the “Agreement”),
with Q&A Distribution, LLC (“Q&A”), a wholly-owned subsidiary of the Company, and Qi Diagnostics Limited (“Qi
Diagnostics”, and collectively with the Company and Q&A, the “Parties”), pursuant to which the Parties agreed to
co-develop a volatile organic compound breathalyzer for screening and detecting Δ9-tetrahydrocannabinol (THC) (the “Project”).
There are four milestones under the Agreement, consisting of (1) data collection and analysis, software development, and drafting of prototype
design, (2) completion of prototype design and sourcing of components, (3) prototype production, testing, and intellectual property filings,
and (4) human testing. With respect to the first milestone payments, Q&A shall pay to Qi Diagnostics (i) $35,000 within 5 business
days of the execution of the Agreement, (ii) $30,000 within 30 days of execution of the Agreement, and (iii) $30,000 within 60 days of
execution of the Agreement (collectively, the “First Milestone Payments”). With respect to the second milestone payments,
Q&A shall pay to Qi Diagnostics (i) $90,000 during the first week after the first milestone is completed and (ii) $90,000 during the
seventh week after the first milestone is completed (collectively, the “Second Milestone Payments”). With respect to the third
milestone payments, Q&A shall pay to Qi Diagnostics (i) $150,000 during the first week after the second milestone is completed and
(ii) $150,000 during the nineth week after the second milestone is completed (collectively, the “Third Milestone Payments”).
With respect to the fourth milestone payments, Q&A shall pay to Qi Diagnostics (i) $200,000 during the first week after the third
milestone is completed and (ii) $200,000 during the thirteenth week after the third milestone is completed (collectively, the “Fourth
Milestone Payments”). Qi Diagnostics is required to use the First Milestone Payments, Second Milestone Payments, Third Milestone
Payments, and Fourth Milestone Payments (collectively, the “Total Milestone Payments”) in furtherance of the Project. The
Parties have agreed that Qi Diagnostics shall retain control over the intellectual property developed under the Agreement (the “Intellectual
Property”). Q&A shall have the right to a (i) passive financial interest in 6% of the Intellectual Property rights once the
first milestone is completed and the First Milestone Payments have been made, (ii) additional passive financial interest in 9% of the
Intellectual Property rights once the second milestone is completed and the Second Milestone Payments have been made, (iii) additional
passive financial interest in 15% of the Intellectual Property rights once the third milestone is completed and the Third Milestone Payments
have been made, and (iv) additional passive financial interest in 20% of the Intellectual Property rights once the fourth milestone is
completed and the Fourth Milestone Payments have been made. If all four of the milestones are completed and the Total Milestone Payments
are made, then Q&A shall have the right to a passive financial interest in 50% of the Intellectual Property rights. The Parties agreed
that certain confidential information obtained under the Agreement shall remain confidential to the Parties. Each of the Parties may terminate
the Agreement for any reason in its sole discretion by providing written notice to the other Parties at least thirty calendar days prior
to the termination date, provided, however, that all passive financial interest in the Intellectual Property rights earned by Q&A
prior to the termination of the Agreement shall survive the termination.
The foregoing description
of the terms of the Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety
by reference to the copy of the Agreement, filed hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein
by reference.
Item
7.01. Regulation FD Disclosure.
On
June 26, 2025, the Company issued a press release announcing that the Company entered into
a definitive agreement for the proposed co-development of a breathalyzer that is capable of detecting cannabis.
The
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission
as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements
of Regulation FD.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Definitive Agreement by and between the Company, Q&A, and Qi Diagnostics dated June 23, 2025 |
| 99.1 |
|
Press release of the Company dated June 26, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 26, 2025 |
By: |
/s/ Luisa Ingargiola |
| |
Name: |
Luisa Ingargiola |
| |
Title: |
Chief Financial Officer |
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