[8-K] Avalon GloboCare Corp. Reports Material Event

Rhea-AI Filing Summary

Avalon GloboCare Corp. issued 221,000 shares of unregistered common stock to a noteholder upon partial conversions of an outstanding promissory note between July 30, 2025 and August 6, 2025. After these issuances the company reported 3,690,109 shares outstanding as of August 6, 2025. The filing states the shares were not registered under the Securities Act and were offered in reliance on the Section 4(a)(2) exemption.

The disclosure provides the exact share amount and updated share count but contains no details on the promissory note balance converted, the conversion price, or any cash impacts. The information is factual and narrow in scope, limited to the share issuance and the registration exemption relied upon.

Positive

• Issued 221,000 shares to a noteholder upon partial conversion, a clear and specific corporate action disclosed
• Updated outstanding share count: 3,690,109, providing a current capitalization figure

Negative

• Securities were unregistered and offered relying on Section 4(a)(2), so no registration statement was filed for these shares
• Share count increased by approximately 6.4%, representing dilution to existing shareholders
• Filing omits conversion terms (conversion price and amount of principal converted), limiting assessment of financial impact

Insights

Securities Analyst

TL;DR: Company issued 221,000 shares, raising outstanding count to 3,690,109, a roughly 6.4% increase in shares outstanding.

The filing reports a partial conversion of a promissory note into 221,000 shares between July 30, 2025 and August 6, 2025, bringing total outstanding common shares to 3,690,109. Based on those figures, the issuance increases the prior share count by approximately 6.4%, a dilution that is material to share count but not necessarily dispositive for valuation without price or converted principal details. The securities were issued under the Section 4(a)(2) exemption and were unregistered, which is a routine disclosure for private conversions.

Corporate Governance Expert

TL;DR: Partial note conversion created a measurable increase in outstanding shares and was completed via an unregistered issuance.

The filing confirms a non-public issuance of 221,000 shares to a noteholder, increasing outstanding shares to 3,690,109. The company relied on the Section 4(a)(2) exemption, so there is no registration statement for these shares. The disclosure lacks detail on governance approvals, conversion terms, or whether similar conversion rights remain outstanding, limiting assessment of future dilution or contractual obligations. For governance review, those missing details are important but not provided in this filing.

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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): August 6, 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 3.02. Unregistered Sales of Equity Securities.

Between July 30, 2025 and August 6, 2025, Avalon GloboCare Corp., a Delaware corporation (the “Company”), issued an aggregate of 221,000 shares of unregistered common stock to a noteholder upon partial conversions of an outstanding promissory note. After giving effect to such issuances, there were 3,690,109 shares of the Company’s common stock outstanding as of August 6, 2025.

The securities described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.

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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: August 12, 2025	By:	/s/ Luisa Ingargiola
	Name:	Luisa Ingargiola
	Title:	Chief Financial Officer

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FAQ

What did Avalon GloboCare (ALBT) disclose in this 8-K about share issuances?

The company disclosed it issued 221,000 shares of unregistered common stock to a noteholder upon partial conversions of a promissory note between July 30, 2025 and August 6, 2025.

How many Avalon shares were outstanding after the issuance?

After the issuances there were 3,690,109 shares of common stock outstanding as of August 6, 2025.

Were the newly issued shares registered under the Securities Act?

No. The filing states the securities have not been registered under the Securities Act and were offered relying on Section 4(a)(2).

How material is the issuance to ALBT shareholders?

The issuance increased the share count by about 6.4%, which is a measurable dilution; however, the filing does not provide conversion price or principal amounts to assess full financial impact.

Does the filing state whether the conversion reduced the company's debt?

The filing states the shares were issued upon partial conversions of a promissory note, but it does not quantify the reduction in note principal or provide cash impact details.