Avalon Globocare (NASDAQ: ALBT) wins approval for reverse split and share issuances

Rhea-AI Filing Summary

Avalon Globocare Corp. stockholders approved seven proposals at a special meeting where 2,498,866 common shares were represented, constituting a quorum. Approvals covered share issuances tied to July 2025 convertible notes, a December 2025 bridge note with 100,000 commitment shares, and conversion of Series C Convertible Preferred Stock.

Stockholders also approved exchanging 5,000 shares of Series D Convertible Preferred Stock held by the board chairman for 2,074,689 common shares, issuing 450,000 restricted common shares under a consulting agreement, and granting the board authority to implement a reverse stock split between 1-for-2 and 1-for-25 without reducing authorized shares. Adjournment authority, if needed, was also approved.

Insights

Equity Structure & Governance Analyst

Avalon shareholders cleared multiple equity and governance proposals, including reverse split authority.

Stockholders of Avalon Globocare approved several proposals that reshape its capital structure. These include share issuances linked to July 2025 convertible notes, a December 2025 bridge note with 100,000 commitment shares, and conversion of Series C Convertible Preferred Stock.

They also approved an exchange of 5,000 shares of Series D Convertible Preferred Stock held by the board chairman for 2,074,689 common shares, plus 450,000 restricted shares under a consulting agreement. A key vote authorized the board to implement a reverse stock split at ratios between 1-for-2 and 1-for-25, without changing authorized shares, and granted flexibility to adjourn the meeting to gather additional proxies if needed.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 2,498,866 shares Series D exchange ratio: 5,000 preferred for 2,074,689 common Advisor restricted shares: 450,000 shares +5 more

8 metrics

Shares represented at meeting 2,498,866 shares Common stock represented to constitute a quorum at the special meeting

Series D exchange ratio 5,000 preferred for 2,074,689 common Exchange Proposal involving Series D Convertible Preferred Stock held by the chairman

Advisor restricted shares 450,000 shares Restricted common stock to be issued under the consulting agreement

Commitment shares 100,000 shares Common stock to be issued as a commitment fee under December 2025 note

Reverse split range 1-for-2 to 1-for-25 Authorized ratio range for potential reverse stock split of issued common stock

Reverse split ‘For’ votes 2,325,637 votes Votes cast in favor of the Reverse Stock Split Proposal

Adjournment ‘For’ votes 2,334,191 votes Votes cast in favor of the Adjournment Proposal

July 2025 note conversion ‘For’ votes 1,006,251 votes Votes cast in favor of the July 2025 Note Conversion Proposal

Key Terms

Nasdaq Listing Rule 5635(d), Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, reverse split, +2 more

6 terms

Nasdaq Listing Rule 5635(d) regulatory

"Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion..."

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Series C Convertible Preferred Stock financial

"the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Series D Convertible Preferred Stock financial

"to exchange 5,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), held by Mr. Lu"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

reverse split financial

"to effect a reverse split of the Company’s issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-25"

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

broker non-votes regulatory

"For 1,006,251 | | 9,597 | | 414 | | 1,482,604 Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Exchange Agreement financial

"the transactions (the “Exchange Transaction”) contemplated by that certain Exchange Agreement (the “Exchange Agreement”) dated February 18, 2026"

Understanding 8-K Material Events →

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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) March 30, 2026

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 No.)

4400 Route 9 South, Suite 3100, Freehold, NJ 07728

(Address of principal executive offices, including ZIP code)

(732) 780-4400

(Registrant’s telephone number, including area code)

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:

☐ 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, $0.0001 par value		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

On March 30, 2026, Avalon Globocare Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) for the purpose of holding a stockholder vote on Proposals 1, 2, 3, 4, 5, 6, and 7 set forth below. A total of 2,498,866 shares of the Company’s common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting.

At the Special Meeting, the Company’s stockholders:

1.	Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion of convertible promissory notes (the “July 2025 Convertible Notes”) issued to certain accredited investors on July 3, 2025 (the “July 2025 Note Conversion Proposal”);
2.	Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), (i) the issuance of shares of the Company’s common stock issuable upon conversion of an unsecured bridge note (the “December 2025 Note”) issued to an accredited investor on December 11, 2025 and (ii) the issuance of 100,000 shares (the “Commitment Shares”) of the Company’s common stock to be issued as a commitment fee (the “December 2025 Note Proposal”);
3.	Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) (the “Series C Preferred Stock Conversion Proposal”);
4.	Approved, for the purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the closing of the transactions (the “Exchange Transaction”) contemplated by that certain Exchange Agreement (the “Exchange Agreement”) dated February 18, 2026 by and between the Company and Wenzhao Lu, the Chairman of the Company’s board of directors, pursuant to which the Company has agreed, subject to stockholder approval, to exchange 5,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), held by Mr. Lu for 2,074,689 shares of the Company’s common stock (the “Exchange Proposal”);

5.	Approved, for the purposes of complying with Nasdaq Listing Rule 5636(c), the issuance of 450,000 shares of the Company’s restricted common stock pursuant to that certain consulting agreement dated as of December 1, 2025, as amended on February 16, 2026 (as amended, the “Consulting Agreement”) by and between the Company and a consultant (the “Advisor”) for certain advisory services (the “Advisor Shares Proposal”);
6.	Approved a proposal to give the Company’s board of directors (the “Board”) the authority, at its discretion, to file a certificate of amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to effect a reverse split of the Company’s issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-25, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the Board in its discretion and to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the Certificate of Amendment and before March 30, 2028, without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”); and
7.	Approved the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals (the “Adjournment Proposal”).

-1-

The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 2, 2026, are as follows:

Proposal 1. At the Special Meeting, the stockholders approved the July 2025 Note Conversion Proposal. The result of the votes to approve the July 2025 Note Conversion Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
1,006,251		9,597		414		1,482,604

Proposal 2. At the Special Meeting, the stockholders approved the December 2025 Note Proposal. The result of the votes to approve the December 2025 Note Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
1,006,140		9,673		449		1,482,604

Proposal 3. At the Special Meeting, the stockholders approved the Series C Preferred Stock Conversion Proposal. The result of the votes to approve the Series C Preferred Stock Conversion Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
1,006,103		9,745		414		1,482,604

Proposal 4. At the Special Meeting, the stockholders approved the Exchange Proposal. The result of the votes to approve the Exchange Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
1,005,540		10,308		414		1,482,604

Proposal 5. At the Special Meeting, the stockholders approved the Advisor Shares Proposal. The result of the votes to approve the Advisor Shares Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
1,006,139		9,682		441		1,482,604

Proposal 6. At the Special Meeting, the stockholders approved the Reverse Stock Split Proposal. The result of the votes to approve the Reverse Stock Split Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
2,325,637		141,069		32,160		0

Proposal 7. At the Special Meeting, the stockholders approved the Adjournment Proposal. The result of the votes to approve the Adjournment Proposal was as follows:

For		Against		Abstain		Broker Non-Votes
2,334,191		132,165		32,510		0

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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.

Date: March 30, 2026	AVALON GLOBOCARE CORP.
	/s/ Luisa Ingargiola
	Luisa Ingargiola
	Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB