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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):
February 24, 2026
AVALON GLOBOCARE CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38728 |
|
47-1685128 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
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 February 26, 2026,
Avalon GloboCare Corp. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”)
with certain institutional investors (“the “Purchasers”) for the issuance and sale in a private placement (the
“Private Placement”) of (i) 490,197 shares (the “Shares”) of the Company’s common stock, par value
$0.0001 per shares (“Common Stock”) at a purchase price of $0.51 per Share; (ii) pre-funded warrants (the “Pre-Funded
Warrants”) at a purchase price of 0.5099 per Pre-Funded Warrant to purchase up to an aggregate of 5,882,353 shares of Common Stock
(the “Pre-Funded Warrant Shares”); (iii) Series A-1 warrants to purchase up to 6,372,550 shares of Common Stock (the
“Series A-1 Warrants,” and the shares issuable upon exercise thereof, the “Series A-1 Warrant Shares”)
and (iv) Series A-2 warrants to purchase up to 6,372,550 shares of Common Stock (the “Series A-2 Warrants,” together
with the Series A-1 Warrants, the “Warrants”) and the shares issuable upon exercise thereof, the “Series A-2
Warrant Shares,” together with the Series A-1 Warrant Shares, the “Warrant Shares”). The Shares, the Pre-Funded
Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”
Each Warrant has an exercise
price of $0.51 per share. The Warrants are not exercisable until the Stockholders of the Company approve the issuance of the Warrants
and the Warrant Shares upon the exercise thereof (the “Stockholder Approval”). The Series A-1 Warrants will expire
five (5) years following the date of Stockholder Approval. The Series A-2 Warrants will expire eighteen (18) months following the date
of Stockholder Approval. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than
4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either
the Series A-1 Common Warrants or the Series A-2 Common Warrants to a percentage not in excess of 9.99%, except that any such increase
shall require at least 61 days’ prior notice to the Company.
The Prefunded Warrants
are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all
of the Prefunded Warrants are exercised in full. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser
would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage
with respect to Prefunded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’
prior notice to the Company.
As compensation to
H.C. Wainwright & Co., LLC as the exclusive placement agent in connection with the Private Placement (the “Placement
Agent”), the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Private
Placement, plus a management fee equal to 1.0% of the gross proceeds raised in the Private Placement and reimbursement of certain
expenses and legal fees. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent
Warrants”) to purchase up to 5.0% of the aggregate number of shares of Common Stock placed in the Offering, equating to
318,628 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have
substantially the same terms as the Series A-1 Warrants, except that the Placement Agent Warrants have an exercise price equal to
$0.6375 per share.
The Engagement Letter
and the Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions.
In connection with the
Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),
dated as of February 26, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with
the Securities and Exchange Commission (the “SEC”) registering the resale of Shares and the shares of Common Stock
underlying the Pre-Funded Warrants and the Common Warrants no later than 45 days after the date of the Registration Rights Agreement,
and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no
later than 75 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement
in the event of a “full review” by the Securities and Exchange Commission).
The Private Placement
closed on February 27, 2026. The net proceeds to the Company from the Private Placement are expected to be approximately $2.8 million,
after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the
net proceeds received from the Private Placement for continuing operating expenses and working capital.
Roth Capital Partners acted as our financial advisor for the Private
Placement for which we paid them a cash fee of $75,000.
The foregoing descriptions
of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Series A-1 Warrants, the Series A-2 Warrants, the Placement
Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text
of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A-1 Warrant, the form the Series A-2
Warrant, the form of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits
10.1, 4.1, 4.2, 4.3, 4.4 and 10.2, respectively.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Shares; (ii) the Pre-Funded Warrants, the
Warrants and the Placement Agent Warrants, (iii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, (iv) the
shares of the Company’s common stock issuable upon exercise of the Warrants, and (v) the shares of Common Stock issuable upon exercise
of the Placement Agent Warrants, is incorporated herein by reference. Neither the issuance of the Shares, Pre-Funded Warrants, the Warrants,
the Placement Agent Warrants or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities
Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Shares, the Pre-Funded
Warrants, the Warrants and the Placement Agent Warrants were and the shares of Common Stock issuable upon the exercise thereof will be
issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated
thereunder. The Company intends to use the net proceeds from the Private Placement for the repayment of certain outstanding debt and for
working capital and general corporate purposes.
On each of February 19,
2026, February 24, 2026 and February 26, 2026, the Company issued 287,411, 230,739 and 231,850 shares of its common stock, respectively
upon exercise of existing warrants on a net-exercise basis. The February 24, 2026 issuance of warrant exercise shares triggered the disclosure
requirement under this Item 3.02. No proceeds were received upon exercise. These shares were issued pursuant to the exemption from registration
provided by Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On February 26, 2026,
the Company issued a press release announcing the pricing of the Private Placement. A copy this press release is furnished and is incorporated
herein by reference.
On February 27, 2026,
the Company issued a press release announcing the closing of the Private Placement. A copy this press release is furnished and is incorporated
herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Prefunded Warrant |
| 4.2 |
|
Form of Series A-1 Common Warrant |
| 4.3 |
|
Form of Series A-2 Common Warrant |
| 4.4 |
|
Form of Placement Agent Warrant |
| 10.1* |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Pricing Press Release dated February 26, 2026 |
| 99.2 |
|
Closing Press Release dated February 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request. |
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: March 2, 2026 |
By: |
/s/ Luisa Ingargiola |
| |
Name: |
Luisa Ingargiola |
| |
Title: |
Chief Financial Officer |
3
Exhibit 99.1
Avalon GloboCare Announces up to $9.75 Million
Private Placement Priced At-the-Market under Nasdaq Rules
$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 -- 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
Exhibit 99.2
Avalon GloboCare Announces Closing of up to
$9.75 Million Private Placement Priced At-the-Market under Nasdaq Rules
$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. 27, 2026 -- 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 the closing of its previously announced
private placement priced at-the-market under Nasdaq rules 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. The warrants 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. acted as the
exclusive placement agent for the offering. Roth Capital Partners acted as financial advisor to the Company.
The aggregate gross proceeds to the Company from
the offering were approximately $3.25 million, before deducting placement agent fees and other offering expenses. 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 use of proceeds from the offering, 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
