Avalon GloboCare files 8-K on KetoAir device distribution pact

Rhea-AI Filing Summary

Avalon GloboCare Corp. (Nasdaq: ALBT) filed a Form 8-K dated 28 Jul 2025 to disclose that its wholly-owned subsidiary, Q&A Distribution, LLC, has entered a distribution agreement with Saga Health Corporation for the KetoAir™ breathalyzer device. The filing is made under Item 7.01 (Reg FD) and includes the related press release as Exhibit 99.1.

No financial terms, volume commitments or revenue projections were provided. Management expressly states the information is furnished, not filed, thereby avoiding automatic incorporation into other SEC documents. While the agreement could broaden ALBT’s presence in the metabolic health diagnostics market, investors have insufficient data to quantify potential sales or profitability impact. No other material events, financial statements, or pro-forma data accompany this report.

Positive

• Strategic expansion: Agreement introduces ALBT to the metabolic health diagnostics segment, diversifying revenue sources beyond its current portfolio.
• Low regulatory risk in filing: Disclosure under Item 7.01 avoids creating liabilities under Section 18, indicating prudent compliance management.

Negative

• No financial metrics disclosed: Lack of deal terms, sales forecasts, or margin guidance gives investors little basis for valuation adjustment.
• Materiality uncertain: Management’s decision to furnish rather than file suggests the agreement may not yet meet materiality thresholds.

Insights

Financial Analyst

TL;DR: New distribution accord broadens product lineup, but absent economics limit immediate valuation impact.

The agreement with Saga Health positions ALBT to commercialize KetoAir, a non-invasive ketosis breath test, potentially tapping the growing ketogenic weight-management market. However, the 8-K omits pricing, exclusivity scope, or minimum purchase obligations, preventing cash-flow modeling. Because the disclosure is furnished under Reg FD, management signals the deal may not yet be material. I view this as a strategic but moderately impactful announcement pending revenue evidence.

Medical Device Industry Specialist

TL;DR: Entry into metabolic diagnostics is directionally positive, but competitive hurdles remain.

KetoAir competes with established blood ketone meters and emerging smartphone-linked breath sensors. Success will hinge on clinical accuracy claims, regulatory clearances, and marketing muscle provided by Saga Health. ALBT gains portfolio diversification, yet without exclusivity or market-share data, it is premature to label the deal transformative. I classify the news as neutral to slightly positive for sector positioning.

false 0001630212 DE 0001630212 2025-07-28 2025-07-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 28, 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 7.01. Regulation FD Disclosure.

On July 28, 2025, the Company issued a press release announcing that the Company’s subsidiary, Q&A Distribution, LLC, entered into a distribution agreement with Saga Health Corporation for the KetoAir™ breathalyzer device.

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
99.1		Press release of the Company dated July 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: July 28, 2025	By:	/s/ Luisa Ingargiola
	Name:	Luisa Ingargiola
	Title:	Chief Financial Officer

2

FAQ

What did Avalon GloboCare (ALBT) announce in its 8-K?

ALBT said its subsidiary signed a distribution agreement with Saga Health for the KetoAir™ breathalyzer device.

Does the 8-K include financial terms of the Saga Health deal?

No. The filing does not disclose pricing, revenue expectations, or purchase commitments.

Why is the information furnished under Regulation FD Item 7.01?

Furnishing under Item 7.01 indicates the company does not deem the information "filed," limiting potential liability and signaling uncertain materiality.

Where can I find more details about the KetoAir agreement?

The full press release is attached as Exhibit 99.1 to the 8-K filing.

Will the KetoAir distribution deal impact ALBT’s near-term earnings?

Impact is unclear; the company provided no earnings guidance or revenue estimates associated with the agreement.