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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 18, 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.
Amended and Restated Membership Interest
Purchase Agreement
As previously reported, on November 17, 2023,
Avalon Globocare Corp., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the
“MIPA”) with Wenzhao Lu (the “Purchaser”), the Chairman of the Company’s Board of Directors, pursuant to
which (i) the Purchaser acquired from the Company 30% of the total outstanding membership interests of Avalon RT 9 Properties, LLC, a
wholly owned subsidiary of the Company (“Avalon RT9”) for a cash purchase price of $3,000,000 (the “Acquisition”),
and (ii) for a period of twelve months following the closing of the Acquisition, the Purchaser shall have the option to purchase from
the Company up to an additional 70% of the outstanding membership interests of Avalon RT9 for a purchase price of up to $7,000,000. Avalon
RT9 is the owner of real property located at 4400 Route 9 South, Freehold, New Jersey 07728 (the “Property”), where the Company
maintains its principal office space.
To date, the Purchaser has advanced to the Company,
in cash, the sum of $3,100,000 (the “Cash Consideration”) towards the purchase price under the MIPA.
On February 18, 2026, the Company and the Purchaser
entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), pursuant to which the Company
sold to the Purchaser 100% of the membership interests of Avalon RT9 for (i) the Cash Consideration and (ii) the satisfaction, in full,
of an approximately $5,900,000 balance due on an existing mortgage financing. This represents a total amended aggregated purchase price
of $9,000,000. As a result of the closing of this transaction, the Company has been relieved of all obligations as a guarantor on the
mortgage that was associated with the property owned by Avalon RT9.
The foregoing descriptions of the Amended MIPA
is qualified in its entirety by reference to the full text of the Amended MIPA which is filed as Exhibit 2.1 hereto.
Amendment to Unsecured Bridge Note
On February 15, 2026, the Company entered into
Amendment #2 (the “Note Amendment”) to unsecured bridge note dated December 11, 2025 in the original principal amount of $375,000
(the “Note”). The Note Amendment extended the time periods under the Note for the first payment deadline, the second payment
deadline and third payment deadline as follows: (i) the first payment deadline under this Note Amendment is extended to March 16, 2026
from February 15, 2026; the second payment deadline under the Note Amendment is extended to April 15, 2026 from March 15, 2026 and (iii)
the third payment deadline under the Note Amendment is extended to May 15, 2026 from April 15, 2026.
The foregoing description of the Note Amendment
qualified in its entirety by reference to the full text of the Note Amendment, which are filed as Exhibits 4.1 hereto.
Item 2.01. Completion of Acquisition
or Disposition of Assets.
The information
set forth in the “Item 1.01 Entry into a Material Definitive Agreement” above is incorporated into this Item 2.01 by reference.
The closing of the Amended MIPA was completed on February 18, 2026.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
In accordance with Item 9(b)(2) of Form 8-K,
we will file such financial statements by amendment as soon as possible, but not later than May 4, 2026.
(d) Exhibits
| Exhibit |
|
Description |
| 2.1* |
|
Amended and Restated Membership Interest Purchase Agreement, dated February 18, 2026, between Avalon Globocare Corp. and Wenzhao Lu |
| 4.1 |
|
Amendment to Unsecured Bridge Note dated December 11, 2025 |
| 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: February 19, 2026 |
By: |
/s/ Luisa Ingargiola |
| |
Name: |
Luisa Ingargiola |
| |
Title: |
Chief Financial Officer |
