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

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) entered a July 22 2025 Securities Purchase Agreement to raise $4.3 million gross through a private placement of (i) 269,459 Class A ordinary shares, (ii) 541,706 pre-funded warrants (exercise $0.0035), (iii) 1,622,330 warrants at $4.926, and (iv) 811,165 warrants at $9.852. All warrants are immediately exercisable for three years and subject to a 4.99% (optionally 9.99%) beneficial-ownership cap.

Use of proceeds: mandatory full repayment of outstanding Senior Convertible Notes dated Jan 10 2025 and Mar 3 2025; any excess for working capital and fees. Company must file an SEC resale registration within 15 days and keep it effective while securities remain restricted.

Concurrently, the company executed Redemption Agreements cancelling the now-converted 2025 Notes (redemption price $0) and exchanging prior 2025 warrants for 294,658 new warrants expiring Jan 10 2028 / Mar 3 2028, also capped at 4.99% ownership. Note investors waived antidilution, participation and change-of-control rights, and accepted a "most-favored-nations" clause.

Key implications: cash infusion retires debt and removes restrictive note covenants, but authorizes up to ~3.5 million additional shares, creating dilution and warrant overhang. Transaction conducted under Section 4(a)(2)/Rule 506(b) exemptions.

Positive

• Debt elimination: Proceeds earmarked to redeem 2025 Senior Convertible Notes, removing interest and maturity risk.
• Waivers obtained: Noteholders waived antidilution and participation rights, simplifying future capital raises.
• Clean capital stack: Prior warrants canceled and replaced with fixed-term instruments, reducing complex reset features.

Negative

• Significant dilution: Up to ~3.5 million new shares (≈30% of float) may be issued at low or no cost.
• Warrant overhang: Three-year market-price and 200% warrants could cap upside until exercised or expire.
• Additional costs: Company must fund registration statement and ongoing SEC maintenance.
• Small proceeds vs dilution: $4.3 m cash inflow modest relative to equity issued, suggesting high cost of capital.

Insights

Equity Research Analyst

TL;DR: Raises cash to retire notes—balance sheet cleaner, but dilution sizable.

The $4.3 m placement extinguishes 2025 convertible notes, removing near-term debt pressure and waiver of onerous antidilution clauses. Cash need appears modest versus total potential dilution of ~3.5 m shares (≈30% of current 11.5 m O/S). Pre-funded warrants priced at par virtually guarantee issuance, while higher-strike warrants ($4.926 / $9.852) add optional upside but overhang. Mandatory registration within 90 days adds cost yet improves liquidity. Overall, transaction is impactful: it de-risks the capital structure but transfers risk to shareholders via dilution.

Corporate Governance & Dilution Specialist

TL;DR: Noteholder concessions good, but shareholder dilution risk high.

Waiver of participation and antidilution rights plus cancellation of prior warrants limits future price resets and litigation risk. "Most-favored-nations" clause ensures parity among investors, reducing governance friction. Nevertheless, issuing securities equal to roughly a third of float at minimal cost shifts value from existing holders; pre-funded warrants behave like shares today. Dilution may pressure share price until market absorbs supply. Net impact skews negative for minority investors despite reduced leverage.

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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): July 21, 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 1.01. Entry into a Material Definitive Agreement.

On July 21, 2025, Avalon GloboCare Corp., a Delaware corporation (the “Company”) entered into entered into that certain securities purchase agreement (the “Securities Purchase Agreement”), with an accredited investor, Mast Hill Fund, L.P. (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, upon the terms and conditions set forth in the Securities Purchase Agreement, 300 shares of Series C Convertible Preferred Stock for up to an aggregate of $300,000 (the “Purchase Price”), which is equal to $1,000 per share. The Company will receive net proceeds of $290,000 at the closing after deducting offering expenses. The Company shall not be required to issue any of the Company’s common stock upon conversion of the Series C Convertible Preferred Stock until the shareholder approval for such issuance is obtained by the Company. The foregoing description of the terms of the Securities Purchase Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the copy of the Securities Purchase Agreement filed hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference.

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.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement by and between the Company and Investor, dated as of July 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: July 23, 2025	By:	/s/ Luisa Ingargiola
	Name:	Luisa Ingargiola
	Title:	Chief Financial Officer

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FAQ

How much capital is Fusion Fuel Green (HTOO) raising in the July 2025 private placement?

The company will receive $4.3 million gross proceeds from the sale of shares and warrants.

What will HTOO do with the $4.3 million proceeds?

Funds are mandated to fully redeem the January 10 2025 and March 3 2025 Senior Convertible Notes; any remainder goes to working capital and fees.

How many new shares could be issued from this transaction?

Including shares and all July 2025 warrants, up to approximately 3.24 million shares, plus 294,658 New 2025 Warrants, may be issued.

What are the exercise prices and terms of the new warrants?

Market-Price Warrants: $4.926; 200% Warrants: $9.852; both exercisable immediately for three years. Pre-funded warrants are priced at $0.0035 and have no expiry.

When must Fusion Fuel Green file the resale registration statement?

A registration statement covering resale of the shares and warrant shares must be filed within 15 days of closing and declared effective within 90 days.