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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 11, 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 12, 2026,
Avalon GoboCare Corp. (the “Company”) entered into a Securities Purchase Agreements dated February 11, 2026 (the “Purchase
Agreement”) with Vanquish Funding Group, Inc. (the “Lender”), a Virginia corporation, under which it issued a promissory
note dated February 11, 2026 on February 12, 2026 in the principal amount of $233,910, for a purchase price of $207,000, reflecting an
original issue discount of $26,910 (the “Note”). The Note carries a one-time interest charge of 12% and is repayable in seven
monthly payments beginning August 15, 2026 in the amount of $144,099 and for the next 6 months thereafter in the amount of $19,648.50.
The Note matures on February 15, 2027.
Upon the occurrence and
during the continuation of any Event of Default (as defined in the Note), the Note shall become immediately due and payable and we are
required to pay Lender, in full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”)
times the sum of (w) the then outstanding principal amount of the notes plus (x) accrued and unpaid interest on the unpaid principal amount
of the notes to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any
amounts owed to the Lender pursuant to Article IV of the notes (the then outstanding principal amount of the notes to the date of payment
plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other
amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are
expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Lender shall
be entitled to exercise all other rights and remedies available at law or in equity.
Following an Event of
Default, the Note becomes convertible into shares of our common stock at the then existing conversion price (the “Note Conversion
Price”). The Note Conversion Price is 75% multiplied by the Market Price (as set forth below) representing a discount rate of 25%.
“Market Price” means the lowest trading price for our common stock during the ten (10) trading day period ending on the latest
complete trading day prior to the conversion date. The Note includes customary default provisions, including non-payment, failure to deliver
shares upon conversion, and cessation of operations.
The Note contains a conversion
limitation whereby the Company shall not issue a number of shares of its common stock under this Note, which when aggregated with all
other securities that are required to be aggregated for purposes of Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding
as of the date of the Purchase Agreement. The Company intends to use the proceeds of the Note for general working capital purposes. This
transaction with Lender closed on February 17, 2026
The foregoing descriptions
of the Purchase Agreement and the Note are qualified in their entirety by reference to the full text of the Purchase Agreement and the
Note, which are filed as Exhibits 10.1, and 4.1 hereto.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
in Item 1.01 of this Current Report on Form 8-K related to the issuance of the Note 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 related to the issuance of the Note is incorporated herein by reference. The Company issued
the Note described under Item 1.01 above in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933,a s amended and Rule 506 of Regulation D thereunder. The Company paid Digital Offering LLC a cash fee of $10,000 in connection
with the Purchase Agreement and the Note. The Company intends to use the proceeds of the Note for general working capital purposes.
On February 11,
2026, the Company issued 100,000 shares of its common stock to a consultant under a consulting agreement for services
rendered. No proceeds were received. The Company issued these shares in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended.
On February 11,
2026, the Company issued 200,000 shares of its common stock to a consultant under a consulting agreement for services rendered. No
proceeds were received. The Company issued these shares in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item 9.01. Financial
Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Promissory Note |
| 10.1 |
|
Securities Purchase Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 18, 2026 |
By: |
/s/ Luisa Ingargiola |
| |
Name: |
Luisa Ingargiola |
| |
Title: |
Chief Financial Officer |
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