Avalon GloboCare (ALBT) director receives Series E preferred in RPM deal

Rhea-AI Filing Summary

Avalon GloboCare Corp. director Michael Mathews reported receiving 1,364.840 shares of the company’s Series E Non-Voting Convertible Preferred Stock at a stated price of $0 per share. These preferred shares were issued in exchange for 2,600,000 common shares of RPM Interactive, Inc. as part of Avalon GloboCare’s acquisition of RPM.

Each share of this Series E preferred stock is perpetual, so it has no expiration date, and it becomes convertible into Avalon GloboCare equity at any time from and after May 12, 2026, or earlier if the company consents in writing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mathews Michael

(Last) (First) (Middle)

C/O AVALON GLOBOCARE CORP.

4400 ROUTE 9, SUITE 3100

(Street)

FREEHOLD NJ 07728

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Avalon GloboCare Corp. [ ALBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Non-Voting Convertible Preferred Stock	$1.5	12/12/2025		A		1,364.84		05/12/2026(1)	(2)	Common Stock	909,894	(3)	1,364.84	D

Explanation of Responses:

1. Each share of Series E Non-Voting Convertible Preferred Stock (the "Preferred Stock") is convertible, at any time from and after May 12, 2026, or such earlier date as consented to by the Issuer in writing.

2. The Preferred Stock is perpetual and therefore has no expiration date.

3. Received in exchange for 2,600,000 shares of common stock of RPM Interactive, Inc. ("RPM") in connection with the Issuer's acquisition of RPM.

	/s/ Michael Mathews	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Avalon GloboCare (ALBT) report for Michael Mathews?

Avalon GloboCare director Michael Mathews reported acquiring 1,364.840 shares of Series E Non-Voting Convertible Preferred Stock. The shares were received at a stated price of $0 per share in connection with Avalon GloboCare’s acquisition of RPM Interactive, Inc., reflecting deal consideration, not an open-market purchase.

How did Michael Mathews receive Avalon GloboCare’s Series E Non-Voting Convertible Preferred Stock?

Michael Mathews received the Series E preferred shares in exchange for 2,600,000 shares of RPM Interactive, Inc. common stock. This exchange occurred as part of Avalon GloboCare’s acquisition of RPM, meaning the grant reflects merger consideration rather than a cash-based stock purchase or sale.

When can Avalon GloboCare’s Series E preferred shares held by Michael Mathews be converted?

Each Series E Non-Voting Convertible Preferred share is convertible at any time from and after May 12, 2026. Conversion can also occur earlier if Avalon GloboCare consents in writing, giving the company control over any acceleration of the conversion timeline before that date.

Does Avalon GloboCare’s Series E Non-Voting Convertible Preferred Stock have an expiration date?

The Series E Non-Voting Convertible Preferred Stock is described as perpetual and has no expiration date. This means Michael Mathews can hold these preferred shares indefinitely, with the option to convert starting May 12, 2026, or earlier with Avalon GloboCare’s written consent.

How many Avalon GloboCare Series E preferred shares does Michael Mathews hold after this transaction?

Following the reported transaction, Michael Mathews beneficially owns 1,364.840 shares of Avalon GloboCare’s Series E Non-Voting Convertible Preferred Stock. This entire amount reflects the grant tied to exchanging 2,600,000 RPM Interactive common shares in the acquisition transaction.