Avalon Globocare Corp SEC Filings

Avalon GloboCare reported a Q1 2026 net loss of $4.5M, wider than $2.5M a year earlier, as it invested in AI-driven software while recording no income from its former lab services equity method investment.

The company had cash of $776K at March 31, 2026 and used $2.9M in operating cash flow, contributing to a working capital deficit of about $2.8M. Management disclosed “substantial doubt” about its ability to continue as a going concern without new capital and higher revenue.

To fund operations, Avalon raised gross proceeds of $3.25M in a February 2026 private placement of common stock, pre-funded warrants and additional warrants, and added new short-term debt totaling over $1.2M. It also sold its Avalon RT 9 real estate subsidiary to its chairman for $9.0M, treating those activities as discontinued operations while shifting focus to AI and KetoAir-related businesses.

Avalon GloboCare Corp. filed an amended report providing unaudited pro forma financial information for the previously completed $9,000,000 sale of its subsidiary Avalon RT 9 Properties, LLC, which owned the company’s headquarters building in Freehold, New Jersey.

The pro forma balance sheet as of December 31, 2025 shows total assets decreasing from $23,400,737 historically to $16,106,352 after removing RT9-related assets and liabilities, while total equity increases from $9,230,108 to $11,178,393 mainly through a $1,948,285 adjustment to additional paid-in capital. For 2025, pro forma net loss attributable to common shareholders narrows from $18,098,503 to $17,356,400 by eliminating discontinued operations tied to the property business.

Avalon GloboCare Corp. is expanding its AI video capabilities through a new collaboration involving Amazon Web Services and Caylent. Subsidiary Avalon Quantum AI LLC is working with AWS on Phase 2 of its Catch-Up agentic AI video platform, with Caylent leading development as an AWS Premier Tier Consulting Partner.

AWS has agreed to provide $125,000 of funding for this project, contingent on completion within 7 months; the work is currently estimated to be finished in about 4 months. Phase 2 aims to turn Catch-Up from a manually configured tool into a fully autonomous agentic AI video system, making it easier for content creators to generate personalized videos across multiple social media platforms.

Avalon GloboCare Corp. is registering for resale up to 19,436,278 shares of Common Stock held by selling stockholders, including common shares and shares issuable upon exercise of various warrants.

The Company will not receive proceeds from resale by the selling stockholders, although cash proceeds could be received if warrants are exercised in cash — full exercise of the 18,946,081 warrant shares referenced would yield approximately $6.7 million in gross proceeds. The prospectus also discloses a Nasdaq minimum bid-price noncompliance notice (closing bid $0.4490 on April 17, 2026) and the company’s ongoing going-concern uncertainty driven by operating losses and a working-capital deficit.

Avalon GloboCare Corp. is asking stockholders to vote at its virtual 2026 annual meeting on June 9, 2026 at 9:00 a.m. Eastern Time. Holders of 8,323,609 shares of common stock outstanding as of April 15, 2026 can vote online, by phone, mail, or during the webcast.

Stockholders will elect four directors, ratify M&K CPAS, PLLC as auditor for 2026, approve the 2026 Stock Incentive Plan, and cast an advisory Say-on-Pay vote on 2025 executive compensation. They are also asked to approve, under Nasdaq Listing Rule 5635(d), Series A-1 warrants to purchase up to 6,372,550 shares, Series A-2 warrants to purchase up to 6,372,550 shares, placement agent warrants to purchase up to 318,628 shares, and the related common shares issued in a February 27, 2026 private placement, plus authorize a reverse stock split at a ratio between 1-for-2 and 1-for-25 without reducing authorized shares.

The board unanimously recommends voting FOR all six proposals and has retained Campaign Management as proxy solicitor.

Avalon GloboCare Corp. received a notice from Nasdaq that its common stock no longer meets the Nasdaq Capital Market minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days through April 14, 2026.

The stock remains listed under the symbol ALBT, but the company has 180 days, until October 12, 2026, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. If it still does not comply, Avalon may qualify for an additional 180‑day period if it meets other Nasdaq listing standards and may consider actions such as a reverse stock split to cure the deficiency.

Avalon GloboCare Corp. has filed a resale registration covering up to 19,436,278 shares of common stock for existing investors. These consist of 490,197 already-issued shares plus shares underlying pre-funded warrants, Series A-1 and A-2 warrants, and placement agent warrants issued in a February 2026 private placement.

The company will not receive proceeds from investors’ resale of these shares, but could receive about $6.7 million if 18,946,081 warrant shares are fully exercised for cash. Shares outstanding were 8,323,609 as of April 8, 2026 and would be 27,759,887 if all registered warrants are exercised. The filing also highlights a history of substantial losses, a $105.9 million accumulated deficit, minimal cash, and an auditor going-concern warning, underscoring the need for additional capital.