Avalon Globocare CORP. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALBT The Nasdaq Capital M
• $19,500,000.00 — ve Hundred U.S. Dollars and Zero Cents ($19,500,000.00). Each share of Series E Preferred Stoc
• $1,000 — E Preferred Stock has a stated value of $1,000 per share (the "Stated Value") and is c
• $1.50 — ck equal to the Stated Value divided by $1.50 (the "Conversion Price"), subject to ce
• $2.5 million — t has stockholders' equity in excess of $2.5 million as required for continued listing on th
• $375,000 — aturity Date"), in the principal sum of $375,000 (the "Principal Sum"). The Note carries
• $75,000 — e carries an original issue discount of $75,000. Accordingly, on December 11, 2025, the
• $300,000 — , the Holder paid the purchase price of $300,000 to the Company for the Note. The Compan
• $125,000 — cash to the Holder under the Note: (i) $125,000 on February 15, 2026, (ii) $125,000 on

Filing Documents

• ea0269624-8k_avalon.htm (8-K) — 62KB
• ea026962401ex2-1_avalon.htm (EX-2.1) — 289KB
• ea026962401ex3-1_avalon.htm (EX-3.1) — 85KB
• ea026962401ex10-1_avalon.htm (EX-10.1) — 71KB
• ea026962401ex10-2_avalon.htm (EX-10.2) — 96KB
• ea026962401ex10-3_avalon.htm (EX-10.3) — 12KB
• ea026962401ex10-4_avalon.htm (EX-10.4) — 11KB
• ea026962401ex99-1_avalon.htm (EX-99.1) — 26KB
• ea026962401ex99-2_avalon.htm (EX-99.2) — 294KB
• ea026962401ex99-3_avalon.htm (EX-99.3) — 207KB
• ea026962401ex99-4_avalon.htm (EX-99.4) — 240KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• ex99-2_001.jpg (GRAPHIC) — 8KB
• 0001213900-25-121489.txt ( ) — 1816KB
• albt-20251211.xsd (EX-101.SCH) — 3KB
• albt-20251211_lab.xml (EX-101.LAB) — 33KB
• albt-20251211_pre.xml (EX-101.PRE) — 22KB
• ea0269624-8k_avalon_htm.xml (XML) — 4KB

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 – Unregistered Sale of Equity

Item 3.02 – Unregistered Sale of Equity Securities. Reference is made to the disclosure under Item 1.01 above relating the issuance of the Series E Preferred Stock which is hereby incorporated in this Item 3.02 by reference. The shares of Series E Preferred Stock and the shares issuable upon conversion of the Series E Preferred Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder. The Company agreed to issue an aggregate of 305,000 restricted shares of Common Stock to consultants of the Company, with such issuances to take place on or around December 15, 2025, in exchange for services rendered. After giving effect to the unregistered issuances, there will be 4,557,009 shares of Common Stock outstanding. The securities described above have not been registered under 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. 2 Item5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In accordance with the Merger Agreement, on December 12, 2025, effective immediately after the effective time of the Merger, Michael Mathews was appointed to the Board as a director. Michael Mathews (Age 64). Mr. Mathews has served as Chairman and Chief Executive Officer of Aspen Group, Inc. (OTCQB: ASPU) since March 2012. He served as Chief Executive Officer of Interclick, Inc. (Nasdaq: ICLK) from August 2007 until January 2011. Mr. Mathews also served as a Director of Interclick from June 2007 until it was acquired by Yahoo, Inc. (Nasdaq: YHOO) in December 2011. From 2004 to 2007, Mr. Mathews serve

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking stockholder approval of the conversion rights of the Series E Preferred Stock and the timing thereof. The use of words such as, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," or "would" and similar words expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, its clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. The Company may not actually achieve the forecasts disclosed in our forward-looking statements, and you should not place undue reliance on forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K filed with the SEC, as supplemented by its Quarterly Reports on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company's subsequent filings with the SEC. Any forward-looking any obligation to publicly update or revise any forward-looki

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (a) Financial Statements of Business Acquired. The following combined financial statements of RPM Interactive, Inc. ("RPM") are being filed as exhibits to this Current Report on Form 8-K:(i) the audited financial statements of RPM as of and for the years ended December 31, 2024 and 2023 and related notes, attached as Exhibit 99.2 and (ii) the unaudited financial statements of RPM as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 and related notes, attached as Exhibit 99.3. (b) Pro Forma Financial Information* (i) the unaudited pro forma consolidated combined balance sheet as of September 30, 2025 and unaudited pro forma consolidated combined statement of operations and comprehensive loss of the Company and RPM for the nine months ended September 30, 2025 and (ii) the unaudited pro forma consolidated combined statement of operations and comprehensive loss of the Company and RPM for the year ended December 31, 2024. * Attached as Exhibit 99.4 (d) Exhibits Exhibit No. Description 2.1 (1) Agreement and Plan of Merger, dated December 12, 2025, by and among Avalon Globocare Corp., Avalon Quantum AI, LLC and RPM Interactive, Inc 3.1 Certificate of Designation of Series E Non-Voting Convertible Preferred Stock 10.1 Bridge Note, between the Company and Allen O Cage Jr., dated as of December 11, 2025. 10.2 Securities Purchase Agreement, between the Company and Allen O Cage Jr., dated as of December 11, 2025. 10.3 Amendment to Securities Purchase Agreement and Unsecured Bridge Note dated December 14, 2025, between the Company and Allen O Cage Jr. 10.4 Amendment No. 1 dated December 14, 2025 by and among Avalon Globocare Corp., Avalon Quantum AI, LLC and RPM Interactive, Inc 99.1 Press release dated December 15, 2025 99.2 Audited financial statements of RPM as of and for the years ended December 31, 2024 and 2023 99.3 Unaudited financial statements of RPM

SIGNATURES

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: December 15, 2025 By: /s/ Luisa Ingargiola Name: Luisa Ingargiola Title: Chief Financial Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR