Avalon GloboCare Corp. 8-K

What Happened

• Avalon GloboCare Corp. (ALBT) filed an 8‑K reporting that, effective January 21, 2026, it and its BVI subsidiary Nexus MergerSub Limited entered into a Mutual Termination and Release Agreement with YOOV Group Holding Limited that terminates the March 7, 2025 Agreement and Plan of Merger in its entirety. The parties mutually agreed the Merger Agreement is of no further force or effect except for certain limited surviving provisions.

Key Details

• Termination effective date: January 21, 2026; original Merger Agreement dated March 7, 2025.
• Parties irrevocably waived any termination fee, expense reimbursement or other payment (including any Section 7.06 fee) — no fee is payable by either party.
• Mutual release of claims related to the merger and negotiations, with customary exceptions (surviving provisions, rights under the Termination Agreement, and claims based on fraud or intentional misrepresentation).
• Mutual non‑disparagement covenant for three years; reciprocal indemnification caps of $500,000 for indemnifiable losses (fraud/intentionally false claims are not capped).
• Separately, Avalon disclosed (Regulation FD) that subsidiary Avalon Quantum AI LLC filed a U.S. provisional patent application for systems/methods for evidence‑constrained, audience‑adaptive automated commentary videos (press release dated Jan 22, 2026).

Why It Matters

• For investors, the formal termination ends the contemplated merger with YOOV and removes the risk of a termination fee or expense reimbursement liability that might have affected cash or deal economics.
• The mutual releases and capped indemnities reduce ongoing litigation and indemnity exposure between the parties (subject to fraud exceptions).
• The provisional patent filing signals continued business activity from an Avalon subsidiary in AI/video technologies, which may be relevant to the company’s strategic direction but does not by itself reflect revenues or financial impact.