Avalon GloboCare Corp. 8-K

What Happened
Avalon GloboCare Corp. announced it entered into a Securities Purchase Agreement and issued a promissory note to Vanquish Funding Group, Inc. The Note was dated February 11, 2026 (closed February 17, 2026) with a principal amount of $233,910 and a purchase price of $207,000 (original issue discount of $26,910). The company says it will use the proceeds for general working capital.

Key Details

• Lender: Vanquish Funding Group, Inc. (Virginia).
• Principal / Purchase price / OID: $233,910 principal, sold for $207,000 (OID $26,910).
• Interest & payments: One-time interest charge of 12%; repayable in seven monthly payments — $144,099 due August 15, 2026, then six monthly payments of $19,648.50; maturity February 15, 2027.
• Default remedies: Upon an Event of Default the Note becomes immediately due and payable at 150% of the “Default Amount” (principal, accrued interest, default interest and fees); lender may recover collection costs and attorneys’ fees.
• Conversion on default: Following an Event of Default the outstanding Note may convert into common stock at a conversion price equal to 75% of the “Market Price” (lowest trading price in the 10 trading days before conversion) — i.e., a 25% discount.
• Dilution cap: The Company will not issue shares under the Note (aggregated with certain other issuances) that would exceed 19.99% of outstanding common stock as of the Purchase Agreement date.
• Closing date / Use of proceeds: Transaction closed February 17, 2026; proceeds for general working capital.

Why It Matters
This 8-K documents a short-term financing arrangement that provides Avalon with cash for working capital but creates a new debt obligation with steep default penalties and a conversion feature that could dilute shareholders if a default occurs. Investors should note the repayment schedule and the default-conversion mechanics (25% discount to market and a 19.99% issuance cap), as they affect credit risk, potential dilution, and near-term cash flow requirements.