Avalon GloboCare Corp. 8-K/A

What Happened
Avalon GloboCare Corp. (ALBT) announced it entered into securities purchase agreements on February 26, 2026 and closed the private placement on February 27, 2026. The financing included the sale of 490,197 shares of common stock at $0.51 per share, pre-funded warrants (aggregate to purchase 5,882,353 shares) sold at $0.5099 each, plus Series A-1 and Series A-2 common warrants (each covering up to 6,372,550 shares) with an exercise price of $0.51 per share. The pre-funded warrants are immediately exercisable (exercise price $0.0001); the common warrants are not exercisable until the company’s stockholders approve their issuance. Net proceeds to the company are expected to be approximately $2.8 million, to be used for operating expenses and working capital.

Key Details

• Financing dates: Purchase Agreements executed Feb 26, 2026; closing Feb 27, 2026.
• Securities issued/sold: 490,197 common shares; pre-funded warrants covering 5,882,353 shares; Series A-1 and A-2 warrants each covering up to 6,372,550 shares.
• Pricing and economics: Common share price $0.51; pre-funded warrant price $0.5099 (exercise $0.0001); warrant exercise price $0.51. Placement agent warrants issued for 318,628 shares (exercise price $0.6375).
• Fees and registration: Placement agent H.C. Wainwright paid 7% cash fee + 1% management fee + expenses; Roth Capital Partners paid $75,000 as financial advisor. Company agreed to file a registration statement to register resale of the securities within 45 days (effective no later than 75 days, or 90 days if SEC full review).

Why It Matters
This filing shows Avalon raised short-term capital to fund operations and working capital — important for a small public company. The private placement includes significant warrant coverage that could dilute existing shareholders if and when those warrants become exercisable and are exercised. Note the common warrants cannot be exercised until stockholder approval is obtained, which delays potential dilution; exercise limits (generally 4.99%, adjustable to 9.99% with notice) further control single-holder concentration. The registration rights mean investors expect resale registration promptly, which affects liquidity of the securities.