As filed with the Securities and Exchange Commission on April 198, ~~2018.~~2026

Registration Statement No. 333-[*]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~SECURITIES~~FORM S-1 ~~AND~~REGISTRATION ~~EXCHANGE~~STATEMENT UNDER THE ~~COMMISSION~~SECURITIES ACT OF 1933

~~Washington, D.C.~~AVALON ~~20549~~GLOBOCARE CORP.

~~FORM S-1~~ (Exact name of registrant as specified in its charter)

REGISTRATION STATEMENT

Delaware		7371		47-1685128
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~UNDER THE~~4400 ~~SECURITIES~~Route ~~ACT~~9 OFSouth, ~~1933~~Suite 3100

~~AVALON GLOBOCARE~~Freehold, ~~CORP. (Exact~~New ~~name~~Jersey ~~of registrant as specified in its charter)~~07728

~~Delaware~~ (~~State or other jurisdiction of incorporation or organization~~732) ~~8742~~ 780-4400 (~~Primary~~Address ~~Standard~~and ~~Industrial~~telephone ~~Classification~~number ~~Code~~of ~~Number)~~registrant’s ~~47-1685128~~principal ~~(IRS~~executive ~~Employer Identification No.~~offices)

~~4400 Route~~Luisa ~~9 South Suite 3100 Freehold, New Jersey 07728 (646) 762-4517~~ Ingargiola

~~(Address, including~~Avalon ~~zip~~GloboCare ~~code,~~Corp. Chief ~~and~~Financial ~~telephone number, including area code, of registrant’s principal executive offices)~~Officer

~~David Jin Chief Executive Officer~~ 4400 Route 9 South ~~Suite 3100 Freehold~~, ~~New~~Suite ~~Jersey 07728 (646) 762-4517~~3100

~~(Name~~Freehold, ~~address,~~ ~~including~~New ~~zip~~Jersey ~~code, and telephone number, including area code, of agent for service)~~07728

(732) 780-4400 ~~Copy~~(Name, ~~to:~~address, including zip code, and telephone number, including area code, of agent for service)

~~Thomas~~Copies S. Levato Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800 Elizabeth Fei Chen Pryor Cashman LLP 7 Times Square New York, New York 10036 (212) 421-4100to:

~~Approximate date~~Richard ofA. ~~commencement~~Friedman, ofEsq. ~~proposed~~Gregory ~~sale~~Carney, toEsq. ~~the~~Sheppard, ~~public:~~Mullin, AsRichter ~~soon~~& asHampton ~~practicable~~LLP ~~after~~30 ~~the~~Rockefeller ~~effective~~Plaza ~~date~~New ofYork, ~~this~~NY ~~Registration Statement.~~10112 Tel: (212) 653-8700 Fax: (212) 653-8701

~~If any~~Approximate date of ~~the~~commencement ~~securities~~of ~~being~~proposed sale ~~registered on this Form are~~ to ~~be offered on a delayed or continuous basis pursuant to Rule 415 under~~ the ~~Securities Act of 1933 check the following box~~public: ☐

~~If this~~As ~~Form~~soon isas ~~filed~~practicable toafter ~~register additional securities for an offering pursuant to Rule 462(b) under~~ the ~~Securities~~effective ~~Act, check the~~date ~~following box and list the Securities Act registration statement number~~ of ~~the~~this ~~earlier effective~~ registration statement ~~for~~becomes ~~the same offering~~effective. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated ~~Filer~~filer ☐ Accelerated ~~Filer~~filer ☐ Non-accelerated ~~Filer~~filer ☐☒ ~~(Do~~Smaller ~~not check if a smaller~~ reporting company) ~~Smaller Reporting Company~~ ☒ Emerging ~~Growth~~growth ~~Company~~company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided ~~pursuant~~ to Section 137(a)(2)(B) of the ~~Exchange~~Securities Act. ☒☐

The Registrant hereby amends this Registration ~~Calculation~~Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration ~~Fee~~Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of Each Class of Securities To Be Registered	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, $0.0001 par value per share	$30,000,000	$3,735
Underwriter Warrants (2)	—	—
Common Stock, $0.0001 par value per share, underlying Underwriter Warrants (3)	$2,100,000	$262
Total	$32,100,000	$3,997

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

~~(1)~~PRELIMINARY ~~The~~PROSPECTUS ~~registration~~SUBJECT ~~fee~~TO ~~for~~COMPLETION ~~securities~~DATED isAPRIL ~~based on an estimate of the proposed maximum offering price of the securities~~8, ~~and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).~~2026

~~(2)~~Avalon NoGloboCare ~~separate fee is required pursuant to Rule 457(g) under the Securities Act of 1933~~Corp.

~~(3)~~Up ~~Estimated solely for the purpose of calculating the registration fee pursuant~~ to ~~Rule 457(g) under the Securities Act of 1933. If the Registrant completes this offering~~19, ~~then on the closing date~~436,278 ~~the~~Shares ~~Registrant will issue underwriter warrants to Boustead Securities, LLC to purchase such number~~ of ~~shares~~Common of common stock equal to seven percent (7.0%) of the total number of shares of common stock sold by the Registrant in the offering at an exercise price of 100% of the price at which the Registrant sells shares of common stock in this offering.Stock

~~The~~Pursuant to this prospectus, the selling stockholders ~~registrant~~identified ~~hereby~~herein ~~amends~~(the ~~this~~“Selling ~~registration~~Stockholders”) ~~statement~~are offering on ~~such~~a ~~date~~resale orbasis ~~dates~~an asaggregate ~~may~~of be19,436,278 ~~necessary~~shares to(the ~~delay~~“Shares”) of ~~its~~common ~~effective~~stock, ~~date~~par ~~until~~value $0.0001 per share (the “Common Stock”) of Avalon GloboCare Corp., (the “Company,” “we,” “us” or “our”) consisting of (i) 490,197 shares (the ~~registrant~~“Common ~~shall~~Shares”) ~~file~~of Common Stock issued pursuant to a ~~further~~securities ~~amendment~~purchase ~~which~~agreement ~~specifically~~entered ~~states~~into by and between us and certain institutional investors dated February 26, 2026 (the “Purchase Agreement”), (ii) 5,882,353 shares (the “Pre-Funded Warrant Shares”) of Common Stock that ~~this~~are ~~registration~~issuable ~~statement~~upon ~~shall~~exercise of ~~thereafter~~pre-funded ~~become~~warrants (the “Pre-Funded Warrants”) at an exercise price of $0.0001 per share issued pursuant to the Purchase ~~effective~~Agreement, in(iii) ~~accordance~~up ~~with~~to ~~Section~~6,372,550 8shares (athe “Series A-1 Warrant Shares”) of Common Stock issuable upon exercise of Series A-1 warrants (the ~~Securities~~“Series ~~Act~~A-1 Warrants”) at an exercise price of ~~1933~~$0.51 orper ~~until~~share issued pursuant to the ~~registration~~Purchase ~~statement~~Agreement, (iv) ~~shall~~up ~~become~~to ~~effective~~6,372,550 shares (the “Series A-2 Warrant Shares”) of Common Stock issuable upon exercise of Series A-2 warrants on(the ~~such~~“Series ~~date~~A-2 asWarrants”) at an exercise price of $0.51 per share issued pursuant to the ~~Securities~~Purchase Agreement, and ~~Exchange~~(v) ~~Commission~~up to 318,628 ~~acting~~shares ~~pursuant~~(the to“Placement ~~said~~Agent ~~Section~~Warrant 8Shares,” together with the Pre-Funded Warrant Shares, the Series A-1 Warrant Shares, the Series A-2 Warrant Shares and the Placement Agent Warrant Shares, the “Warrant Shares”) of Common Stock issuable upon exercise of warrants (athe “Placement Agent Warrants,” together with the Pre-Funded Warrants, the Series A-1 Warrants, and the Series A-2 Warrants, the “Warrants”) at an exercise price of $0.6375 per share issued pursuant to the engagement letter dated as of February 26, ~~may~~2026, ~~determine~~by and between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”).

~~The information~~We inwill ~~this~~not ~~preliminary~~receive ~~prospectus~~any isof ~~not~~the ~~complete~~proceeds ~~and~~from ~~may~~the sale beby ~~changed.~~the ~~These~~Selling ~~securities~~Stockholders ~~may~~of ~~not~~the beCommon ~~sold~~Stock. ~~until~~Upon any exercise of the ~~registration~~Warrants by payment of cash, however, we will receive the ~~statement~~exercise ~~filed~~price ~~with~~of the ~~Securities~~Warrants, ~~and~~which, ~~Exchange~~if ~~Commission~~exercised isin ~~effective.~~cash ~~This~~with ~~preliminary~~respect ~~prospectus~~to isthe ~~not~~18,946,081 anshares ~~offer~~of toCommon ~~sell nor~~Stock ~~does~~offered ithereby, ~~seek~~would result anin ~~offer~~gross proceeds to ~~buy~~us ~~these~~of ~~securities~~approximately $6.7 million. However, we cannot predict when and in ~~any~~what ~~jurisdiction~~amounts ~~where~~or if the ~~offer~~Warrants orwill be ~~sale~~exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not ~~permitted~~receive any cash proceeds.

~~SUBJECT~~The Pre-Funded Warrants are exercisable on February TO26, ~~COMPLETION~~2026 and anytime thereafter until such Pre-Funded Warrants are exercisable in full. Each of the Series A-1 Warrants, ~~DATED~~Series ~~APRIL~~A-2 19Warrants and Placement Agent Warrants are not exercisable until the stockholders of the Company approve the issuance of such Series A-1 Warrants, Series ~~2018~~A-2 Warrants and Placement Agent Warrants and shares of Common Stock underlying such warrants (the “Stockholder Approval Date”). The Series A-1 Warrants will expire five (5) years following the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen (18) months following the Stockholder Approval Date. The Placement Agent Warrants are exercisable for five (5) years the Stockholder Approval Date. The holders of the Shares are each referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.”

~~PRELIMINARY~~This prospectus describes the general manner in ~~PROSPECTUS~~which the Shares may be offered and sold. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. The Common Shares and the Warrants were each issued to the applicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional information regarding the issuance of the Common Shares, the Warrants and the Warrant Shares, see “March 2026 Private Placement” beginning on page 13.

~~$10,000,000 of~~The Shares ofwill ~~Common~~be ~~Stock~~resold from time to time by ~~(minimum~~the ~~offering~~Selling ~~amount)~~Shareholders listed in the section titled “Selling Shareholders” beginning on page 52.

~~$30~~The Selling Shareholders,~~000~~ or their respective transferees,~~000~~ pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of ~~Common~~this ~~Stock~~registration statement. We provide more information about how a Selling Shareholder ~~(maximum~~may ~~offering~~sell ~~amount)~~ its Shares in the section titled “Plan of Distribution” on page 54.

~~We are~~Our ~~offering~~Common stock is listed on aThe ~~“best~~Nasdaq ~~efforts~~Capital Market under the symbol “ALBT”. ~~basis~~On aApril ~~minimum~~7, of2026, the closing price as reported on The Nasdaq Capital Market was $10[*] per share. There is no established public trading market for the Warrants,~~000,000~~ and we do not expect a ~~maximum~~market ofto ~~$30~~develop. Without an active trading market,~~000,000~~ the liquidity of ~~our~~the ~~shares~~Warrants ofwill ~~common stock,~~be $0limited.~~0001~~ ~~par~~In ~~value~~addition, ~~per~~we ~~share.~~do Wenot ~~expect~~intend to list the ~~public~~Warrants ~~offering~~on ~~price~~The ~~will~~Nasdaq beCapital $Market, any ~~per~~other ~~share~~national securities exchange or any other trading system.

~~Our common~~Investing ~~stock~~in ~~currently~~our isCommon ~~quoted~~Stock oninvolves ~~the~~a ~~OTCQB Marketplace, operated by OTC Markets Group, under the symbol “AVCO.”~~high ~~The~~degree ~~last reported sale price~~ of ~~our common stock on the OTCQB Marketplace on April 18, 2018 was $1~~risk.50 ~~per~~See ~~share.~~“Risk WeFactors” ~~have~~beginning ~~applied to list our common stock~~ on ~~the~~page ~~Nasdaq~~5 ~~Capital Market and expect that, after completion~~ of this ~~offering, our common stock will trade on the Nasdaq Capital Market under the symbol “AVCO~~prospectus.”

~~We are~~Neither anthe ~~“emerging~~Securities ~~growth~~and ~~company,”~~Exchange asCommission nor ~~defined~~any instate ~~the~~securities ~~Jumpstart~~commission ~~Our~~has ~~Business~~approved ~~Startups~~or ~~Act~~disapproved of ~~2012,~~these ~~and,~~securities asor ~~such,~~determined ~~have elected~~if tothis ~~comply~~prospectus ~~with~~is ~~certain~~truthful ~~reduced~~or ~~public~~complete. Any ~~company~~representation ~~reporting~~to ~~requirements~~the ~~for~~contrary ~~this~~is ~~prospectus~~a ~~and~~criminal ~~other filings with the Securities and Exchange Commission~~offense.

~~Investing in~~The ~~our~~date ~~common stock involves a high degree~~ of ~~risk.~~this ~~See~~prospectus ~~“Risk~~is ~~Factors”~~[*] ~~beginning~~, ~~on page 13.~~2026

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Number of Shares of Common Stock	Public Offering Price Per Share	Underwriting Discounts and Commissions (1)	Proceeds to the Company, Before Expenses
Minimum		$	$700,000	$9,300,000
Maximum		$	$2,100,000	$27,900,000

(1) See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriter.

The underwriter is selling our shares of common stock in this offering on a “best efforts” basis. The underwriter is not required to sell any specific number or dollar amount of shares of common stock but will use its best efforts to sell the shares of common stock offered. One of the conditions to our obligation to sell any securities through the underwriter is that, upon the closing of the offering, the common stock would qualify for listing on the Nasdaq Capital Market.

The offering may terminate on the earlier of (i) any time after the minimum offering amount of our shares of common stock is raised, or (ii) 180 days from the effective date of the registration statement of which this prospectus forms a part, or the expiration date. One or more closings may be conducted after the minimum amount is sold and prior to the expiration date. The proceeds from the sale of the shares of common stock in this offering will be deposited in a separate (limited to funds received on behalf of us) non-interest bearing trust bank account at Signature Bank, New York, New York, until the minimum offering amount is raised. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us after deducting certain escrow fees. If we do not raise the minimum offering amount before the termination date, we will not conduct a closing of this offering and will return to investors all amounts previously deposited by them in escrow, without interest or deduction.

Sole Bookrunner

The date of this prospectus is , 2018.

TABLE OF CONTENTS

		PAGE
		Page
PROSPECTUS SUMMARY		3
About this Prospectus		ii
RISK FACTORS		13
Cautionary Statement Regarding Forward-Looking Statements		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		40
Prospectus Summary		1
USE OF PROCEEDS		41
The Offering		4
DIVIDEND POLICY		42
Risk Factors		5
COMMON STOCK PRICE RANGE		42
The March 2026 Private Placement		13
CAPITALIZATION		43
Use of Proceeds		14
DILUTION		45
Dividend Policy		14
SELECTED CONSOLIDATED FINANCIAL DATA		47
Determination of Offering Price		14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		49
Management’s Discussion and Analysis of Financial Condition and Plan of Operations		15
BUSINESS		61
Business		24
MANAGEMENT		75
Management		31
EXECUTIVE AND DIRECTOR COMPENSATION		81
Executive and Director Compensation		38
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		86
Certain Relationships and Related Person Transactions		43
PRINCIPAL STOCKHOLDERS		89
Security Ownership of Beneficial Owners and Management		47
DESCRIPTION OF CAPITAL STOCK		90
Description of Capital Stock		51
SHARES ELIGIBLE FOR FUTURE SALE		92
Selling Stockholders		52
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		93
Plan of Distribution		54
UNDERWRITING		97
Legal Matters		55
LEGAL MATTERS		101
Experts		55
EXPERTS		101
Where You Can Find More Information		55
WHERE YOU CAN FIND MORE INFORMATION		101
Index to Financial Statements		F-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the underwriter has not, authorized anyone to provide you with information that is different from that contained in such prospectuses. We are offering to sell shares of our common stock, and seeking offers to buy shares of our common stock, only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock.i

~~Until and~~ABOUT ~~including ,~~THIS 2018 (25 days after the date of this prospectus), all dealers that buy, sell, or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.PROSPECTUS

~~For investors~~This ~~outside~~prospectus ofrelates to the ~~United~~resale ~~States:~~by ~~neither~~the weSelling Stockholders ~~nor~~identified in this prospectus under the ~~underwriter~~caption ~~have~~“Selling ~~done~~Stockholders,” ~~anything~~from ~~that~~time ~~would~~to ~~permit~~time, ~~this~~of ~~offering~~up orto ~~possession~~an aggregate orof ~~distribution~~19,436,278 shares of ~~this~~Common ~~prospectus~~Stock inconsisting ~~any~~of ~~jurisdiction~~(i) ~~where~~490,197 ~~action~~Common ~~for~~Shares ~~that~~issued ~~purpose~~pursuant isto ~~required~~the Purchase Agreement, ~~other~~(ii) ~~than~~5,882,353 Pre-Funded inWarrant Shares issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.0001 per share issued pursuant to the Purchase ~~United~~Agreement, ~~States~~(iii) up to 6,372,550 Series A-1 Warrant Shares issuable upon exercise of the Series A-1 Warrants at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, (iv) up to 6,372,550 Series A-2 Warrant Shares issuable upon exercise of ~~You~~Series ~~are~~A-2 ~~required~~Warrants at an exercise price of $0.51 per share issued pursuant to ~~inform~~the ~~yourselves~~Purchase ~~about~~Agreement, and (v) up to ~~observe~~318,628 ~~any~~Placement Agent ~~restrictions~~Warrant ~~relating~~Shares issuable upon exercise of the Placement Agent Warrants at an exercise price of $0.6375 per share issued pursuant to ~~this~~the ~~offering~~engagement letter dated as of February 26, 2026, by and between the ~~distribution~~Company ofand the Placement Agent. We are not selling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants.

2 You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this entire prospectus before making an investment decision.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words “estimate,” “plan,” “anticipate,” “expect,” “intend,” “believe,” “target,” “budget,” “may,” “can,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Forward-looking statements address activities, events or developments that the Company expects or anticipates will or may occur in the future and are based on current expectations and assumptions.

These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. See our other reports filed with the Securities and Exchange Commission (the “SEC”) for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this prospectus, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this prospectus speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Unless otherwise indicated, references to “we,” “us,” “our,” “Company,” or “Avalon” mean Avalon GloboCare Corp. and its subsidiaries, and references to “fiscal” mean the Company’s fiscal year ended December 31.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. ~~Because~~This ~~this~~summary is ~~only~~not acomplete ~~summary,~~and it does not contain ~~all~~ ofall the information that ~~may~~you beshould ~~important~~consider before deciding whether to ~~you~~invest in our securities. ~~You~~For ~~should~~a ~~read~~more ~~this~~complete ~~entire~~understanding ~~prospectus~~of our company and ~~should~~this ~~consider~~offering, ~~among~~we ~~other~~encourage ~~things~~you to read and consider carefully this entire prospectus, ~~the~~ ~~matters~~including ~~set~~the ~~forth~~information contained under the heading “Risk Factors,” “Management’s Discussion and Analysis of Financial ~~Condition~~ condition and Results of Operations”,” and our ~~consolidated~~ financial statements and related notes ~~thereto~~included ~~appearing~~ elsewhere in this prospectus. ~~before~~In ~~making~~this ~~your~~prospectus, ~~investment~~unless ~~decision~~context requires otherwise, references to “we,” “us,” “our,” “ALBT,” “Avalon” or “the Company” refer to Avalon GloboCare Corp.

Unless the context otherwise requires, any reference to "Avalon GloboCare," "Avalon," “the company,” “we,” “us,” or “our” refers to Avalon GloboCare Corp., a Delaware corporation, and its subsidiaries.

Overview

We are ~~dedicated~~a totechnology-focused ~~integrating~~company ~~and~~with ~~managing~~a ~~global~~strategic focus ~~healthcare~~on ~~services~~developing ~~and~~innovative ~~resources,~~consumer ashealth ~~well~~and asAgentic ~~empowering~~AI ~~high-impact~~products ~~biomedical innovations~~that target consumers and ~~technologies~~small tobusinesses. ~~accelerate~~Throughout ~~their~~our ~~clinical~~operating history, ~~applications.~~we ~~Operating~~have ~~through~~maintained ~~two~~our ~~major~~corporate ~~platforms~~identity, ~~namely~~management ~~“Avalon Cell”~~team and ~~“Avalon~~original ~~Rehab”,~~mission ~~our~~while ~~“Technology~~strategically +evolving ~~Service”~~our ~~ecosystem~~business ~~covers~~in response ~~the~~to ~~areas~~market ofconditions ~~regenerative medicine,~~and ~~cell-based~~commercial ~~immunotherapy~~opportunities, ~~exosome~~with ~~technology,~~each assuch ~~well~~evolution asbeing ~~rehabilitation~~the ~~medicine.~~product Weof ~~plan~~deliberate todecisions. ~~integrate~~We ~~these services~~are ~~through~~actively ~~joint~~seeking ~~ventures~~complementary ~~and~~bolt-on ~~accretive~~AI acquisitions that ~~bring~~could ~~shareholder~~generate ~~value~~near-term ~~both~~revenue into ~~the~~supplement ~~short~~our ~~term,~~current ~~through~~operations ~~operational~~as ~~entities~~both assegments ~~part~~continue ofto ~~Avalon~~develop. ~~Rehab,~~We ~~and~~believe ~~long~~our ~~term,~~diverse ~~through~~and ~~biomedical~~evolving ~~innovation~~portfolio ~~development as part~~ of ~~Avalon~~commercial ~~Cell,~~activities ~~such~~reflects as our ~~recent~~ongoing ~~joint~~commitment to ~~venture~~identifying ~~for~~and ~~the~~building ~~advancement~~value-oriented oftechnology ~~exosome~~businesses ~~isolation~~for ~~systems~~the ~~and~~benefit ~~related~~of ~~products~~its stockholders.

~~In addition,~~Current weBusiness are engaged in the development of exosome technology to improve the diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles 30-150 nm in diameter that are released by almost all cell types and can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Our isolation system is designed to be used by researchers for biomarker discovery and clinical diagnostic development, and advancement of targeted therapies. Currently, isolation systems and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. We are seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Our mission is focused on diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and the discovery of disease-specific exosomes to provide the disease origin insight necessary to enable personalized clinical management. There is no guarantee that we will be able to successfully achieve our stated mission.Operations

We currently ~~generate~~operates ~~revenue~~through bytwo ~~selling~~business ~~exosome~~segments: (i) ~~isolation~~a ~~systems~~consumer inhealth ~~China~~technology ~~and~~segment, through which we distributes the ~~United~~Keto ~~States~~Air ~~through~~breathalyzer ~~our~~device ~~joint~~- ~~venture~~a ~~GenExosome~~non-invasive consumer breathalyzer ~~Technologies,~~that ~~Inc.~~measures Inketosis ~~addition,~~levels weand ~~provide~~is ~~medical~~sold ~~related~~in ~~consulting~~North ~~services~~America, inbearing ~~advanced~~an ~~areas~~FDA ofregistration ~~immunotherapy~~number; and ~~second~~(ii) ~~opinion/referral~~an artificial intelligence software ~~services~~segment, through ~~our~~which ~~wholly-owned~~we ~~subsidiary~~develop ~~Avalon~~and ~~(Shanghai)~~commercialize ~~Healthcare~~an ~~Technology Co.~~AI-driven, ~~Ltd.,~~short-form orvideo ~~Avalon~~generation ~~Shanghai.~~platform Weoperated ~~also~~by ~~own~~Avalon Quantum AI, ~~and~~LLC, ~~operate~~our ~~commercial~~wholly ~~real~~owned ~~estate~~subsidiary formed in ~~New~~connection ~~Jersey~~with our acquisition of RPM Interactive, ~~where~~Inc. wein ~~are~~December ~~headquartered~~2025. Each segment is described more fully below.

~~Sales and~~Consumer ~~Marketing~~Health Technology Segment - Keto-Air Breathalyzer

We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management will be seeking opportunities for joint ventures, strategic relationships and acquisitions in consulting, biomedical innovations, telemedicine, and rehabilitation centers.Overview

~~Services~~Our consumer health technology segment is centered on the Keto Air breathalyzer device, a non-invasive consumer health product that allows users to determine whether they are in a state of nutritional ketosis, and at what level, by exhaling into a compact, pen-like breathalyzer. Ketosis is a metabolic state in which the body burns fat for fuel rather than carbohydrates, and is widely associated with low-carbohydrate and ketogenic dietary regimens. The Keto Air device represents a meaningful improvement over prior methods of measuring ketosis, such as urine test strips or earlier-generation breathalyzers that required cartridge replacements, offering users a convenient, reusable, and non-invasive testing experience.

We ~~currently~~ ~~generate~~entered ~~revenue~~into ~~from~~an ~~related~~exclusive ~~party~~North ~~strategic~~American ~~relationships through Avalon Shanghai that provide consultative services~~distribution inagreement ~~advanced~~for ~~areas~~the ofKeto-Air ~~immunotherapy~~technology and ~~second~~device ~~opinion/referral~~in ~~services~~2024. InPursuant ~~addition, our services are targeted at serving our clients and using our insights and deep expertise~~ to ~~produce~~this ~~tangible~~agreement, ~~and~~we ~~significant~~have ~~results.~~exclusive ~~Our~~distribution ~~services~~rights ~~include~~in ~~research~~the ~~studies,~~United ~~executive education~~States, ~~daily~~Canada ~~online~~and ~~executive~~Mexico ~~briefings,~~through ~~tailored~~July ~~expert~~of ~~advisory~~2025 ~~services,~~ and ~~consulting~~since ~~and~~that ~~management~~time, ~~services. We typically charge an annual fee. Through our services~~ we ~~attempt~~continue to ~~have~~be ~~our clients focus on important problems by providing an analysis of~~ the ~~evolving~~only ~~healthcare~~distributor ~~industry and the methods prevalent~~ in ~~the~~North ~~industry to solve those problems through counsel, business planning and support~~America. We ~~tailor these solutions to the client’s specific strategic challenges, operational issues,~~believe ~~and~~this ~~management~~provides ~~concerns.~~us Wewith ~~plan~~a tomeaningful ~~expand~~competitive ~~our~~advantage ~~business~~in ~~services throughout~~ the ~~United~~North ~~States~~American ~~via~~ketosis ~~our~~monitoring ~~two~~market ~~major~~for ~~“Technology +~~the ~~Service”~~duration ~~platforms:~~of ~~“Avalon~~the ~~Cell” and “Avalon Rehab”~~agreement.

We previously had a THC breathalyzer device under development. In March 2026, we discontinued development of that product due to a lack of available funding. The discontinuation of the THC breathalyzer does not affect our Keto Air operations or sales of the Keto Air device.

Artificial Intelligence Software Segment - Avalon Quantum AI, LLC / RPM Interactive

Overview

Our artificial intelligence software segment is operated through Avalon Quantum AI, LLC, a wholly owned subsidiary of our company organized in the State of Nevada and formed in connection with our acquisition of RPM Interactive, Inc. ("RPM") in December 2025. RPM merged with and into Avalon Quantum AI, LLC pursuant to the merger, and Avalon Quantum AI, LLC continues to operate as our wholly owned subsidiary. Avalon Quantum AI LLC is advancing next-generation Agentic AI systems, including automated video generation, small business marketing, and workflow automation solutions.

The Catch-Up AI-powered Video Platform - Phase 1

The Catch-Up platform is an AI-driven, short-form video generation software product. In its current Phase 1 form, the platform enables content creators - with an initial focus on the podcasting market - to input a topic of their choosing, after which the platform automatically scrapes YouTube for relevant videos, identifies the most-viewed or most-discussed content on that topic, and generates a structured, short-form video featuring an AI-generated avatar of the creator that replicates their voice and likeness. Each generated video consists of three segments: an introduction delivered by the creator's AI avatar, the featured video clip sourced by the platform, and a concluding statement also delivered by the AI avatar.

The core appeal of the Catch-Up platform to content creators is efficiency: the software automates the time-consuming process of identifying and sourcing video content, writing scripts, and producing recordings, enabling creators to generate daily content at scale and drive increased views, clicks, and subscriber engagement across their platforms. We believe the demand for automated, high-quality content generation tools among the creator economy is substantial and growing, and that the Catch-Up platform is well-positioned to address this demand.

The platform is currently in beta testing with a limited number of content creators. We are using this beta period to refine the platform's AI avatar generation capabilities, test the content sourcing and curation algorithms, and gather user feedback in advance of a broader commercial launch. You may view the beta at www.catch-up.com.

Catch-Up Phase 2 Development

Phase 2 of the Catch-Up platform is currently in development and is expected to launch in Q3 of 2026. This Phase 2 development is expected to transition the platform from a manually configured AI video production system into a fully autonomous, agentic AI-driven video platform. Phase 2 is expected to expand the platform's user base beyond podcasters to a substantially broader range of content creators and marketers, including social media influencers and individuals or businesses engaged in product marketing and e-commerce.

We believe the expansion of the platform's addressable market from podcasters to the broader creator and marketer economy in Phase 2 represents a significant step toward the commercial scaling of the Catch-Up platform, and we intend to pursue a phased commercial launch strategy following the completion of Phase 2 development.

While we continue to develop and complete Phase 2, we continue to evaluate possible AI acquisitions that we believe could generate near-term revenue to supplement our current operations while the Catch-Up platform continues through its development and commercial launch phases. We have not entered into any definitive agreement with respect to any such acquisition as of the date of this prospectus, and there can be no assurance that we will identify, complete, or successfully integrate any such acquisition.

History of Operations

Wind-Down of China Operations (2022-2023)

Our initial commercial strategy was focused on the cellular therapy sector, where we sought to advance innovative cellular therapy technologies in both the United States and China. Beginning in 2022 and continuing through 2023, our Board of Directors determined to wind down our operations in the People's Republic of China and to divest all assets, subsidiaries, and relationships associated with our China-based activities. This decision reflected both the changed commercial and regulatory landscape applicable to our cellular therapy program and our inability to secure the capital necessary to advance the program at the scale required to achieve commercial viability. By November 2022, we had ceased all active operations in the PRC, and the wind-down was completed during 2023.

Laboratory Services Strategy (2023-2025)

In February 2023, through our subsidiary Avalon Lab, LLC, we acquired a 40% equity interest in Laboratory Services MSO, LLC, a California-based clinical laboratory company, for total consideration of approximately $20.7 million, comprised of approximately $9.0 million in cash, 11,000 shares of our Series B Convertible Preferred Stock, and an additional $666,667 cash payment made in February 2024. On February 26, 2025, we exited the investment entirely pursuant to a Redemption and Abandonment Agreement, receiving cash proceeds of $1,745,000 and surrendering our Series B Preferred Stock.

Search for Strategic Acquisitions and YOOV Merger Agreement (2024-2025)

In early 2024, our Board made a strategic determination to focus our acquisition efforts on YOOV Group Holding Limited ("YOOV"), a Hong Kong-based company. We conducted extensive due diligence, engaging on-site due diligence meetings with the YOOV management team. On March 7, 2025, we entered into an Agreement and Plan of Merger with YOOV and Nexus MergerSub Limited, pursuant to which YOOV would have become a direct, wholly owned subsidiary of our company. During our continued review of YOOV's financial statements for the fiscal year ended December 31, 2024, our Board of Directors determined that it was not in the best interests of our stockholders to proceed with the transaction. We terminated the merger agreement with YOOV effective January 21, 2026.

Acquisition of RPM Interactive, Inc. and Formation of Avalon Quantum AI, LLC (December 2025)

On December 15, 2025, we completed the acquisition of RPM Interactive, Inc. ("RPM"), a generative artificial intelligence software company, through a subsidiary merger whereby RPM merged with and into Avalon Quantum AI, LLC, a newly formed, wholly owned subsidiary of our company organized in the State of Nevada. Avalon Quantum AI, LLC is the surviving entity and continues as our wholly owned subsidiary. We, as the surviving listed parent entity, continue to operate under our existing Nasdaq listing, and neither our corporate identity, our Nasdaq listing, nor our principal executive offices were altered as a result of the acquisition. The acquisition was effected as an all-stock transaction pursuant to which we issued 19,500 shares of our Series E Non-Voting Convertible Preferred Stock to RPM's former stockholders at a stated value of $1,000 per share, for a total stated purchase price of $19.5 million. Each share of Series E Preferred Stock is convertible into shares of our common stock at a conversion price of $1.50 per share, subject to: (i) a beneficial ownership cap of 4.99% per holder; (ii) an exchange cap preventing issuance in excess of applicable Nasdaq thresholds (the "Exchange Cap"); and (iii) stockholder approval required under Nasdaq Listing Rule 5635, which we intend to seek at our 2026 annual meeting of stockholders. The Series E Preferred Stock is non-voting prior to conversion. In connection with the acquisition, we appointed Michael Mathews to our Board of Directors.

Intellectual Property

Cellular Therapy Patent Portfolio

We hold a portfolio of patents developed during our cellular therapy operating period. This portfolio includes patents that are co-owned with the Massachusetts Institute of Technology ("MIT"), arising from a prior joint research agreement between our company and MIT, as well as patents co-owned with Arbele, a Hong Kong-based company that collaborated with us during our cellular therapy research activities. We regard the MIT co-ownership as a material component of our patent portfolio, and we disclose it accordingly.

Although we have ceased all active research and development activities related to cellular therapy, we have made a deliberate decision to continue actively maintaining, or "prosecuting," these patents rather than allowing them to lapse or be abandoned. We believe the patents may have potential future value - whether through licensing, sale, or the resumption of activity in the cellular therapy space - and we intend to continue maintaining them for so long as we consider it commercially reasonable to do so. Any decisions regarding the licensing or enforcement of co-owned patents are subject to the terms of our co-ownership arrangements with MIT and Arbele, which may limit our ability to license or enforce such patents unilaterally without the consent of our co-owners.

Artificial Intelligence Platform - Provisional Patent Applications

In connection with our acquisition of RPM Interactive, Inc. and the development of our generative AI content platform operated through Avalon Quantum AI, LLC, we have filed three provisional patent applications relating to aspects of the Catch-Up platform's technology. Provisional applications establish an early filing date and provide a twelve-month period during which we may file corresponding non-provisional patent applications. We intend to evaluate the commercial and strategic value of converting these provisional applications into non-provisional applications during the applicable filing window. There can be no assurance that any patents will issue from these applications, or that any issued patents will provide meaningful competitive protection.

~~Strategic Partnerships~~THE OFFERING

We are actively seeking potential strategic partnerships in our area of focus. In addition, we are actively seeking target acquisitions that add accretive value to our strategic plan. There is no guarantee that we will be able to successfully sign a definitive agreement, close or implement such business arrangement. Through our recent joint venture in the area of exosome technology, we are actively developing strategic relationships for the distribution and sale of our exosome isolation system and for the commercialization of exosome related products and diagnostic services.

Common Stock to be offered by the Selling Stockholders		Up to 19,436,278 shares of Common Stock consisting of (i) 490,197 Common Shares issued pursuant to the Purchase Agreement, (ii) 5,882,353 Pre-Funded Warrant Shares issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.0001 per share issued pursuant to the Purchase Agreement, (iii) up to 6,372,550 Series A-1 Warrant Shares issuable upon exercise of the Series A-1 Warrants at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, (iv) up to 6,372,550 Series A-2 Warrant Shares issuable upon exercise of Series A-2 Warrants at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, and (v) up to 318,628 Placement Agent Warrant Shares issuable upon exercise of the Placement Agent Warrants at an exercise price of $0.6375 per share issued pursuant to the engagement letter dated as of February 26, 2026, by and between the Company and the Placement Agent.

Common stock outstanding prior to this offering		8,323,609 shares of Common Stock.

Common stock to be outstanding after this offering		27,759,887 shares of Common Stock, assuming the exercise of all of the Warrants

Use of proceeds		We will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders, except for the Warrant exercise price paid for the Common Stock offered hereby and issuable upon the exercise of the Warrants. See “Use of Proceeds” on page 14 of this prospectus.

Risk Factors		See “Risk Factors” beginning on page 5 of this prospectus, as well as other information included in this prospectus, for a discussion of factors you should read and consider carefully before investing in our securities.

Nasdaq Capital Markets symbol		Our common stock is listed on The Nasdaq Capital Markets under the symbol “ALBT”. There is no established trading market for the Warrants, and we do not expect a trading market to develop. We do not intend to list the Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Warrants will be extremely limited.

~~Markets~~The number of shares of our Common Stock to be outstanding after this offering as shown above is based on 8,323,609 shares outstanding as of April 8, 2026 and excludes as of that date:

~~We will~~● ~~focus~~95,746 onshares ~~the~~of ~~following~~our ~~markets~~Common inStock ~~developing~~issuable ~~our~~upon ~~core~~exercise ~~business:~~of warrants, subject to vesting having a weighted average exercise price of $24.06 per share;

~~Platform “Avalon~~● ~~Cell”~~41,169 shares of our Common Stock issuable upon exercise of outstanding options under our 2019 Incentive Stock Plan and our Amended and Restated 2020 Stock Incentive Plan;

~~Regarded as~~● ~~the~~181,750 ~~future~~shares of ~~medicine,~~our weCommon ~~believe~~Stock ~~cell-based~~reserved ~~therapeutics~~for ~~will~~issuance ~~replace~~under ~~pharmaceuticals~~our as2019 aIncentive ~~more~~Stock ~~effective~~Plan and ~~functional modality in disease treatment. We are actively engaging in this revolutionary trend and positioning to take a leading role in cell-based technology and therapeutics. The business model for~~ our ~~“Avalon~~Amended ~~Cell” platform is based on stringent criteria in the selection~~ and ~~evaluation~~Restated of2020 ~~candidate~~Stock ~~projects~~Incentive at different stages of their developmental cycle. We particularly focus on projects that have strong intellectual property and distinctive innovation, as well as being translational, application-driven, and commercialization-ready. Our technology-based platform, “Avalon Cell”, comprises four programs:Plan

● ~~Exosome technology~~12, small extracellular vesicles that have great potential to be used as a vehicle for drug delivery in the treatment of various diseases and biomarkers for early stage diagnosis. We have commenced developing collaborative sites at Weill Cornell Medical College676,634 MDshares ~~Anderson Cancer Center and Mayo Clinic in the United States, as well as Lu Daopei Hospital~~ of ~~Daopei~~our ~~Medical~~Common ~~Group~~Stock ~~and~~issuable Daupon Anconversion ~~Gene Co, Ltd., in China, focused on exosome-based diagnostics, therapeutics, bio-banking, as well as “Exosomics Big Data”, in the unmet areas~~ of ~~oral~~outstanding ~~cancer,~~Series ~~ovary~~C ~~cancer~~Convertible ~~and~~Preferred ~~liver fibrosis~~Stock;

● ~~Endothelial cells~~2,074,689 ~~namely~~shares ~~therapeutics~~of ~~involving the cells that line blood vessels and regulate exchanges between the bloodstream and surrounding tissue. These programs will occur with~~ our ~~collaborative~~Common ~~sites~~Stock atissuable ~~Weill~~upon ~~Cornell~~conversion ~~Medical College Department~~ of ~~Pathology~~outstanding ~~and~~Series ~~Ansary~~D ~~Stem~~Preferred ~~Cell Institute, focusing on standardization of endothelial cell banking and therapeutics~~Stock;

● ~~Regenerative~~13,000,000 ~~medicine~~shares of our Common Stock issuable upon conversion of outstanding Series E Preferred Stock; and

● ~~Cell-based~~788,283 ~~immunotherapy~~shares ~~(including~~of ~~cells~~our ~~such~~Common asStock ~~NK,~~issuable ~~DC-CIK,~~upon ~~CAR-T)~~conversion of outstanding convertible notes and related accrued interest.

Platform “Avalon Rehab”

A growing trend in China is in the sector of rehabilitation medicine. With our strong capabilities in integrating global technology and resources in physical medicine and rehabilitation, we will work towards positioning ourselves to take a leading role in this area through our “Avalon Rehab” platform. Our goal with this platform is to provide a turnkey, full suite of rehab services including physical therapy, occupational therapy, robotic engineering, cybernetics, and clinical nutrition. We will also engage in strategic partnership with our institutional clients, building the leading and most authoritative network of integrated physical medicine and rehabilitation, particularly for cancer rehab patients. We expect our initial flagship clinical bases for Avalon Rehab include: Hebei Yanda Lu Daopei Hospital, Beijing Lu Daopei Hospital, and Beijing Daopei Hematology Hospital, with participating strategic partners MD Anderson Cancer Center and Kessler Rehabilitation Institute. The focus will be on accretive acquisitions and joint venture strategic partnerships that are in revenue generating, cash flow positive positions to support biomedical innovation development while providing immediate shareholder value.

~~Revenue~~RISK FACTORS

~~GenExosome~~An investment in our securities involves a high ~~Technologies~~degree of risk. This prospectus contains a discussion of the risks applicable to an investment in our securities. Prior to deciding about investing in our securities, ~~Inc~~you should carefully consider the specific factors discussed within this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

~~Through our~~Risks ~~majority-owned~~Relating subsidiary, GenExosome Technologies, Inc., or GenExosome, we market and sell our proprietary exosome isolation systems. Exosomes are small extracellular vesicles that we believe may be used as a vehicle for drug delivery in the treatment of various diseases, and biomarkers for early stage diagnosis and as enhancements to ~~certain~~Our ~~cosmetic~~Business ~~treatments~~ and ~~procedures. We currently produce our isolation systems in China and the U.S., and sell these systems primarily to research laboratories and universities.~~Operations

~~Further, we~~We ~~generate~~have ~~revenue~~a bylimited ~~performing~~operating ~~development~~history ~~services~~in ~~for~~our current ~~hospitals~~business ~~and~~segments, ~~sales~~which ofmakes ~~related~~it ~~products~~difficult ~~developed~~ to ~~hospitals~~evaluate ~~through GenExosome~~our business and ~~Beijing~~future ~~Jieteng (GenExosome) Biotech Co~~prospects.~~, Ltd., or Beijing GenExosome, GenExosome’s wholly-owned subsidiary.~~

~~Avalon~~We have a limited operating history in our current RTbusinesses. 9We ~~Properties~~were initially pursuing a biotech platform and, ~~LLC~~through our acquisition of RPM in December 2025, have pivoted to primarily operating as an AI company. Because of this limited history, it is difficult to evaluate our proposed business and future prospects, including our ability to plan for and model future growth, and there is no guarantee that our AI platform or Keto Air businesses will result in profit or growth. Investors should consider the risks, expenses, and difficulties frequently encountered by companies in the early stage of development. There can be no assurance that we will successfully address any of these risks.

~~In May~~We ~~2017,~~have wea ~~acquired~~history ~~commercial~~of ~~property~~net ~~located~~losses ~~in Freehold, New Jersey. This property is now our corporate headquarters~~ and ~~contains~~ ~~several~~an ~~commercial tenants that generate revenue through rental income. The revenue generated from the commercial tenants~~accumulated ~~in our Freehold~~deficit, ~~New Jersey headquarters is facilitated through a management agreement with a company,~~ which israises ~~controlled~~substantial ~~by Wenzhao~~doubt ~~Lu,~~about our ~~major~~ability ~~shareholder~~to ~~and~~continue ~~chairman~~as ofa ~~the~~going ~~Board of Directors, based in the United States~~concern.

~~Avalon~~Our results of operations have not resulted in ~~Shanghai~~profitability. We incurred net losses from continuing operations of approximately $17.5 million and $7.0 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $105.9 million. There is no assurance that we will be successful in executing our business plan or that we will be able to curtail our losses. There is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm has included an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and ultimately generate revenue.

We ~~currently~~ ~~generate~~have ~~revenue~~not bygenerated ~~providing~~sustainable ~~medical~~revenue ~~related consulting services in advanced areas of immunotherapy and second opinion/referral~~since ~~services through Avalon (Shanghai) Healthcare Technology Co.~~inception, ~~Ltd., or Avalon Shanghai. Our medical related consulting services include research studies, executive education, daily online executive briefings, tailored expert advisory services,~~ and ~~consulting and management services. We typically charge an annual fee. Through our services~~ we ~~attempt~~may tonot ~~have~~be ~~our~~able ~~clients focus on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry~~ to ~~solve~~generate ~~those problems~~sufficient ~~through counsel, business planning and support. The~~ revenue ~~generated~~to ~~from~~achieve our related parties in China is managed by our employees residing in China and contactors who are retained as needed. Our contracts with the Ludaopei Hematology Research Institute Co., Ltd, a subsidiary of the Daopei Hospital Group (a related party of ours), expired as of March 31, 2018. On April 1, 2018, Avalon Shanghai entered into an advisory service contract with Beijing Ludaopei Blood Disease Research Institute Co., Ltd., a subsidiary of the Daopei Hospital Group (a related party of ours). Under the terms of the contract, we will receive advisory service fees in the aggregate amount of $300,000, of which $150,000 will be paid on or ~~before~~maintain ~~June 30, 2018 and the remaining $150,000 will be paid on or before September 30, 2018~~profitability. ~~The contract expires on December 31, 2018. Consulting services to be provided by Avalon Shanghai under the contract include:~~

●We ~~scientific~~have ~~research~~not ~~consulting~~yet ~~services;~~developed a meaningful customer base and have not generated sustainable revenue since inception. We are subject to the substantial risk of failure facing businesses seeking to develop and commercialize new products and technologies, and maintaining and improving our platform will require significant capital. Our Keto Air product has generated minimal revenue to date, and we anticipate that it will take approximately one year from the date of this prospectus for us to begin generating meaningful revenue from our Catch-Up platform. There can be no assurance that we will generate revenue at the levels we anticipate, or at all, and our failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

● integrate experts, medical institutions and other resources in the United States in support of scientific research;

● provide technical education and training; and

● assist in publication of academic papers.

~~Strategic~~We may not be successful in commercializing ~~Development~~our AI platform or our Keto Air product, either of which would materially harm our business.

We ~~intend~~ tomay ~~focus~~not onbe ~~three~~successful ~~components.~~in ~~The~~our ~~initial~~AI ~~component~~vodcasting and ~~will~~podcasting beplatform ~~focused~~businesses onor ~~acquiring~~our ~~and/or~~sales ~~managing~~of ~~fixed~~Keto ~~assets~~Air. ~~including healthcare~~Market ~~real~~acceptance ~~estate~~of asAI-driven ~~well~~offerings asis ~~stem~~uncertain, ~~cell~~and ~~banks.~~we Inwill ~~addition~~rely on other companies, wedevelopers, ~~intend~~and partners to ~~pursue~~build ~~the~~our ~~acquisition~~product offerings. Additionally, evolving laws and ~~development~~regulations ofin ~~healthcare~~areas such as ~~related~~privacy, ~~technologies~~intellectual ~~for~~property, ~~cell~~safety, ~~related~~competition, ~~diagnostics~~content regulation, and ~~therapeutics~~consumer ~~through~~protection ~~acquisition,~~may ~~licensing~~delay or ~~joint~~impede ~~ventures~~the ~~with~~development ~~major~~of ~~universities~~our products and ~~biotech companies~~services. WeOur ~~will~~Keto ~~also~~Air ~~consider~~product ais ~~third~~currently ~~avenue~~operating as an early-stage commercial activity, and we are continuing to evaluate the future strategic direction of ~~investing~~the inKeto ~~certain~~Air ~~technologies~~product ~~for~~line ~~cell~~as ~~related~~we assess its commercial performance. There can be no assurance ~~diagnostics~~that ~~and~~either ~~therapeutics~~of our current business segments will achieve market acceptance or commercial viability.

~~Recent~~Our Catch-Up platform is in an early stage ~~Developments~~of development and is based on new and evolving AI technologies, which are subject to significant uncertainty.

OnOur Catch-Up Vodcast and Podcast Platform is currently ~~March~~under ~~27,~~development ~~2018,~~and weis ~~repurchased~~based ~~520,000~~on ~~shares~~new ofand ~~our~~evolving ~~common~~AI ~~stock~~systems ~~from~~and atechnologies. ~~non-affiliated~~This ~~third~~exposes ~~party~~us ~~through~~to arisks ~~privately~~including ~~negotiated~~failure to gain market ~~transaction~~acceptance, atinability anto ~~aggregate~~secure ~~price~~sufficient ofintellectual ~~$522~~property rights,~~500,~~ proprietary rights of ~~which~~third ~~$2,500~~parties ~~was~~limiting ~~paid~~our marketing efforts, failure to anobtain ~~escrow~~sufficient ~~agent~~user asexposure, ~~share~~superior ~~repurchase~~competing ~~cost~~products, and the unpredictability of AI technology. WeOur ~~are~~platform inis currently ~~the~~in ~~process~~beta testing with a limited number of ~~cancelling~~users, ~~the~~and ~~certificates~~Phase ~~representing~~2 of the ~~shares~~platform of- ~~common~~which ~~stock~~will ~~repurchased~~expand our addressable market beyond podcasters - is currently in development and ~~returning~~expected ~~the~~to ~~shares~~launch in Q3 of ~~common stock~~2026. toThere ~~our~~can ~~treasury~~be asno ~~authorized~~assurance ~~but~~that ~~unissued~~Phase ~~shares~~2 ofwill ~~common~~be ~~stock~~completed on schedule or that it will achieve the commercial results we anticipate.

We ~~recently~~ ~~entered~~face ~~into~~intense ~~subscription~~competition agreements with two accredited investors pursuant to which they agreed to purchase an aggregate of 2,850,000 shares of our common stock for an aggregate purchase price of $4,987,500. The closing of this private placement is expected to occur in ~~the~~both ~~next few weeks. In connection with this private placement, we will be required to pay Boustead Securities, LLC, as placement agent, a cash fee equal to 7.0%~~ of ~~the gross proceeds received by us from such closing and issue to the placement agent warrants to purchase~~ our ~~common stock exercisable for a period of five years in an amount equal to 7.0% of the gross proceeds~~ ~~received~~business ~~by us from such closing~~segments, ~~divided by~~ and ~~exercisable~~many ~~at a strike price equal to 100%~~ of ~~the fair market value of~~ our ~~common stock~~competitors ashave ofsubstantially ~~the~~greater ~~date~~resources ofthan ~~the~~we ~~closing~~do.

~~Risk~~We face intense competition from numerous technology ~~Factors~~companies seeking to enter the generative AI-powered vodcasting and podcasting businesses. Many of our current and potential competitors have significantly larger market presence, greater name recognition, access to more potential customers, and substantially greater financial, technical, sales, marketing, management, support, and other resources than we do. In our consumer health technology segment, we compete with manufacturers and distributors of urine-based ketone test strips and other breath-based ketone monitoring devices, many of which have established retail distribution networks and marketing infrastructure that we currently lack. Our failure to compete effectively in either segment could have a material adverse effect on our business, financial condition, and results of operations.

~~An investment~~Our inbusiness ~~our~~is ~~common~~subject ~~stock~~to ~~involves~~rapid ~~a high degree of risk. You should consider and read carefully all of the risks and uncertainties~~technological ~~described in “Risk Factors” beginning on page 13~~change, ~~together with all of the other information contained in this prospectus, including our consolidated financial statements~~ and ~~related~~if ~~notes~~we ~~thereto~~fail ~~appearing~~to ~~elsewhere in this prospectus~~adapt, ~~before investing in~~ our ~~common stock. These risks could materially affect our~~ business, ~~financial~~may ~~condition~~be ~~and~~negatively ~~results of operations and cause the trading price of our common stock to decline~~impacted. You could lose part or all of your investment. You should bear in mind, in reviewing this prospectus, that past experience is no indication of future performance. You should read “Cautionary Note Regarding Forward-Looking Statements” for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

~~Emerging~~Our industry is subject to rapid technological ~~Growth~~change, ~~Company~~and ~~Status~~if we do not adapt to and appropriately allocate resources among emerging technologies and business models, our business may be negatively impacted. Competitors may adapt to emerging technologies or business models more quickly or effectively than we do. The generative AI industry in particular is evolving at an exceptionally rapid pace, and technologies, platforms, and distribution channels that are relevant to our business today may be superseded or disrupted in ways that we cannot currently anticipate.

We ~~are~~ anmay ~~“emerging~~encounter ~~growth~~difficulties ~~company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and we are~~associated ~~eligible~~with toearly-stage ~~take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public~~ companies that ~~are~~could ~~not~~adversely ~~emerging~~affect growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedoperations. ~~We intend to take advantage of these exemptions. As a result, investors may find investing in our shares of common stock less attractive.~~

~~In addition,~~We ~~Section~~may ~~107~~encounter ofnumerous ~~the~~difficulties ~~JOBS~~frequently encountered ~~Act~~by ~~also~~early-stage ~~provides~~companies, ~~that~~including animplementing ~~emerging~~our growth ~~company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933~~strategy, ascountering ~~amended~~competitors, orpursuing ~~the~~new ~~Securities Act~~users, ~~for complying with new~~maintaining oradequate ~~revised~~expense ~~accounting standards. As a result~~control, anattracting ~~emerging~~and ~~growth~~retaining ~~company~~qualified ~~can~~personnel, ~~delay~~reacting ~~the~~to ~~adoption~~user ofpreferences, ~~certain~~successfully ~~accounting~~launching ~~standards~~products, ~~until~~and ~~those~~maintaining ~~standards~~regulatory ~~would otherwise apply to private companies~~compliance. WeFailure ~~elected~~ to ~~opt~~address ~~out~~any of ~~such~~these ~~extended~~factors ~~transition~~could ~~period~~have ~~and acknowledge~~a ~~such~~material ~~election~~adverse iseffect ~~irrevocable~~on ~~pursuant~~our tobusiness, ~~Section~~financial condition, ~~107~~results of ~~the~~operations, ~~JOBS~~and ~~Act~~future prospects.

~~We could~~Our ~~remain~~success andepends ~~emerging~~on ~~growth company for up to five years, or until~~ the ~~earliest~~continued services of ~~(1) the last day of the first fiscal year in which~~ our ~~annual~~key ~~gross revenues exceed $1.07 billion~~personnel, ~~(2)~~ the ~~date~~loss ~~that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value~~ of ~~our~~whom ~~shares~~could ofmaterially ~~common~~harm ~~stock that is held by non-affiliates exceeds $700 million as of the last business day of~~ our ~~most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1~~business.~~0 billion in non-convertible debt during the preceding three-year period.~~

~~Corporate~~Our success depends on the continuing services ~~Information~~of Wenzhao Lu, our Chairman, Meng Li, Luisa Ingargiola, our Chief Financial Officer, our other executive officers, and Michael Mathews, the Chief Executive Officer of RPM. The loss of any of these individuals could have a material and adverse effect on our business operations. The supply of qualified technical, professional, managerial, and other personnel is currently constrained, and competition for qualified employees is intense. In particular, our former Chief Executive Officer, David Jin, was instrumental in sourcing our Keto Air distribution rights through his personal industry relationships, and the loss of his services could adversely affect the continuation and development of that segment.

~~We were~~Our ~~incorporated~~strategy ~~under the laws~~ of ~~the~~continuing ~~State~~to ofevaluate ~~Delaware on July 28, 2014 under the name Global Technologies Corp. On October~~additional ~~18,~~possible ~~2016,~~acquisitions weto ~~changed~~supplement our ~~name~~operations toinvolves ~~Avalon~~significant ~~GloboCare~~risks, ~~Corp.~~ and ~~completed~~we amay ~~reverse~~not ~~split~~be ofable ~~our~~to ~~shares~~identify, ofcomplete, ~~common~~or ~~stock~~successfully integrate atany asuch ~~ratio of 1:4~~acquisitions.

We ~~own~~ ~~100%~~are ofactively ~~the~~evaluating ~~capital~~complementary ~~stock of Avalon Healthcare Systems, Inc., a Delaware company, or AHS, which we acquired on October 19,~~possible ~~2016.~~artificial ~~AHS~~intelligence ~~was~~acquisitions ~~incorporated~~that ~~on May 18, 2015 under the laws of the State of Delaware. In addition,~~ we ~~own~~believe ~~through~~could ~~AHS~~generate ~~100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai, which is a wholly foreign~~near-~~owned~~term ~~enterprise, or~~revenue ~~WOFE,~~to ~~organized~~supplement ~~under~~our ~~the~~current ~~laws of the People’s Republic of China, or PRC or China~~operations. ~~Avalon Shanghai was incorporated on~~Strategic ~~April 29~~transactions, ~~2016~~including ~~and is engaged in medical related consulting services for customers. On February 7~~mergers, ~~2017~~acquisitions, wejoint ~~formed Avalon RT 9 Properties~~ventures, ~~LLC, a New Jersey limited liability company,~~ and ~~on January 23~~investments, ~~2017,~~involve werisks ~~incorporated~~including ~~Avalon~~the ~~(BVI)~~ability ~~Ltd, a British Virgin Islands company (dormant,~~ to beintegrate ~~dissolved in 2018). In July 2017~~personnel, labor ~~we formed GenExosome Technologies Inc.~~models, ~~a Nevada corporation~~financial, or ~~GenExosome.~~information ~~On October 25~~technology, ~~2017, we~~ and ~~GenExosome~~other ~~entered~~systems ~~into~~successfully; adisruption ~~Securities Purchase Agreement pursuant to which we acquired 600 shares~~ of ~~GenExosome~~ongoing inbusiness; ~~consideration~~distraction of ~~$1,326,087 in cash~~ management; and ~~500,000~~the ~~shares~~possibility of ~~our~~material ~~common~~impairments ~~stock.~~of Ongoodwill ~~October~~or ~~25,~~other ~~2017,~~assets. ~~GenExosome entered~~We ~~into~~may ~~and~~not ~~closed~~realize anthe ~~Asset~~anticipated ~~Purchase~~benefits ~~Agreement~~from ~~with~~such ~~Yu Zhou, MD, PhD, pursuant to which we acquired all assets, including~~transactions ~~all~~and ~~intellectual~~may ~~property,~~be ~~held~~exposed ~~by Dr. Zhou pertaining~~ to ~~the~~additional ~~business~~liabilities of ~~researching,~~any ~~developing~~acquired ~~and~~business. ~~commercializing~~We ~~exosome technologies~~have inpreviously ~~consideration~~pursued ~~of $876,087 in cash, 500,000 shares of our common stock~~ and ~~400~~terminated ~~shares~~multiple ~~of common stock of GenExosome.~~acquisition ~~As a result of the above~~ transactions, weincluding ~~hold~~our ~~60%~~proposed ofmerger ~~GenExosome~~with ~~and~~YOOV ~~Dr.~~Group ~~Zhou~~Holding ~~holds 40% of GenExosome. On October 25~~Limited, ~~2017, GenExosome entered into~~ and ~~closed~~there acan ~~Stock~~be ~~Purchase~~no ~~Agreement~~assurance ~~with~~that ~~Beijing~~future ~~Jieteng~~acquisition ~~(GenExosome)~~efforts will ~~Biotech~~result ~~Co. Ltd., a corporation incorporated~~ in ~~the~~completed ~~People’s~~transactions ~~Republic of China~~or, ~~Beijing~~if ~~GenExosome~~completed, ~~and~~that ~~Dr.~~such ~~Zhou,~~transactions ~~the~~will ~~sole~~deliver ~~shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of~~ the ~~issued~~anticipated ~~and~~strategic ~~outstanding~~or ~~securities~~financial ~~of Beijing GenExosome in consideration of a cash payment in the amount of $450,000~~benefits.

We depend on third parties for supplies and services critical to our Keto Air business, and any disruption could adversely affect our operations.

We depend on third parties to provide supplies and services critical to our Keto Air business and are heavily reliant on third-party ground and air travel for transport of supplies. Disruptions to supply and services could have a material adverse effect on our Keto Air business. We source the Keto Air device from a single Hong Kong-based technology group pursuant to an exclusive distribution agreement, and any disruption to that supply relationship - whether due to manufacturing issues, geopolitical developments, shipping disruptions, or other factors - could impair our ability to fulfill customer orders and sustain revenue from this segment.

The termination of our proposed merger with YOOV Group Holding Limited may continue to adversely affect our business, financial condition, and stock price.

The termination of the proposed merger with YOOV Group Holding Limited may adversely affect our stock price, business, financial condition, and ability to raise capital; result in unrecoverable costs; harm our reputation and relationships with investors, business partners, customers, vendors, and employees; create strategic uncertainty; and expose us to potential litigation or regulatory proceedings. The three-year non-disparagement covenant in the Mutual Termination and Release Agreement may also limit certain communications relating to the proposed merger and its termination.

Risks Relating to Artificial Intelligence and Technology

The use of AI in our platform may give rise to legal liability, reputational harm, and regulatory scrutiny.

Our use of AI in our vodcasting and podcasting platform may give rise to risks related to harmful content, inaccuracies, discrimination, intellectual property infringement or misappropriation, defamation, data privacy, and cybersecurity. We intend to deploy open-source third-party AI systems that are relatively new to the commercial market and may at times generate inaccurate or low-quality content, which could lead to reputational harm and legal liability. Unintended consequences of AI tools may negatively affect human rights, privacy, employment, or other social concerns, resulting in claims, lawsuits, brand or reputational harm, and increased regulatory scrutiny.

~~The~~Our Catch-Up platform's AI avatar feature, ~~following~~which ~~diagram~~replicates ~~illustrates~~individual ~~our~~voices ~~corporate~~and ~~structure~~likenesses, asexposes ofus ~~the~~to ~~date~~significant legal risks under right of ~~this~~publicity, ~~prospectus:~~biometric privacy, and related laws.

~~Our~~The Catch-Up platform generates AI-produced video ~~principal~~content ~~executive~~featuring ~~offices~~avatars ~~are~~that ~~located~~replicate atthe ~~4400~~voice ~~Route~~and 9likeness ~~South~~of content creators. This functionality implicates state right of publicity laws across the United States, ~~Suite~~which ~~3100~~protect individuals against the unauthorized commercial use of their name, ~~Freehold~~image, ~~New~~voice, ~~Jersey~~and ~~07728~~likeness. Laws ~~Our~~governing ~~telephone~~AI-generated ~~number~~synthetic ~~is (646)~~media ~~762-4517.~~depicting ~~Our~~real ~~website~~individuals ~~address~~vary issignificantly ~~www.avalon-globocare.com.~~across ~~The~~states ~~information~~and ~~contained~~are onrapidly evolving, orwith particularly ~~that~~robust ~~can~~statutory beframeworks ~~accessed~~in ~~through~~California, New York, and Texas, among others. Several states have recently enacted or are ~~our~~actively ~~website~~considering islegislation ~~not~~specifically aaddressing ~~part~~AI-generated ofsynthetic ~~this~~media ~~prospectus~~and voice cloning.

Additionally, the collection and processing of voice and likeness data through our platform's avatar generation feature may implicate obligations under state biometric data privacy laws, including the Illinois Biometric Information Privacy Act ("BIPA") and similar statutes in other states, which impose specific consent, notice, retention, and data security requirements on the collection and use of biometric identifiers, including voiceprints. Failure to comply with applicable right of publicity or biometric privacy laws could result in significant legal liability, regulatory enforcement actions, and reputational harm. There can be no assurance that the consent and authorization process we have implemented for our platform's beta users will be sufficient to satisfy all applicable legal requirements as such laws continue to develop.

The content generated by our platform may infringe the intellectual property rights of third parties, which could expose us to significant liability.

Our platform's content sourcing feature automatically scrapes and curates video content from the internet for inclusion in AI-generated videos. This process may result in the reproduction or republication of content that is protected by copyright or other intellectual property rights of third parties. While we intend to implement appropriate content identification and licensing measures, there can be no assurance that all content sourced by our platform will be free of third-party intellectual property claims. If third parties claim that we infringe their intellectual property, it may result in costly litigation. We may not be able to adequately protect our proprietary technology, and competitors may be able to offer similar products and services. Any such claims, regardless of their merit, could result in significant legal costs, distract management, and adversely affect our business.

We may not be able to protect our intellectual property rights, which could impair our competitive position.

We may face uncertainty and difficulty in obtaining and enforcing our patents and other proprietary rights. Patent applications may not result in issued patents, and even if issued, they may not provide meaningful protection. The Leahy-Smith America Invents Act introduced procedures that may make it easier for third parties to challenge issued patents. Filing, prosecuting, and defending patents in all countries would be prohibitively expensive, and intellectual property rights in some countries outside the United States may be less extensive. We have filed three provisional patent applications in connection with our Catch-Up platform, and there can be no assurance that any patents will issue from these applications, or that any issued patents will provide meaningful competitive protection. Additionally, certain patents in our cellular therapy portfolio are co-owned with MIT and Arbele, and our ability to license or enforce such patents unilaterally may be limited by the terms of our co-ownership arrangements.

Laws and regulations governing artificial intelligence are rapidly evolving, and compliance may be costly and uncertain.

Laws and regulations affecting AI are continually evolving. Compliance with new laws can be costly and time-consuming, and we could be subject to regulatory enforcement actions or litigation if we fail to comply. There is substantial uncertainty about the nature, direction, severity, and granularity of future AI regulation. Government bodies have implemented laws and are considering further regulating AI and machine learning, which could negatively impact our ability to use these technologies. New and changed rules regarding privacy, data protection, and cross-border transfers of customer information could cause us to delay planned uses and disclosures of data. The European Union's Artificial Intelligence Act, which entered into force in 2024, may impose specific obligations on AI systems that generate synthetic media depicting real individuals. To the extent our platform is accessed by users in the European Union, we may become subject to these obligations, compliance with which could require significant operational and legal resources.

~~The~~Our platform's content may be restricted ~~Offering~~or removed by major social media and content distribution platforms, which could significantly impair the utility and commercial appeal of our product.

~~Common~~The ~~stock~~Catch-Up ~~offered~~platform byis usdesigned Ato ~~minimum~~generate content offor ~~$10~~distribution across major social media and content platforms,~~000~~ including YouTube,~~000~~ TikTok, Instagram, and others. Each of ~~shares~~these platforms maintains content policies governing the disclosure and permissibility of ~~common~~AI-generated ~~stock~~content, synthetic media, and aavatar-based representations ~~maximum~~of real individuals. These policies are subject to frequent revision and vary across platforms. Failure to comply with applicable platform content policies could result in the removal of ~~$30~~content generated through our platform,~~000,000~~ the suspension or termination of ~~shares~~creator accounts on those platforms, or other restrictions that could adversely affect the utility and commercial appeal of ~~common~~our ~~stock~~platform to content creators, and in turn our ability to generate revenue.

Price per share	We currently estimate that the public offering price will be $ per share of common stock.
Best efforts	The underwriter is selling our shares of common stock on a “best efforts” basis. Accordingly, the underwriter has no obligation or commitment to purchase any securities. The underwriter is not required to sell any specific number or dollar amount of common stock but will use its best efforts to sell the shares of common stock offered. We do not intend to close this offering unless we sell at least a minimum number of shares of common stock, at the price per share set forth on the cover page of this prospectus, to result in sufficient proceeds to list our shares of common stock on the Nasdaq Capital Market.
Offering period	The shares of common stock are being offered for a period of 180 days commencing on the date of this prospectus. If the minimum offering amount is not raised within 180 days from the date of this prospectus, all subscription funds from the escrow account will be returned to investors promptly without interest or deduction of fees. The offering may close or terminate, as the case may be, on the earlier of (i) any time after the minimum offering amount of our shares of common stock is raised, or (ii) 180 days from the date of this prospectus although we retain the right to terminate the offering prior to the expiration of the 180-day period. If we raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us.
Escrow account	The gross proceeds from the sale of the shares of common stock in this offering will be deposited by wire transfer in a non-interest bearing escrow account maintained by the escrow agent, Signature Bank, at 950 Third Avenue, New York, New York 10022. All wire transfers will be wired directly to the escrow account. The funds will be held in escrow until the escrow bank, Signature Bank, has advised us and the escrow agent that it has received a minimum of $10,000,000, the minimum offering, in cleared funds. If we do not receive the minimum of $10,000,000 within 180 days from the date of this prospectus, all funds will be returned to purchasers in this offering by noon of the next business day after the termination of the offering, without charge, deduction or interest. Prior to such date, in no event will funds be returned to you unless the offering is terminated. You will only be entitled to receive a refund of your subscription price if we do not raise a minimum of $10,000,000 within 180 days from the date of this prospectus. No interest will be paid either to us or to you. See “Underwriting.”

Our business depends on the reliable performance of third-party cloud and infrastructure providers, and any disruption to these services could adversely affect our operations.

We intend to rely on third-party providers for computing infrastructure, secure network connectivity, and other technology-related services. Any disruption in services provided by such third-party providers could adversely affect our business. These providers may take actions beyond our control, including discontinuing or limiting access to their cloud platform, increasing pricing terms, terminating contractual relationships, or establishing more favorable relationships with our competitors.

Cybersecurity breaches or incidents could damage our reputation and adversely affect our business.

Security breaches and attacks against our systems and network could damage our reputation and negatively impact our business. As a small company with limited resources, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including distributed denial-of-service attacks, viruses, malicious software, phishing attacks, and social engineering. Breaches could result in unauthorized access, misappropriation of information, deletion or modification of user or consumer information, or denial-of-service interruptions. Our current data footprint is limited - consisting primarily of email communications, consumer purchase data collected through Keto Air sales, and content creator data gathered through our limited Catch-Up beta program - but will expand significantly as our platform scales commercially. Any material cybersecurity incident could adversely affect our reputation, expose us to regulatory enforcement, and result in significant costs.

We are subject to data privacy and security laws that impose significant compliance obligations, and any failure to comply could result in material liability.

We are subject to laws and regulations concerning privacy, information security, data protection, consumer protection, and protection of minors, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and similar state laws. Compliance has required significant operational resources and expenses. Any failure or perceived failure to comply with privacy-related obligations may result in governmental enforcement actions, investigations, litigation, or public statements against us, and could cause users to lose trust in our products and services. The collection and processing of voice and likeness data through our Catch-Up platform's avatar generation feature may also implicate obligations under applicable biometric data privacy laws, including the Illinois Biometric Information Privacy Act and similar state statutes, and we are continuing to evaluate our compliance obligations in this area.

Risks Relating to Our Capital Structure and Nasdaq Listing

We will need to raise additional capital to fund our operations and growth, and we may not be able to do so on acceptable terms, or at all.

We are currently operating at a loss and expect our operating costs to increase significantly. As of December 31, 2025, we had cash from continuing operations of approximately $0.1 million. We will need to raise additional capital or generate substantial revenue to support our development and commercialization efforts. We have no arrangements or credit facilities currently in place as a source of funds, and there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all. If we are unable to raise additional capital as needed, we may be required to curtail or cease our operations, delay or reduce the scope of our development activities, or relinquish rights to certain of our assets or technologies.

~~Common~~We ~~stock~~have ~~to be~~ outstanding ~~immediately~~indebtedness ~~after~~that ~~this~~could adversely ~~offering~~affect ~~shares~~our offinancial ~~common~~condition ~~stock~~and ~~if the minimum offering amount is sold in this offering; or shares of common stock if the maximum offering amount is sold in this offering~~liquidity.

~~Use~~As of ~~proceeds~~December We31, ~~intend~~2025, towe ~~use~~had ~~the~~approximately $1.1 ~~net~~million ~~proceeds~~of outstanding indebtedness (excluding $5.8 million of outstanding indebtedness from ~~this~~discontinued ~~offering~~operations). ~~for~~If ~~the~~we ~~implementation~~are unable ofto generate sufficient cash to repay our ~~business~~debt ~~plan~~obligations ~~including~~when ~~mergers~~they ~~and~~become ~~acquisitions~~due, ~~debt~~we ~~repayment,~~may ~~laboratory~~not ~~and~~be ~~clinical~~able ~~trials,~~to ~~general~~obtain ~~and~~additional ~~administrative~~debt ~~expenses~~or equity ~~and~~financing ~~working~~on ~~capital~~favorable terms. ~~See~~If ~~“Use~~we ofbreach ~~Proceeds~~any undertakings or default on any obligations under our agreements with lenders, our outstanding indebtedness could become immediately due and payable.”

~~Current~~Future ~~trading~~sales onand ~~OTCQB~~issuances ~~Marketplace~~of ~~Our~~our ~~common~~securities could ~~stock~~result ~~currently~~in isadditional ~~quoted~~dilution onof the ~~OTCQB~~percentage ~~Marketplace~~ownership ~~under~~of ~~the~~our ~~symbol~~stockholders ~~“AVCO~~and could cause our share price to fall.”

~~Anticipated~~We ~~Listing~~expect Inthat ~~connection~~significant ~~with~~additional ~~this~~capital will ~~offering~~be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company. To the extent we ~~intend~~raise toadditional ~~list~~capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, onconvertible ~~the~~securities ~~Nasdaq~~or ~~Capital~~other ~~Market~~equity securities ~~under~~in ~~the~~one ~~symbol~~or ~~“AVCO~~more transactions at prices and in a manner we determine from time to time.” If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

~~Risk~~Future ~~factors~~issuances ~~You~~of ~~should~~our ~~read~~securities, ~~the~~including upon ~~“Risk~~conversion ~~Factors”~~of ~~section~~our ofoutstanding ~~this~~preferred ~~prospectus~~stock, ~~for~~will adilute ~~discussion~~the ofownership ~~factors~~interests toof ~~consider~~our ~~carefully~~existing ~~before~~stockholders ~~deciding~~and tomay ~~invest~~depress inthe trading ~~shares~~price of our common stock.

~~The~~Stockholders may experience dilution of their ~~number~~ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that ~~will~~are convertible beinto ~~outstanding~~or ~~immediately~~exercisable ~~after~~for ~~this~~common ~~offering~~or ispreferred ~~based~~stock. onAs 69of the date of filing,~~758~~ we have issued 3,~~622~~077 shares of Series C Preferred Stock, 5,000 shares of Series D Preferred Stock, and 19,500 shares of Series E Preferred Stock. The future issuance of any such additional shares may create downward pressure on the trading price of our common stock. As of December 31, 2025, we had: 41,169 shares issuable upon exercise of outstanding asstock options; 95,746 shares issuable upon exercise of ~~March~~outstanding 31stock warrants (not including shares being offered hereunder which are issuance upon exercise of the Warrants); 12,676,634 ~~2018.~~shares ~~This~~issuable ~~calculation~~upon ~~excludes~~conversion of outstanding Series C Preferred Stock; 2,~~410~~074,~~000~~689 shares issuable upon conversion of ~~common~~outstanding ~~stock~~Series D Preferred Stock; 13,000,000 shares issuable upon ~~exercise~~conversion of ~~stock~~outstanding ~~options~~Series ~~outstanding~~E asPreferred Stock; and 788,283 shares issuable upon conversion of ~~March~~outstanding 31convertible notes and related accrued interest. If these shares are sold or perceived to be sold in the public market, ~~2018~~the price of our common stock could decline.

~~On February~~Our ~~26,~~Series ~~2018,~~E weNon-Voting ~~received~~Convertible ~~written consent in lieu of a meeting of stockholders from holders of shares of our common stock~~Preferred ~~representing~~Stock ~~approximately~~is ~~72.6%~~subject ofto ~~the~~an ~~total~~Exchange ~~issued~~Cap and ~~outstanding~~requires ~~shares~~stockholder ofapproval ~~our~~under ~~common~~Nasdaq ~~stock~~Listing ~~and~~Rule a5635 ~~unanimous~~prior ~~written consent of our board~~ to ~~approve a reverse stock split of our common stock at a ratio between 1-for-2 to 1-for-10~~conversion, ~~such~~and ~~ratio~~there to can be ~~determined by~~no ~~our~~assurance ~~board. We currently anticipate~~ that we will ~~effect~~obtain asuch ~~reverse stock split in any ratio up to 1-for-10 of our common stock, pending effectiveness of stockholder~~ approval. ~~All share numbers and prices per share reflected in this prospectus are on a pre-split basis and do not reflect the proposed reverse stock split.~~

Our Series E Preferred Stock is convertible into shares of our common stock at a conversion price of $1.50 per share, subject to: (i) a beneficial ownership cap of 4.99% applicable to each holder; (ii) an Exchange Cap that prevents the issuance of shares of common stock upon conversion in excess of the number of shares we may issue without breaching our obligations under applicable Nasdaq listing rules and regulations; and (iii) the receipt of stockholder approval in accordance with Nasdaq Listing Rule 5635. There can be no assurance that our stockholders will approve the conversion of the Series E Preferred Stock. If such approval is not obtained, the Series E Preferred Stock will remain unconverted, which could adversely affect our ability to raise additional capital, may require us to redeem the Series E Preferred Stock, and could have a material adverse effect on our business and financial condition.

~~Summary~~We ~~Consolidated~~must ~~Financial~~maintain compliance with Nasdaq ~~Data~~continued listing standards, and there can be no assurance that we will be able to do so.

~~The following~~We ~~tables~~are ~~summarize~~required ~~our~~to ~~historical~~comply ~~consolidated~~with ~~financial~~certain ~~data.~~Nasdaq rules Weincluding ~~have~~those ~~derived~~regarding ~~the~~minimum ~~historical~~stockholders' ~~consolidated~~equity, ~~statements~~minimum ~~of operations~~share ~~data~~price, ~~for~~and ~~the~~certain ~~years~~corporate ~~ended~~governance ~~December~~requirements. ~~31,~~If ~~2017~~we fail to comply with these rules and ~~2016~~are delisted, ~~and~~we ~~the~~could ~~historical~~face ~~consolidated~~significant ~~balance~~consequences ~~sheet~~including ~~data~~limited asavailability of ~~December 31~~market quotations, reduced ~~2017~~liquidity, ~~from~~a determination that our ~~audited~~common ~~consolidated~~stock ~~financial~~is ~~statements~~a ~~included~~"penny ~~elsewhere~~stock," inlimited ~~this~~news ~~prospectus.~~and ~~The~~analyst ~~following~~coverage, ~~summary~~and ~~consolidated~~a decreased ~~financial~~ability ~~data~~to ~~should~~issue beadditional ~~read~~securities inor ~~conjunction~~obtain ~~with~~additional ~~the~~financing. ~~section~~We ~~titled~~previously ~~“Management’s~~received ~~Discussion~~a ~~and~~deficiency ~~Analysis~~notice offrom ~~Financial~~Nasdaq ~~Condition~~relating to our minimum stockholders' equity, and ~~Results~~while we believe the completion of ~~Operations”~~the ~~and~~RPM ~~our~~acquisition ~~consolidated~~has ~~financial~~resolved ~~statements~~that ~~and~~deficiency, ~~related~~there ~~notes~~can be ~~included~~no ~~elsewhere~~assurance inthat ~~this~~Nasdaq ~~prospectus~~will confirm such resolution or that we will not face future listing deficiencies. ~~Our~~ ~~historical~~If ~~results~~we are ~~not~~unable ~~necessarily~~to ~~indicative~~maintain listing of ~~the~~our ~~results~~securities ~~that~~on The Nasdaq Capital Market or another reputable stock exchange, it may be ~~expected~~more indifficult for stockholders to sell their securities, and a delisting is likely to reduce the ~~future~~liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.

~~Consolidated~~Significant related party transactions, ~~Statements~~including the sale of ~~Operations~~our ~~Data:~~Route 9 property to a director, create conflicts of interest and could adversely affect stockholder confidence in our corporate governance.

	For the Year Ended December 31, 2017			For the Year Ended December 31, 2016
Revenues
Real property rental	$	828,663		$	—
Medical related consulting services - related parties		222,611			616,446
Development services and sales of developed products		26,276			—
Total revenues		1,077,550			616,446
Costs and expenses
Real property operating expenses		542,371			—
Medical related consulting services - related parties		272,400			73,066
Development services and sales of developed products		15,016			—
Total costs and expenses		829,787			73,066
Real property operating income		286,292			—
Gross (loss) profit from medical related consulting services		(49,789	)		543,380
Gross profit from development services and sales of developed products		11,260			—
Compensation and related benefits		1,291,183			10,088
Professional fees		1,033,308			395,780
Impairment loss		1,321,338			—
Total other operating expenses		4,125,626			466,447
Total other (expense) income, net		(171,782	)		575
Income taxes		—			21,927
Net (loss) income	$	(4,049,645	)	$	55,581
Net (loss) income attributable to Avalon GloboCare Corp. common shareholders		(3,464,285	)		55,581
Net (loss) income per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted	$	(0.05	)	$	0.00
Weighted average common shares outstanding - basic and diluted		65,033,472			51,139,475

On February 18, 2026, we completed the sale of 100% of the membership interests of Avalon RT 9 Properties, LLC to Wenzhao Lu, the Chairman of our Board of Directors, for a total aggregate purchase price of approximately $9,000,000. This transaction, as well as other related party transactions in our history - including the exchange of Series A Preferred Stock for Series D Preferred Stock by our Chairman - involve members of our board of directors or their affiliates. Although all such transactions have been reviewed and approved by our Board of Directors, with the participation of disinterested directors, and in accordance with our related party transaction policy, related party transactions present inherent conflicts of interest and could adversely affect stockholder confidence in our corporate governance practices and the integrity of our financial disclosures.

Our officers, directors, and significant stockholders collectively hold a significant percentage of our outstanding common stock, which may limit the ability of other stockholders to influence corporate decisions.

Our officers, directors, and 5% stockholders and their affiliates beneficially own a significant percentage of our outstanding common stock. As a result, these stockholders have significant influence and may be able to determine all matters requiring stockholder approval, including elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transactions. This concentration of ownership may make it difficult for other stockholders to influence significant corporate decisions, may discourage potential acquirors from pursuing a business combination with us, and may have a depressive effect on the trading price of our common stock.

Provisions in our charter documents and Delaware law may have anti-takeover effects that could prevent a change of control that stockholders may consider favorable.

Our Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock with powers, rights, and preferences designated by it, which could be used to create voting impediments or frustrate persons seeking to effect a takeover. Delaware law also prohibits corporations from engaging in a business combination with any holders of 15% or more of their capital stock until the holder has held the stock for three years unless the Board of Directors approves the transaction. These provisions, together with our outstanding preferred stock, could have the effect of delaying, deferring, or preventing a change of control that stockholders might otherwise consider to be in their best interests.

Our common stock price has been and may continue to be highly volatile, and stockholders could suffer substantial losses.

The price of our common stock has been, and is expected to continue to be, volatile. The stock market in general, and the market for smaller technology and healthcare companies in particular, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. Factors that may cause volatility in our stock price include, among others, our quarterly financial results, announcements regarding our platform development, changes in analyst estimates, developments in the AI industry, and broader market conditions. Stockholders may not be able to sell their shares at or above the price at which they purchased them.

Risks Relating to General Economic and Market Conditions

Adverse economic conditions could reduce demand for our products and services and harm our business.

Our business is susceptible to market conditions and risks associated with the digital entertainment and consumer health industries. Economic conditions that negatively impact discretionary consumer spending, including inflation, slower growth, unemployment levels, tax rates, interest rates, energy prices, declining consumer confidence, recession, and other macroeconomic conditions, including those resulting from geopolitical issues and uncertainty, could have a material adverse impact on our business and results of operations. Demand for consumer health products such as Keto Air, and for subscription-based content creation tools such as our Catch-Up platform, may be disproportionately affected by economic downturns that reduce consumer and business discretionary spending.

~~Consolidated~~Geopolitical ~~Balance~~developments and trade restrictions, ~~Sheet~~including ~~Data:~~those affecting our supply chain for the Keto Air device, could adversely affect our operations.

	As of December 31, 2017
				As Adjusted
	Actual			Minimum offering (1)			Maximum offering (2)
Cash	$	3,027,033		$	11,527,033		$	30,127,033
Total current assets		3,234,977			11,734,977			30,334,977
Working capital (deficit)		(2,125,207	)		6,374,793			24,974,793
Total assets		12,669,033			21,169,033			39,769,033
Total current liabilities		5,360,184			5,360,184			5,360,184
Total liabilities		5,360,184			5,360,184			5,360,184
Total Avalon GloboCare Corp. stockholders’ equity		7,894,243			16,394,243			34,994,243
Non-controlling interest		(585,394	)		(585,394	)		(585,394	)
Total equity	$	7,308,849		$	15,808,849		$	34,408,849
Total liabilities and equity		12,669,033			21,169,033			39,769,033

We source the Keto Air breathalyzer device from a Hong Kong-based technology group and rely on international shipping and logistics for delivery of inventory to North America. Geopolitical tensions, trade restrictions, tariffs, export controls, or other regulatory developments affecting U.S.-China or U.S.-Hong Kong trade could disrupt our supply chain, increase our costs, or prevent us from sourcing sufficient inventory to meet customer demand. Any such disruption could have a material adverse effect on our consumer health technology segment.

~~(1)~~Changes ~~The as adjusted column~~ in ~~the~~government ~~consolidated~~spending ~~balance~~priorities and ~~sheet~~regulatory ~~data~~policy ~~table~~could ~~above~~affect ~~reflects the receipt of approximately $8,500,000 in net proceeds from~~ our ~~sale~~business ~~of shares of common stock~~ in ~~this~~ways ~~offering~~we atcannot ~~an assumed public offering price of $ per share, after deducting estimated underwriting commissions (7~~predict.~~0%) and estimated offering expenses payable by us.~~

~~(2)~~Our ~~The~~ability asto ~~adjusted~~obtain ~~column~~reimbursement or funding from federal programs may be impacted by possible reductions in ~~the~~federal ~~consolidated~~spending. ~~balance~~The ~~sheet~~U.S. ~~data~~federal ~~table~~budget ~~above~~remains ~~reflects~~subject to significant uncertainty, and government cost reduction initiatives may impact the ~~receipt~~ability of ~~approximately~~relevant ~~$27~~agencies such as the FDA to continue to function at current levels. Additionally,~~100,000~~ changes in ~~net~~federal ~~proceeds~~regulatory ~~from~~priorities ~~our~~with ~~sale~~respect ~~of shares~~to ofartificial ~~common~~intelligence, ~~stock~~data inprivacy, ~~this~~or ~~offering~~consumer protection atcould anresult ~~assumed~~in ~~public~~new ~~offering~~or ~~price~~more ofstringent ~~$ per~~requirements ~~share,~~being ~~after~~imposed ~~deducting~~on ~~estimated~~our ~~underwriting~~business, ~~commissions~~which ~~(7.0%)~~could ~~and~~require ~~estimated~~significant ~~offering~~compliance resources ~~expenses~~and ~~payable~~adversely byaffect usour operations.

Risks Related to the Resale of the Shares

The Selling Shareholders may choose to sell the Shares at prices below the current market price.

The Selling Shareholders are not restricted as to the prices at which they may sell or otherwise dispose of the Shares covered by this prospectus. Sales or other dispositions of the Shares below the then-current market prices could adversely affect the market price of our Common Stock.

A large number of shares of Common Stock may be sold in the market following this offering, which may significantly depress the market price of our Common Stock.

The Shares sold in the offering will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares of Common Stock may be sold in the public market following this offering. If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell Common Stock.

Neither we nor the Selling Shareholders have authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus, including the documents incorporated by reference herein and therein. We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. Neither we nor the Selling Shareholders have authorized any other party to provide you with information concerning us or this offering, and recipients should not rely on this information.

You may experience future dilution as a result of issuance of the Shares, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of the Shares and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.

In order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock or securities convertible into Common Stock in future transactions may be higher or lower than the prices per share per share. ln addition, the exercise price of the Warrants for the Warrant Shares may be or greater than the price per share previously paid by certain investors. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs. In addition, the issuance of the Shares and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

~~RISK~~MARCH ~~FACTORS~~2026 PRIVATE PLACEMENT

~~You should~~On ~~carefully~~February ~~consider~~26, 2026, the ~~following~~Purchase ~~material~~Agreements ~~risk~~with ~~factors~~certain asinstitutional ~~well~~investors asfor ~~all~~the ~~other~~issuance ~~information~~and ~~set~~sale ~~forth or referred to~~ in ~~this prospectus~~a ~~before~~private ~~purchasing~~placement ~~shares~~(the “Private Placement”) of ~~our~~(i) ~~common~~490,197 ~~stock.~~Common ~~Investing~~Shares inat ~~our common stock involves~~ a ~~high~~purchase ~~degree~~price of ~~risk~~$0.51 Weper ~~believe all~~Share; ~~material~~(ii) ~~risk~~Pre-Funded ~~factors~~Warrants ~~have~~at ~~been~~a ~~presented~~purchase ~~below.~~price ~~If any~~ of ~~the~~0.5099 ~~following~~per ~~events~~Pre-Funded Warrant orto ~~outcomes~~purchase ~~actually~~up ~~occurs,~~to ~~our~~an ~~business~~aggregate ~~operating results~~of ~~and~~5,882,353 ~~financial~~Pre-Funded ~~condition~~Warrant ~~would~~Shares; ~~likely~~(iii) ~~suffer.~~Series AsA-1 aWarrants ~~result,~~to ~~the~~purchase ~~trading~~up ~~price~~to ~~of our common stock could decline~~6,372,550 ~~and you~~Series ~~may~~A-1 ~~lose~~Warrant ~~all~~Shares orand ~~part~~(iv) ofSeries ~~the~~A-2 ~~money~~Warrants ~~you~~to ~~paid~~purchase up to ~~purchase~~6,372,550 ~~our~~Series ~~common~~A-2 ~~stock.~~Warrant Shares

~~General~~Each ~~Operating~~Series A-1 Warrant and Series A-2 Warrant has an exercise price of $0.51 per share and are not exercisable until the Stockholders of the Company approve ~~Business~~the ~~Risks~~issuance of the Warrants and the Warrant Shares upon the exercise thereof (the “Stockholder Approval Date”). The Series A-1 Warrants will expire five (5) years following the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen (18) months following the Stockholder Approval Date\. A holder may not exercise any portion of the Series A-1 Warrants and/or Series A-2 Warrants to the extent the Purchaser would own more than 4.99% or 9.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

~~Our~~The ~~limited~~Pre-Funded ~~operating~~Warrants ~~history~~are ~~makes~~immediately itexercisable ~~difficult~~and ~~for~~may usbe exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to ~~evaluate~~the ~~our~~extent ~~future~~the ~~business~~Purchaser would ~~prospects~~own ~~and~~more ~~make~~than ~~decisions~~4.99% ~~based~~or on9.99% ~~those~~of ~~estimates~~the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Prefunded Warrants to a percentage not in excess of ~~our~~9.99%, except that any such increase shall require at least ~~future~~61 ~~performance~~days’ prior notice to the Company.

WeAs ~~did not~~compensation ~~begin~~to ~~operations of our business through AHS until May 2015. We have a limited operating history and limited revenue. As a~~the ~~consequence~~Placement, ~~it is difficult~~Agent, ifthe ~~not~~Company ~~impossible,~~paid tothe ~~forecast~~Placement ~~our~~Agent ~~future~~a ~~results~~cash ~~based~~fee ~~upon~~of ~~our historical data~~7.0% ~~Reliance~~of on the ~~historical~~ ~~results~~aggregate ~~may~~gross ~~not~~proceeds beraised ~~representative~~in of the ~~results~~Private ~~we will achieve~~Placement, plus ~~particularly~~a inmanagement ~~our~~fee ~~combined~~equal ~~form~~to 1.0% ~~Because~~ of the ~~uncertainties~~ ~~related~~gross toproceeds ~~our~~raised ~~lack of historical operations, we may be hindered~~ in ~~our~~the ~~ability~~Private toPlacement ~~anticipate~~ and ~~timely~~reimbursement ~~adapt~~of ~~to increases~~certain orexpenses ~~decreases~~and ~~in revenues or expenses~~legal fees. IfThe weCompany ~~make~~also ~~poor~~issued ~~budgetary~~the ~~decisions~~Placement asAgent a(or ~~result~~its ofdesignees) ~~unreliable~~Placement ~~historical~~Agent ~~data, we~~Warrants ~~could~~to bepurchase ~~less~~up ~~profitable~~to ~~or incur losses~~318,628 ~~which~~Placement ~~may~~Agent Warrant ~~result in a decline in our stock price.~~Shares

~~Our~~In ~~results~~connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of ~~operations~~February 26, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities ~~have~~and ~~not~~Exchange ~~resulted~~Commission in(the ~~profitability~~“SEC”) registering the resale of Shares and wethe ~~may~~Warrant ~~not~~Shares beand ~~able~~the Common Warrants no later than 45 days after the date of the Registration Rights Agreement, and to ~~achieve~~use ~~profitability~~best ~~going~~efforts ~~forward~~to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement in the event of a “full review” by the Securities and Exchange Commission).

WeThe ~~incurred~~Private Placement aclosed ~~net~~on ~~loss~~February ~~amounting to $4~~27,~~049,645~~ ~~for the year ended December 31, 2017~~2026. IfThe wenet ~~incur~~proceeds ~~additional~~to ~~significant~~the ~~losses,~~Company ~~our~~from ~~stock~~the ~~price may~~Private ~~decline,~~Placement ~~perhaps~~are ~~significantly.~~expected ~~Our management is developing plans~~ to ~~achieve~~be ~~profitability~~approximately $2.8 ~~Our business plan is speculative~~million, ~~and~~after ~~unproven.~~deducting ~~There~~placement isagent nofees ~~assurance~~and ~~that~~expenses weand ~~will~~estimated beoffering ~~successful~~expenses inpayable ~~executing~~by ~~our~~the ~~business~~Company. ~~plan~~The orCompany ~~that~~intends ~~even~~to ifuse ~~we successfully implement~~the ~~our~~net ~~business~~proceeds ~~plan,~~received ~~that~~from ~~we will be able to curtail our losses now or in~~ the ~~future.~~Private ~~Further,~~Placement asfor wecontinuing ~~are~~operating aexpenses ~~new enterprise, we expect that net losses will continue~~ and ~~our~~ working capital ~~deficit will increase~~.

We depend upon key personnel and need additional personnel.

Our success depends on the continuing services of Wenzhao Lu, our Chairman of the Board, and David Jin, Meng Li and Luisa Ingargiola, our executive officers. The loss of Mr. Lu, Dr. Jin, Ms. Li or Ms. Ingargiola could have a material and adverse effect on our business operations. Additionally, the success of our operations will largely depend upon our ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for us. Our inability to attract and retain key personnel may materially and adversely affect our business operations.

Currently, we have a single consulting contract with a related party in China. The loss of such customer could adversely impact our financial condition and results of operations.

During the year ended December 31, 2017, we recognized an aggregate of $1,077,550 in revenue, of which $222,611 was generated from related parties. Wenzhao Lu, our Chairman and significant shareholder, is the Chairman of each of the related parties. Although we maintain close working relationships with our related parties, the consulting agreements with our related parties expired as of March 31, 2018. On April 1, 2018, Avalon Shanghai entered into an advisory service contract with Beijing Ludaopei Blood Disease Research Institute Co., Ltd., a subsidiary of the Daopei Hospital Group (a related party of ours). Under the terms of the contract, we will receive advisory service fees in the aggregate amount of $300,000, of which $150,000 will be paid on or before June 30, 2018 and the remaining $150,000 will be paid on or before September 30, 2018. The contract expires on December 31, 2018. The loss of this related party customer, and our failure to replace such customer with other customers, could have a material adverse effect on our financial condition or results of operation.

~~Our~~USE ~~auditors~~OF ~~have issued a “going concern” audit opinion.~~PROCEEDS

~~Our independent~~We ~~auditors~~will ~~have~~not ~~indicated,~~receive inany ~~their~~of ~~report~~the onproceeds ~~our~~from ~~December 31, 2017 consolidated financial statements, that there is~~the ~~substantial~~sale ~~doubt~~by ~~about~~the ~~our~~Selling ~~ability~~Stockholders toof ~~continue~~the asCommon aStock. ~~going~~Upon ~~concern.~~any Weexercise ~~had~~of anthe ~~accumulated~~Warrants ~~deficit~~by payment of $3cash,~~517,654~~ ~~at December 31~~however, ~~2017.~~ Wewe ~~have~~will areceive ~~limited operating history and our continued growth is dependent upon~~ the exercise ~~continuation~~price of ~~providing~~the ~~medical~~Warrants, ~~consulting services to our related parties~~which, ~~generating~~if ~~rental~~exercised ~~revenue from our income-producing real estate property~~ in ~~New~~cash ~~Jersey~~with ~~and~~respect ~~generating revenue~~to ~~from~~the ~~proprietary~~18,946,081 ~~exosome~~shares ~~isolation~~of ~~systems~~Common byStock ~~developing~~offered ~~proprietary diagnostic and therapeutic products leveraging exosome technology; hence generating revenues~~hereby, ~~and obtaining additional financing to fund future obligations and pay liabilities arising~~would ~~from~~result ~~normal~~in ~~business~~gross ~~operations.~~proceeds ~~In addition, the current cash balance cannot be projected~~ to ~~cover~~us ~~the operating expenses for the next twelve months from the date~~ of ~~this~~approximately ~~prospectus~~$6.7 ~~These matters raise substantial doubt about our ability to continue as a going concern~~million. ~~Our ability to continue as a going concern is dependent on our ability to raise additional capital~~However, ~~implement our business plan, and generate significant revenues. There are no assurances that~~ we ~~will~~cannot bepredict ~~successful~~when and in ~~our~~what ~~efforts~~amounts ~~to generate significant revenues, maintain sufficient cash balance~~ or ~~report~~if ~~profitable~~the ~~operations~~Warrants ~~or to continue as a going concern. We plan~~will onbe ~~raising~~exercised ~~capital~~by ~~through~~payments ~~the sale~~ of ~~equity~~cash orand ~~debt~~it ~~instruments to implement our business plan. However, there~~ is nopossible ~~assurance these~~that ~~plans~~the ~~will~~Warrants bemay ~~realized~~expire and ~~that~~never ~~any additional financings will~~ be ~~available~~exercised, toin ~~our~~which ~~company~~case onwe ~~satisfactory~~would ~~terms~~not ~~and conditions,~~receive if any cash proceeds.

WeDIVIDEND ~~must effectively manage the growth of our operations, or our company will suffer.~~POLICY

~~To manage our growth, we believe we must continue to implement and improve our services and products.~~ We ~~may not~~ have ~~adequately~~never ~~evaluated~~paid cash ~~the~~dividends ~~costs~~on ~~and risks associated with~~ our ~~planned~~Common ~~expansion,~~Stock and ~~our~~we ~~systems,~~do ~~procedures, and controls may~~ not beanticipate ~~adequate~~paying tocash ~~support our~~dividends ~~operations.~~in Inthe ~~addition~~foreseeable future, ~~our~~but ~~management~~intend ~~may not be able~~ to ~~achieve~~retain ~~the rapid execution necessary to successfully offer~~ our capital ~~products~~resources ~~and~~for ~~services~~reinvestment ~~and~~in ~~implement~~ our business. ~~plan~~Any onfuture adetermination ~~profitable~~to ~~basis.~~pay ~~The~~cash ~~success~~dividends ofon our ~~future~~Common ~~operating~~Stock ~~activities~~ will ~~also~~ ~~depend~~be ~~upon~~at ~~our~~the ~~ability~~discretion of ~~to expand~~ our ~~support~~board ~~system to meet the demands~~ of ~~our~~directors ~~growing~~and ~~business.~~will ~~Any~~be ~~failure~~dependent byupon our ~~management to~~financial ~~effectively anticipate~~condition, ~~implement,~~results ~~and~~of ~~manage~~operations, ~~changes~~capital ~~required~~requirements toand ~~sustain~~other ~~our growth would have a material adverse effect on~~factors ~~our~~as ~~business,~~the ~~financial~~board ~~condition,~~of ~~and~~directors ~~results~~deems ~~of operations~~relevant.

~~Our~~DETERMINATION ~~business~~OF ~~requires~~OFFERING ~~substantial capital, and if we are unable to maintain adequate financing sources our profitability and financial condition will suffer and jeopardize our ability to continue operations.~~PRICE

InThe ~~connection with~~prices ~~the~~at ~~strategic~~which ~~development~~the shares ~~portion~~ of ~~our~~Common ~~business,~~Stock wecovered ~~will~~by ~~need~~this ~~significant~~prospectus ~~capital~~may inactually ~~order~~be tosold ~~implement acquisitions of technologies. In addition, we~~ will ~~need~~be adetermined ~~significant~~by ~~amount~~the ofprevailing ~~capital~~public inmarket ~~order~~price tofor ~~fully implement our advisory business, maintain~~shares ~~our~~of ~~rental property and further develop~~ our ~~exosome~~Common ~~business.~~Stock Ifor weby ~~are~~negotiations ~~unable~~between tothe ~~maintain~~Selling ~~adequate~~Stockholders ~~financing~~and orbuyers ~~other sources~~ of ~~capital~~our ~~are~~Common ~~not~~Stock ~~available,~~in weprivate ~~could~~transactions ~~be forced to suspend, curtail~~ or ~~reduce~~as ~~our operations, which could harm our revenues, profitability,~~otherwise ~~financial~~described ~~condition~~in ~~and~~“Plan ~~business~~of ~~prospects~~Distribution.”

Our revenue and results of operations may suffer if we are unable to attract new clients, continue to engage existing clients, or sell additional products and services.

We presently derive our revenue from providing medical related consulting services to a related party, generating rental revenue from our income-producing real estate property in New Jersey and generating revenue from proprietary exosome isolation systems by developing proprietary diagnostic and therapeutic products leveraging exosome technology. Our growth therefore depends on our ability to attract new clients, maintain existing clients and properties and sell additional products and services to existing clients. This depends on our ability to understand and anticipate market and pricing trends and our clients’ needs and our ability to deliver consistent, reliable, high-quality services. Our failure to engage new clients, continue to re-engage with our existing clients or cross-sell additional services could materially and adversely affect our operating results.

~~Our~~MANAGEMENT’S ~~prospects~~DISCUSSION ~~will suffer~~AND ifANALYSIS weOF FINANCIAL ~~are~~CONDITION ~~not~~AND ~~able~~RESULTS toOF ~~hire, train, motivate, manage, and retain a significant number of highly skilled employees.~~OPERATIONS

~~We only~~The ~~recently~~following ~~commenced~~discussion ~~business~~ and weanalysis ~~presently~~of ~~generate medical related consulting services to related parties, generating rental revenue from~~ our ~~income-producing~~financial ~~real~~condition ~~estate property in New Jersey~~ and ~~generating revenue from proprietary exosome isolation~~ ~~systems~~results byof ~~developing~~operations ~~proprietary~~should ~~diagnostic~~be ~~and~~read ~~therapeutic~~together ~~products~~with ~~leveraging exosome technology. On~~ the ~~consulting~~audited ~~side,~~financial ~~Wenzhao Lu,~~statements ~~our Chairman~~ and ~~significant~~related ~~shareholder,~~notes isfor the ~~Chairman~~year ofended ~~each~~December of31, 2025 ~~the~~included ~~clients~~ in ~~which~~this ~~we have provided consulting services~~prospectus. ~~Our~~ ~~future~~In ~~success~~addition ~~depends upon our ability~~ to ~~hire,~~historical ~~train~~information, ~~motivate,~~this ~~manage,~~discussion and ~~retain~~analysis acontains ~~significant~~forward-looking ~~number~~statements that ofinvolve ~~highly~~risks, ~~skilled employees~~uncertainties, ~~particularly~~and ~~research~~assumptions. ~~analysts,~~Our ~~technical~~actual ~~experts,~~results ~~and~~may ~~sales~~differ ~~and~~materially ~~marketing~~from ~~staff.~~those Weanticipated ~~will~~in ~~experience~~these ~~competition for~~forward-looking ~~professional~~statements ~~personnel~~as ina ~~each~~result of ~~our~~certain ~~business lines~~factors. ~~Hiring,~~We ~~training,~~discuss ~~motivating,~~factors ~~managing,~~that ~~and~~we ~~retaining~~believe ~~employees~~could ~~with~~cause ~~the skills~~or wecontribute ~~need~~to isthese ~~time~~differences ~~consuming~~below and elsewhere ~~expensive.~~in ~~Any~~this ~~failure~~prospectus, byincluding usthose tofactors ~~address~~set ~~our~~forth ~~staffing needs~~ in anthe ~~effective~~section ~~manner~~entitled ~~could~~“Cautionary ~~hinder our~~Note ~~ability~~Regarding ~~to continue to provide high~~Forward-~~quality~~Looking Statements” ~~products~~ and ~~services~~in ~~and~~the tosection ~~grow~~entitled ~~our~~“Risk ~~business~~Factors”.

~~Potential liability claims may adversely affect our business.~~Overview

~~Our~~We ~~services, which~~are ~~may~~a ~~include~~technology-focused ~~recommendations~~company developing and ~~advice~~acquiring toinnovative ~~organizations~~artificial ~~regarding~~intelligence ~~complex~~platforms. ~~business~~Through ~~and~~our ~~operational~~AI-driven ~~processes~~subsidiary, ~~and~~we ~~regulatory and~~are ~~compliance~~advancing ~~issues~~next-generation ~~may~~AI ~~give~~systems, including ~~rise~~automated tovideo ~~liability~~generation, ~~claims~~enterprise bydocumentation, ~~our~~and ~~clients~~workflow orautomation bysolutions. ~~third~~We ~~parties~~are ~~who~~also ~~bring~~expanding ~~claims against~~ our ~~clients.~~intellectual ~~Healthcare~~property ~~organizations~~portfolio ~~often~~in ~~are~~cellular ~~the~~therapy ~~subject~~and ofgenerative ~~regulatory~~AI ~~scrutiny~~publishing and ~~litigation,~~software. ~~and~~In addition, we ~~also~~are ~~may~~marketing ~~become~~ the ~~subject~~KetoAir™ ~~of such~~breathalyzer ~~litigation~~device, ~~based~~which onis ~~our~~registered ~~advice~~with ~~and~~the ~~services~~U.S. ~~Any~~Food ~~such~~and ~~litigation,~~Drug ~~whether~~Administration oras ~~not resulting in~~ a ~~judgment~~Class ~~against~~I usmedical device, ~~may~~and ~~adversely affect~~plan ~~our~~to ~~reputation~~pursue ~~and~~additional ~~could~~diagnostic applications ~~have~~for athe ~~material~~technology. ~~adverse~~In ~~effect~~addition, onwe ~~our~~owned ~~financial condition~~ and ~~results~~operated ofcommercial ~~operations.~~real Weestate ~~may~~at ~~not have~~our ~~adequate~~headquarters ~~insurance~~in ~~coverage~~Freehold, ~~for~~NJ ~~claims~~through February ~~against us~~2026.

InWe ~~accordance~~had ~~with~~the ~~our~~following ~~strategic~~areas ~~development~~of ~~policy,~~focus ~~we may invest~~ in ~~companies~~2025 ~~for strategic reasons~~ and ~~may not realize a return on our investments.~~2024:

~~Similar to~~Research the development of our majority-owned subsidiary, GenExosome, from time to time, we may make investments in companies. These investments may be for strategic objectives to support our key business initiatives but may also be stand alone investments or acquisitions. Such investments or acquisitions could include equity or debt instruments in private companies, many of which may not be marketable at the time of our initial investment. These companies may range from early-stage companies that are often still defining their strategic direction to more mature companies with established revenue streams and business models. The success of these companies may depend on product development, market acceptance, operational efficiency, and other key business factors. The companies in which we invest may fail because they may not be able to secure additional funding, obtain favorable investment terms for future financings, or take advantage of liquidity events such as public offerings, mergers, and private sales. If any of these private companies fails, we could lose all or part of our investment in that company. If we determine that impairment indicators exist and that there are other-than-temporary declines in the fair value of the investments, we may be required to write down the investments to their fair value and recognize the related write-down as an investment loss.Development

~~Our~~We ~~growing~~are ~~operations~~focused on bringing forward the existing inpatent applications previously filed with the ~~PRC~~Massachusetts ~~could~~Institute ~~expose~~of usTechnology to(“MIT”). ~~risks~~We ~~that~~completed ~~could~~a sponsored research and co-development project with MIT led by Professor Shuguang Zhang as Principal Investigator. Using the unique QTY code protein design platform, six water-soluble variant cytokine receptors have anbeen ~~adverse~~successfully ~~effect~~designed and tested in a laboratory to show binding affinity to the respective cytokines. We currently are focused on ~~our~~bringing ~~costs~~forward the existing patent applications previously filed as part of this ~~operations~~program. We also continue to bring forward the existing patent application previously filed with Arbele related to CAR-T cellular therapy technologies.

~~Our~~Product client base is presently located in the PRC. We intend to grow this client base in the PRC as well as the United States. As a result, we expect to continue to add personnel in the PRC. With a significant focus of our operations in the PRC, our reliance on a workforce in the PRC exposes us to disruptions in the business, political, and economic environment in that region. Maintenance of a stable political environment between the PRC and the United States is important to our operations, and any disruption in this relationship may directly negatively affect our operations. Our operations in the PRC require us to comply with complex local laws and regulatory requirements and expose us to foreign currency exchange rate risk. Our operations may also be subject to reduced or inadequate protection of our intellectual property rights, and security breaches. Further, it may be difficult to transfer funds from our Chinese operations to our company. Negative developments in any of these areas could increase our costs of operations or otherwise harm our business.Commercialization

We have begun the commercialization and development of a versatile breathalyzer system.

We were granted distributorship rights for the KetoAir from Qi Diagnostics for the following territories: North America, South America, the EU and the UK. For our commercialization strategy, we intend to target the diabetes and obesity markets. We sell the product through the KetoAir website and social media. We believe the KetoAir device has some competitive advantages to other methods for measuring ketosis.

The KetoAir is a handheld device that allows the user to detect acetone levels in exhaled breath. The acetone level is in concentration units (ppm, part-per-million) such that the user will know his/her real-time ketosis status: inadequate ketosis (0-3.99 ppm), mild ketosis (4-9.99 ppm), optimal ketosis (10-40 ppm), or alarming level (> 40 ppm). The KetoAir is registered with the United States Food and Drug Administration as a Class I medical device. The device is also paired with an “AI Nutritionist” software program (via Bluetooth connection) which is downloadable from Google Play (for Android mobile phones, approved) and iPhone (the app is currently being reviewed by Apple iOS AppStore). It helps users monitor and manage their ketogenic diet and related programs. We believe the KetoAir can be an essential tool to help diabetic patients adhere to their therapeutic programs and optimize their ketogenic dietary management.

WeCessation ~~face~~of ~~intense~~Laboratory ~~competition which could cause us to lose market share.~~Services

InDuring the ~~healthcare~~ ~~markets~~first inquarter ~~the~~of ~~United~~2025, ~~States~~to ~~and~~preserve cash, the ~~Peoples~~Company ~~Republic~~entered ofinto ~~China,~~discussions ~~we will compete~~ with ~~large~~Lab ~~healthcare~~Services ~~providers~~MSO ~~who have~~for ~~more~~the ~~significant~~potential ~~financial~~redemption ~~resources,~~of ~~established~~our ~~market~~investment ~~positions, long-standing relationships,~~ and ~~who~~on ~~have~~February ~~more significant name recognition~~26, ~~technical~~2025, we ~~marketing, sales, distribution, financial~~ and ~~other~~Lab ~~resources~~Services ~~than~~MSO weentered ~~do.~~into ~~The~~a ~~resources~~Redemption ~~available to our competitors to develop new services~~ and ~~products~~Abandonment ~~and~~Agreement, ~~introduce~~whereby ~~them~~Lab ~~into~~Services ~~the~~MSO ~~marketplace~~redeemed ~~exceed~~ the ~~resources~~40% ~~currently~~equity interest ~~available~~in toLab ~~us.~~Services ~~This~~MSO ~~intense~~held ~~competitive~~by ~~environment may require~~ us. toAccordingly, ~~make~~beginning ~~changes~~ in ~~our~~February ~~services~~2025, ~~products,~~we ~~pricing,~~no ~~licensing, distribution,~~longer oroffer ~~marketing~~laboratory ~~to develop a market position~~services.

~~Our~~Acquisition ~~success~~of isan ~~heavily dependent~~AI onGenerated ~~protecting~~Publishing ~~our intellectual property rights.~~Company

~~Through GenExosome,~~On weDecember own four patents in China with related trademarks. We are in the process of applying for those same patents and trademarks in the United States and are also in the process of developing additional patents and related intellectual property. We own and control a variety of trade secrets12, ~~confidential information~~2025, ~~trademarks,~~we ~~trade~~acquired ~~names,~~RPM ~~copyrights~~Interactive, ~~and other intellectual~~ ~~property rights that~~Inc., ina ~~the~~Nevada ~~aggregate,~~corporation ~~are of material importance to our business~~(“RPM”). WeAs ~~consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on~~ a ~~combination~~result of ~~copyright,~~the ~~trademark~~acquisition, ~~trade~~effective ~~secret~~December 12, ~~non-disclosure~~2025, ~~and~~ ~~contractual~~we ~~safeguards~~are toadvancing ~~protect~~next-generation ~~our~~AI ~~intellectual~~systems, ~~property~~including ~~rights.~~automated ~~Our~~video ~~success will~~generation, inenterprise ~~part~~documentation, ~~depend on our ability to obtain trademarks~~ and ~~patents.~~workflow ~~We have also entered into confidentiality agreements with our employees and consultants. We cannot be certain~~automation ~~that others will not gain access to these trade secrets or that our patents will provide adequate protection~~solutions. ~~Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.~~

WeOther ~~may face uncertainty and difficulty in obtaining and enforcing our patents and other proprietary rights.~~Areas

~~Our~~In ~~success will~~order ~~depend in large part on our ability~~ to ~~obtain,~~preserve ~~maintain,~~cash and ~~defend~~focus ~~patents~~ on ~~our~~ product ~~candidates, obtain licenses to~~ ~~use third-party technologies~~commercialization, protect our trade secrets and operate without infringing the proprietary rights of others. There can be no assurance that our pending patent applications will be approved, or that challenges will not be instituted against the validity or enforceability of any patent licensed-in or owned by us. Additionally, we have ~~entered~~suspended ~~into~~all ~~various~~research ~~confidentiality agreements with employees~~ and ~~third~~development ~~parties.~~efforts ~~There~~related ~~is no assurance that such agreements will be honored by such parties or enforced in whole or part by the courts. The cost of litigation~~ to ~~uphold~~cellular ~~the validity and prevent infringement of a patent is substantial~~therapy. ~~Furthermore,~~ ~~there~~We ~~can~~are beredirecting ~~no assurance that others will not independently develop substantially equivalent technologies not covered by patents to which we have rights or obtain access to~~ our ~~know-how. In addition, the laws of certain countries may not adequately~~funding ~~protect~~efforts ~~our intellectual property. Our competitors may possess or obtain patents on products or processes that are necessary or useful~~ to ~~the development, use, or manufacture of~~ our ~~product~~core ~~candidates.~~business ~~There~~strategies ~~can~~outlined also be no assurance that our proposed technology will not infringe upon patents or proprietary rights owned by others, with the result that others may bring infringement claims against us and require us to license such proprietary rights, which may not be available on commercially reasonable terms, if at allabove. Any such litigation, if instituted, could have a material adverse effect, potentially including monetary penalties, diversion of management resources, and injunction against continued manufacture, use, or sale of certain products or processes.

WeGoing also rely upon non-patented proprietary know-how. There can be no assurance that we can adequately protect our rights in such non-patented proprietary know-how, or that others will not independently develop substantially equivalent proprietary information or techniques or gain access to our proprietary know-how. Any of the foregoing events could have a material adverse effect on us. In addition, if any of our trade secrets, know-how or other proprietary information were to be disclosed, or misappropriated, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.Concern

InOur ~~September 2011,~~consolidated ~~the~~financial ~~Leahy-Smith~~statements ~~America~~have ~~Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of~~been ~~significant~~prepared ~~changes~~assuming ~~to U.S. patent law. These include provisions~~ that ~~affect~~we ~~the way patent applications~~ will becontinue ~~prosecuted~~as ~~and may~~a ~~also~~going ~~affect~~concern, ~~patent~~which ~~litigation. In particular~~contemplates, ~~under~~among ~~the~~other ~~Leahy-Smith Act~~things, the ~~United~~realization ~~States~~of ~~transitioned~~assets inand ~~March 2013 to a “first to file” system in which~~ the ~~first inventor to file a patent application will be entitled to the patent. Third~~ ~~parties~~satisfaction ~~are allowed to submit prior art before the issuance~~ of aliabilities ~~patent~~in by the ~~U.S.~~normal ~~Patent~~course and Trademark Office, or USPTO, and may become involved in opposition, derivation, post-grant and inter partes review, or interference proceedings challenging our patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, ~~or invalidate, our patent rights, which could adversely affect our competitive position~~business.

As reflected in the accompanying consolidated financial statements, we had working capital deficit of approximately $12,651,000 at December 31, 2025 and had incurred recurring net losses from continuing operations and generated negative cash flow from operating activities of continuing operations of approximately $17,519,000 and $4,581,000 for the year ended December 31, 2025, respectively.

We have a limited operating history and our continued growth is dependent upon the continuation of generating revenue for selling of Keto Air, generating revenue from advanced Agentic AI systems, including automated video generation and workflow automation, and obtaining additional financing to fund future obligations and pay liabilities arising from ordinary course business operations. In addition, the current cash balance cannot be projected to cover our operating expenses for the next twelve months from the release date of this prospectus. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan, and generate sufficient revenues. There are no assurances that we will be successful in our efforts to generate sufficient revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. We plan on raising capital through the sale of equity to implement our business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to us on satisfactory terms and conditions, or at all.

The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.

Critical Accounting Policies

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~The~~Significant ~~USPTO has~~estimates ~~developed~~during ~~new~~the ~~and~~years ~~untested~~ended ~~regulations~~December 31, 2025 and ~~procedures~~2024 toinclude ~~govern~~ the ~~full~~useful ~~implementation~~life of ~~the~~intangible ~~Leahy-Smith Act~~assets, ~~and many of~~ the ~~substantive~~assumptions ~~changes~~used toin ~~patent~~assessing ~~law~~impairment ~~associated~~of ~~with the Leahy~~long-~~Smith~~term ~~Act~~assets, ~~and in particular,~~ the ~~“first-to-file” provisions,~~ ~~only~~allowance ~~became~~for ~~effective~~credit inloss, ~~March~~the ~~2013.~~valuation ~~The~~of ~~Leahy-Smith~~deferred ~~Act~~tax ~~has~~assets ~~also~~and ~~introduced~~the ~~procedures~~associated ~~that~~valuation ~~may make it easier for third parties to challenge issued patents~~allowances, ~~as well as to intervene in~~ the ~~prosecution~~valuation of ~~patent applications. Finally~~stock-based compensation, the ~~Leahy-Smith~~valuation ~~Act~~of ~~contains new~~Series ~~statutory~~D ~~provisions~~convertible ~~that~~preferred ~~still~~stock ~~require~~(“Series ~~the~~D ~~USPTO~~Preferred ~~to issue new regulations for their implementation~~Stock”), ~~and~~the itfair ~~may~~value ~~take~~of the ~~courts~~consideration ~~years~~given toin ~~interpret~~ the ~~provisions~~purchase of ~~the new statute. Accordingly~~RPM, ~~it is not clear what, if any, impact~~ the ~~Leahy-Smith~~fair ~~Act~~value ~~will have on the operation~~ of ~~our~~assets ~~business.~~acquired ~~The Leahy-Smith Act~~ and ~~its~~liabilities ~~implementation~~assumed ~~could~~in ~~increase~~acquisition, and the ~~uncertainties~~assumptions ~~and~~used ~~costs~~to ~~surrounding~~determine ~~the~~fair ~~prosecution~~value of ~~our~~warrants ~~patent applications~~ and ~~the~~embedded ~~enforcement~~conversion orfeatures ~~defense~~ of ~~our~~convertible ~~issued~~note ~~patents~~payable.

ItIncome is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If we fail to protect or enforce our intellectual property rights adequately or secure rights to patents of others, the value of our intellectual property rights would diminish.Taxes

~~Our~~We ~~commercial viability~~are ~~will~~governed ~~depend~~by inthe ~~part~~income ontax ~~obtaining~~laws of China and ~~maintaining~~the ~~patent~~United ~~protection~~States. ~~and~~Income ~~trade~~taxes ~~secret~~are ~~protection~~accounted offor ~~our~~pursuant ~~product~~to ~~candidates~~ASC 740 “Accounting for Income Taxes,” which is an asset and ~~the~~liability ~~methods~~approach ~~used~~that torequires ~~manufacture~~the ~~them,~~recognition asof ~~well~~deferred astax ~~successfully~~assets ~~defending~~and ~~these~~liabilities ~~patents~~for ~~against~~the ~~third-party~~expected ~~challenges.~~future ~~Our~~tax ~~ability~~consequences of toevents ~~stop~~that ~~third~~have ~~parties~~been ~~from~~recognized ~~making,~~in ~~using,~~our ~~selling,~~financial ~~offering~~statements toor ~~sell,~~tax orreturns. ~~importing~~The ~~our~~charge ~~products~~for taxes is ~~dependent~~based ~~upon~~on the ~~extent~~results tofor the period as adjusted for items, which weare ~~have~~non-assessable ~~rights~~or ~~under~~disallowed. ~~valid~~It ~~and~~is ~~enforceable~~calculated ~~patents~~using tax rates that have been enacted or ~~trade~~substantively enacted ~~secrets~~by ~~that~~the ~~cover~~balance ~~these~~sheet ~~activities~~date.

~~The~~Deferred ~~patent~~tax ~~positions of~~is ~~pharmaceutical~~accounted ~~and~~for ~~biopharmaceutical~~using ~~companies~~the ~~can~~balance sheet beliability ~~highly~~method ~~uncertain~~in ~~and~~respect ~~involve~~of ~~complex~~temporary ~~legal~~differences ~~and~~arising ~~factual~~from ~~questions~~differences ~~for~~between ~~which important legal principles remain unresolved. No consistent policy regarding~~ the ~~breadth~~carrying amount of ~~claims~~assets ~~allowed~~and ~~in biopharmaceutical~~liabilities ~~patents has emerged to date~~ in the ~~United~~financial ~~States.~~statements ~~The~~and ~~biopharmaceutical patent situation outside~~ the ~~United~~corresponding ~~States~~tax isbasis ~~even~~used ~~more uncertain. Changes~~ in ~~either~~ the ~~patent~~computation ~~laws or in interpretations~~ of ~~patent~~assessable ~~laws~~tax inprofit. ~~the~~In ~~United~~principle, ~~States~~deferred ~~and other countries may~~tax ~~diminish~~liabilities ~~the~~are ~~value~~recognized offor ~~our~~all ~~intellectual~~taxable ~~property.~~temporary ~~Accordingly~~differences, weand ~~cannot~~deferred ~~predict~~tax ~~the~~assets ~~breadth~~are ofrecognized ~~claims~~to ~~that~~the ~~may~~extent bethat ~~allowed~~it oris ~~enforced~~probable inthat ~~the~~taxable ~~patents~~profit wewill ~~own.~~be ~~Further,~~available ifagainst ~~any~~which ofdeductible ~~our~~temporary ~~patents~~differences ~~are~~can ~~deemed~~be ~~invalid and unenforceable, it could impact our ability to commercialize or license our technology~~utilized.

~~The~~Deferred ~~degree~~tax ofis ~~future~~calculated using tax rates that ~~protection~~are ~~for~~expected ~~our~~to ~~proprietary~~apply ~~rights~~to the period when the asset is ~~uncertain~~realized ~~because~~or ~~legal~~the ~~means~~liability ~~afford~~is ~~only~~settled. ~~limited~~Deferred ~~protection~~tax ~~and~~is ~~may~~charged ~~not~~or ~~adequately~~credited ~~protect~~in the ~~our~~income ~~rights~~statement, orexcept ~~permit~~when usit is related to ~~gain~~items credited or ~~keep~~charged ~~our~~directly ~~competitive~~to ~~advantage~~equity, in which case the deferred tax is changed to equity. ~~For~~Deferred ~~example:~~tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.

●Recent ~~others~~Accounting ~~may~~Standards ~~be able to make products that are similar to our product candidates but that are not covered by the claims of any of our patents;~~

●For wedetails ~~might~~of ~~not~~applicable ~~have~~new ~~been~~accounting ~~the~~standards, please, ~~first~~refer to ~~make~~Recent ~~the~~Accounting ~~inventions~~Standards ~~covered~~in byNote ~~any~~3 ~~issued~~of ~~patents~~our orconsolidated ~~patent~~financial ~~applications~~statements weaccompanying ~~may~~this ~~have;~~prospectus.

●RESULTS weOF ~~might not have been the first to file patent applications for these inventions;~~OPERATIONS

●Comparison itof isResults ~~possible~~of ~~that~~Operations ~~any~~for ~~pending~~the Years ~~patent~~Ended ~~applications~~December we31, ~~may~~2025 ~~have~~and ~~will not result in issued patents;~~2024

●Income ~~any~~(Loss) ~~issued~~from Equity ~~patents~~Method ~~may~~Investment ~~not~~- ~~provide~~Lab usServices ~~with any competitive advantages, or may be held invalid or unenforceable as a result of legal challenges by third parties;~~MSO

●For the year ended December 31, 2025, we ~~may~~had ~~not~~income from ~~develop~~our ~~additional~~investment ~~proprietary~~in ~~technologies~~Lab ~~that~~Services ~~are~~MSO ~~patentable~~of or$392,677, ~~protectable~~which ~~under~~consisted ~~trade~~of ~~secrets~~our ~~law;~~share orof Lab Services MSO’s net income of $503,833 and amortization of identifiable intangible assets acquired from Lab Services MSO acquisition of $111,156. We sold our ownership of 40% of Lab Services MSO on February 26, 2025.

●For the ~~patents~~year ended December 31, 2024, we had loss from our investment in Lab Services MSO of ~~others~~$846,588, ~~may~~which ~~have~~consists anof ~~adverse~~our ~~effect~~share onof Lab Services MSO’s net income of $79,923, and amortization of identifiable intangible assets acquired from Lab Services MSO acquisition of $666,932, and impairment of goodwill acquired from Lab Services MSO acquisition of $259,579, which was primarily attributable to Lab Services MSO’s lower revenues and net incomes than anticipated and the decline in our ~~business~~stock price and market capitalization.

We also may rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators, and other advisors may unintentionally or willfully disclose our information to competitors. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods, and know-how.

IfOther ~~any~~Operating of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.Expenses

~~Our~~For ~~viability also depends upon~~ the ~~skills,~~years ~~knowledge~~ended ~~and experience of our scientific and technical personnel, and our consultants and advisors.~~December ~~To help protect our proprietary know-how and our inventions for which patents may be unobtainable or difficult to obtain~~31, we2025 ~~rely on trade secret protection~~ and ~~confidentiality agreements. To this end~~2024, we require all of our employees, consultants, advisors and contractors to enter into agreements which prohibit unauthorized disclosure and use of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries and inventions important to our business. These agreements are often limited in duration and may not provide adequate protection for our trade secrets, know-how or other ~~proprietary~~ ~~information~~operating inexpenses ~~the~~consisted ~~event~~ of ~~any unauthorized use or disclosure or~~ the lawful development by others of such information. In addition, enforcing a claim that a third party illegally obtained and is using any of our trade secrets is expensive and time consuming, and the outcome is unpredictable. If any of our trade secrets, know-how or other proprietary information is improperly disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.following:

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unable to protect our rights to, or use of, our technology.

	Years Ended December 31,
	2025		2024
Advertising and marketing expenses	$	843,497	$	237,671
Professional fees		5,254,207		1,590,268
Compensation and related benefits		1,101,574		1,308,854
Miscellaneous taxes		213,631		233,488
Directors’ and officers’ liability insurance premium		139,816		212,898
Travel and entertainment		127,468		109,244
Amortization		93,833		-
Rent and related utilities		28,119		62,294
Impairment of laboratory equipment		-		111,033
Other general and administrative		181,891		128,912
	$	7,984,036	$	3,994,662

If● weFor ~~choose to go to court to stop a third party from using~~ the ~~inventions~~year ~~claimed~~ended inDecember ~~our~~31, ~~patents~~2025, ~~that~~advertising ~~individual or company has the right to ask the court to rule that such patents are invalid~~ and~~/or~~ ~~should~~marketing ~~not~~expenses beincreased ~~enforced~~by ~~against that third party. These lawsuits are expensive and would consume time and other resources~~$605,826, ~~even~~or ~~if we were successful in discontinuing the infringement of our patents~~254. ~~In addition~~9%, ~~there~~as iscompared ~~a risk that the court will decide that these patents are not valid and that we do not have the right~~ to ~~stop~~ the ~~other~~year ~~party~~ended ~~from~~December ~~using~~31, ~~the inventions~~2024. ~~There~~The isincrease ~~also~~was ~~the~~primarily ~~risk~~due ~~that, even if the validity of these patents is upheld, the court will refuse~~ to ~~stop~~increased ~~the~~advertising ~~other party on the ground that such other party’s~~ activities ~~do not infringe our rights to these patents. In addition, the U.S. Supreme Court has~~ in the ~~past~~year ~~invalidated~~ended ~~tests~~December ~~used~~31, ~~by the USPTO in granting patents over the past 20 years~~2025. AsWe aexpect ~~consequence,~~that ~~issued patents may be found to contain invalid claims according to the newly revised standards. Some of~~ our ~~own~~advertising ~~patents may be subject to challenge~~ and ~~subsequent~~marketing ~~invalidation~~expenses inwill alikely ~~variety~~remain ofat ~~post-grant~~its ~~proceedings,~~current ~~particularly inter partes review, before~~level ~~the~~with ~~USPTO~~minimal orincrease ~~during~~in ~~litigation under~~ the ~~revised~~near ~~criteria, which make it more difficult to defend the validity of claims in already issued patents~~future.

~~Furthermore,~~● ~~a third~~Professional ~~party~~fees ~~may~~primarily ~~claim~~consisted ~~that~~of weaccounting orfees, ~~our~~audit ~~manufacturing~~fees, orlegal ~~commercialization~~service ~~partners~~fees, ~~are~~consulting ~~using~~fees, ~~inventions~~investor ~~covered~~relations byservice ~~the~~charges, ~~third~~fairness ~~party’s patent~~opinion ~~rights~~charge, ~~and~~valuation ~~may~~service gofees toand ~~court~~other tofees. ~~stop~~For usthe ~~from~~year ~~engaging~~ended inDecember ~~our~~31, ~~normal~~2025, ~~operations~~professional ~~and~~fees ~~activities,~~increased ~~including~~by ~~making~~$3,663,939, or ~~selling our product candidates~~230.4%, ~~These~~as ~~lawsuits~~compared ~~are~~to ~~costly~~the ~~and~~year ~~could~~ended ~~affect~~December ~~our~~31, ~~results~~2024, ofwhich ~~operations~~was ~~and~~primarily ~~divert~~attributable ~~the~~to ~~attention~~an ofincrease ~~managerial and~~in ~~technical~~consulting ~~personnel.~~fees ~~There~~of isapproximately a$2,099,000, ~~risk~~mainly ~~that~~due ato ~~court~~the ~~could~~increase ~~decide~~in ~~that~~use weof orconsulting ~~our~~service ~~commercialization~~providers ~~partners~~related ~~are~~to ~~infringing~~capital ~~the third~~markets ~~party’s~~advisory ~~patents~~ and ~~order~~services usrelated orto our ~~partners~~potential tomerger ~~stop~~with ~~the activities covered by the patents. In addition~~YOOV, ~~there~~an isincrease ~~a risk~~in ~~that~~accounting afees ~~court~~of ~~could~~approximately ~~order~~$537,000, usmainly ordue ~~our partners~~ to ~~pay~~ the ~~other~~increased ~~party~~accounting ~~damages~~services ~~for~~related ~~having~~to ~~violated~~our ~~the~~potential ~~other~~merger ~~party’s~~with ~~patents. The~~YOOV, ~~biotechnology~~an ~~industry~~increase ~~has~~in ~~produced~~legal aservice ~~proliferation~~fees of ~~patents,~~approximately ~~and it is not always clear to industry participants~~$1, ~~including us~~049, ~~which patents cover various types of products~~000, ~~manufacturing~~mainly ~~processes~~due orto ~~methods~~the ofincreased ~~use.~~legal ~~The~~services ~~coverage~~related ~~of patents is subject~~ to ~~interpretation~~our bypotential ~~the~~merger ~~courts~~with YOOV, and ~~the~~an ~~interpretation~~increase isin ~~not~~fairness ~~always~~opinion ~~uniform.~~charge Ifof weapproximately ~~are~~$129,000 ~~sued~~resulting ~~for~~from ~~patent~~the ~~infringement,~~increased wefairness ~~would need~~opinion toservices ~~demonstrate~~related ~~that~~to our ~~products,~~potential ~~manufacturing~~merger ~~processes~~with orYOOV, ~~methods~~offset ofby ~~use~~a ~~either~~decrease doin ~~not~~audit ~~infringe~~fees ~~the patent claims~~ of ~~the relevant~~approximately ~~patent~~$93,000, ~~and/or~~mainly ~~that~~due ~~the~~to ~~patent~~our ~~claims~~switching ~~are~~to ~~invalid,~~a ~~and~~different weaudit ~~may~~service ~~not~~provider, beresulting ~~able~~in toa dolower ~~this.~~audit ~~Proving invalidity~~fee, inand ~~particular, is~~a ~~difficult~~decrease ~~since~~in itother ~~requires~~miscellaneous aitems ~~showing~~ of ~~clear~~approximately ~~and~~$57,000. ~~convincing~~We ~~evidence~~expect tothat ~~overcome~~our ~~the~~professional ~~presumption~~fees ofwill ~~validity~~decrease ~~enjoyed~~in bythe ~~issued patents~~near future.

As● ~~some~~For ~~patent applications in~~ the ~~United~~year ~~States~~ended ~~may~~December be31, ~~maintained in secrecy until the patents are issued~~2025, ~~because~~compensation ~~patent applications in the United States~~ and ~~many~~related ~~foreign~~benefits ~~jurisdictions~~decreased ~~are~~by ~~typically not published until eighteen months after filing~~$207, ~~and because publications in the scientific literature often lag behind actual discoveries~~280, ~~we cannot be certain that others have not filed patent applications for technology covered by our issued patents~~ or ~~our pending applications~~15.8%, oras ~~that~~compared ~~we were the first~~ to ~~invent~~ the ~~technology.~~year ~~Our competitors~~ended ~~may~~December ~~have filed~~31, ~~and~~2024. ~~may~~The indecrease ~~the~~was ~~future~~primarily ~~file,~~attributable ~~patent applications covering technology similar~~ to ~~ours.~~the ~~Any~~decreased ~~such~~compensation ~~patent applications~~for ~~may have priority over~~ our ~~patent~~former ~~applications~~executive ~~or patents~~officer, ~~which~~David ~~could further require us to obtain rights to issued patents covering such technologies~~Jin. IfWe ~~another~~expect ~~party~~that ~~has~~our ~~filed~~compensation a United States patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the USPTO to determine priority of invention in the United States. The costs of these proceedings could be substantial, and itrelated isbenefits ~~possible~~will ~~that~~likely ~~such~~remain ~~efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived~~ at ~~the~~its ~~same~~current orlevel ~~similar~~with ~~invention~~minimal ~~prior~~increase ~~to our own invention, resulting~~ in athe ~~loss of~~near ~~our U~~future.~~S. patent position with respect to such inventions.~~

~~Some~~● ofFor ~~our~~the ~~competitors may~~year beended ~~able~~December to31, ~~sustain~~2025, ~~the~~miscellaneous ~~costs~~taxes ofdecreased ~~complex~~by ~~patent~~$19,857, ~~litigation~~or ~~more~~8.5%, ~~effectively~~as ~~than~~compared weto ~~can~~the ~~because~~year ~~they~~ended ~~have~~December ~~substantially~~31, ~~greater resources~~2024. InThe ~~addition,~~decrease ~~any~~was ~~uncertainties~~primarily ~~resulting~~attributable ~~from~~to ~~the~~decreased ~~initiation~~Delaware ~~and~~state ~~continuation~~franchise oftax. ~~any~~We ~~litigation~~expect ~~or inter~~that ~~partes review proceedings~~our ~~could~~miscellaneous ~~have~~taxes awill ~~material~~remain ~~adverse~~relatively ~~effect~~steady, onwith ~~our~~minimal ~~ability~~increase, toin ~~raise~~ the ~~funds~~near ~~necessary to continue our operations~~future.

●

For the year ended December 31, 2025, directors’ and officers’ liability insurance premium decreased by $73,082, or 34.3%, as compared to the year ended December 31, 2024. The decrease was mainly due to our switching to a different insurance provider, resulting in a lower premium.

●

For the year ended December 31, 2025, travel and entertainment expense increased by $18,224, or 16.7%, as compared to the year ended December 31, 2024, which was primarily attributable to increased business travel activities in the year ended December 31, 2025 as compared to the year ended December 31, 2024.

~~Some~~● ~~jurisdictions in~~For ~~which~~the weyear ~~operate~~ended ~~have~~December ~~enacted~~31, ~~legislation~~2025, ~~which~~amortization ~~allows~~expense ~~members~~increased ofby ~~the~~$93,833, ~~public~~or to100.0%, ~~access~~as ~~information~~compared ~~under statutes similar~~ to the ~~U.S.~~year ~~Freedom~~ended ofDecember ~~Information~~31, ~~Act.~~2024, ~~Even~~which ~~though~~was weattributable ~~believe~~to ~~our~~increased ~~information~~amortization ~~would~~of beidentifiable ~~excluded~~intangible ~~from~~assets ~~the scope of such statutes~~acquired, ~~there~~ ~~are~~representing nodeveloped ~~assurances~~technology ~~that~~and wetrade ~~can~~name, ~~protect our confidential information~~ from ~~being~~December ~~disclosed~~12, ~~under~~2025 (the ~~provisions~~date of ~~such~~acquisition) ~~laws. If any confidential or proprietary information is released~~ to ~~the~~December ~~public~~31, ~~such~~2025. ~~disclosures~~There ~~may~~was ~~negatively~~no ~~impact~~comparable ~~our~~amortization ~~ability~~prior to ~~protect~~ ~~our~~the ~~intellectual~~date ~~property~~of ~~rights~~acquisition.

~~Breaches~~● orFor ~~compromises of~~the ~~our~~year ~~information~~ended ~~security~~December ~~systems~~31, or2025, ~~our~~rent ~~information~~and ~~technology~~related ~~systems~~utilities orexpenses ~~infrastructure~~decreased ~~could~~by ~~result~~$34,175, inor ~~exposure~~54.9%, ofas ~~private information,~~compared ~~disruption~~to ofthe ~~our~~year ~~business~~ended ~~and~~December ~~damage~~31, to2024. ~~our~~The ~~reputation,~~decrease ~~which~~was ~~could~~mainly ~~harm~~due ~~our~~to ~~business,~~the ~~results~~decreased ofmonthly ~~operation~~rent ~~and~~driven ~~financial condition~~by decreased office space.

~~We utilize~~● ~~information~~In ~~security~~December ~~and~~2024, ~~information~~we ~~technology~~assessed ~~systems~~our ~~and~~laboratory ~~websites~~equipment ~~that allow~~ for ~~the~~any ~~secure~~impairment ~~storage~~ and ~~transmission of~~concluded ~~proprietary~~that orthere ~~private~~were ~~information~~indicators ~~regarding our clients, patients, employees, vendors and others, including individually identifiable health information. A security breach~~ of ~~our~~impairment ~~network,~~as ~~hosted service providers, or vendor systems, may expose us to a risk~~ of ~~loss or~~December ~~misuse of this information~~31, ~~litigation~~2024 and ~~potential liability. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks, including on companies within the healthcare industry. Although~~ we ~~believe~~calculated that we ~~take~~the ~~appropriate~~estimated ~~measures~~undiscounted tocash ~~safeguard~~flows ~~sensitive~~were ~~information~~less ~~within~~than ~~our possession, we may not have~~ the ~~resources~~carrying oramount ~~technical sophistication to anticipate or prevent rapidly-evolving types~~ of ~~cyber-attacks~~the ~~targeted~~laboratory ~~at us, our clients, our patients, or others who have entrusted us with information~~equipment. ~~Actual~~Based oron anticipated attacks may cause us to incur costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. We invest in industry standard security technology to protect personal information. Advances in computer capabilities, new technological discoveries, or other developments may result in the technology used by us to protect personal information or other data being breached or compromised. To our ~~knowledge~~analysis, we ~~have~~recognized ~~not~~an ~~experienced~~impairment ~~any~~loss ~~material breach~~ of ~~our cybersecurity systems. If our or our third-party service provider systems fail to operate effectively or are damaged~~$111,033 ~~destroyed,~~for orthe ~~shut~~year ~~down,~~ended orDecember ~~there are problems with transitioning to upgraded or replacement systems~~31, ~~or there are security breaches in these systems~~2024, ~~any~~which ofreduced the ~~aforementioned~~value ~~could occur as a result~~ of ~~natural disasters,~~laboratory ~~software or~~ equipment ~~failures,~~to telecommunications failures, loss or theft of equipment, acts of terrorism, circumvention of security systems, or other cyber-attacks, we could experience delays or decreases in revenue, and reduced efficiency of our operationszero. ~~Additionally,~~We ~~any~~did ofnot ~~these~~record events could lead to violations of privacy laws, loss of customers, or loss, misappropriation or corruption of confidential information, trade secrets or data, which could expose us to potential litigation, regulatory actions, sanctions or other statutory penalties, any orimpairment ~~all~~charge offor ~~which~~the ~~could~~year ~~adversely~~ended ~~affect~~December ~~our business~~31, ~~and cause us to incur significant losses and remediation costs~~2025.

We● ~~may~~Other begeneral ~~exposed~~and ~~to liabilities~~administrative ~~under~~expenses mainly consisted of NASDAQ listing fee, SEC registration fees, office supplies, and other miscellaneous items. For the ~~Foreign~~year ~~Corrupt~~ended ~~Practices~~December ~~Act~~31, 2025, other general and ~~any~~administrative ~~determination~~expenses ~~that~~increased weby ~~violated~~$52,979, or 41.1%, as compared to the ~~Foreign~~year ~~Corrupt~~ended ~~Practices~~December ~~Act~~31, ~~or Chinese~~2024, ~~anti-corruption~~which ~~law~~was ~~could~~mainly ~~have~~attributable ato ~~material~~an ~~adverse~~increase ~~effect~~in onSEC registration fees of approximately $48,000 related to our ~~business~~registration statements on Form S-4 and Form S-3, and an increase in other miscellaneous items of approximately $5,000.

WeLoss ~~are subject~~from to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. Chinese anti-corruption law also strictly prohibits bribery of government officials. We have operations, agreements with third parties and make sales in China, where corruption may occur. Our activities in China create the risk of unauthorized payments or offers of payments by one of the employees, consultants, sales agents or distributors of our company, even though these parties are not always subject to our control. It is our policy to implement safeguards to prevent these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our company may engage in conduct for which we might be held responsible.Operations

~~Violations of~~As ~~the~~a ~~FCPA or other anti-corruption laws may~~ result inof ~~severe~~the ~~criminal or civil sanctions~~foregoing, for ~~and~~the weyear ~~may~~ended beDecember ~~subject to other liabilities~~31, ~~which~~ ~~could negatively affect our business~~2025, ~~operating~~loss ~~results~~from ~~and~~operations ~~financial~~amounted ~~condition.~~to ~~In addition~~$7,591,359, ~~the~~as ~~United~~compared ~~States government may seek~~ to ~~hold~~$4,841,250 ~~our company liable~~ for ~~successor~~the ~~liability~~year ~~FCPA~~ended ~~violations~~December 31, ~~committed~~2024, byrepresenting ~~companies~~an inincrease ~~which~~of we$2,750,109, ~~invest~~ or ~~that we acquire~~56.8%.

Other (Expense) Income

Other (expense) income mainly includes third party and related party interest expense, debt modification charge, change in fair value of derivative liability, loss on extinguishment of debt, and other miscellaneous income (expense).

Other expense, net, totaled $9,927,514 for the year ended December 31, 2025, as compared to $2,198,354 for the year ended December 31, 2024, representing an increase of $7,729,160, or 351.6%, which was primarily attributable to an increase in loss on extinguishment of debt of approximately $9,077,000 resulted from the reduction in the conversion price of our June 2024 Convertible Note, offset by a decrease in third party interest expense of approximately $161,000, mainly driven by the decrease in amortization of debt discount and debt issuance costs of approximately $155,000, a decrease in related party interest expense of approximately $42,000, a decrease in debt modification charge of approximately $839,000, an increase in gain from change in fair value of derivative liability of approximately $164,000, and a decrease in other expense of approximately $142,000 mainly due to the gain from litigation settlement.

Income Taxes

We did not have any income taxes expense for the years ended December 31, 2025 and 2024 since we incurred losses in these periods.

Net Loss from Continuing Operations

As a result of the factors described above, our net loss from continuing operations was $17,518,873 for the year ended December 31, 2025, as compared to $7,039,604 for the year ended December 31, 2024, representing an increase of $10,479,269, or 148.9%.

Net Loss from Discontinued Operations

Our net loss from discontinued operations was $742,103 for the year ended December 31, 2025, as compared to $863,790 for the year ended December 31, 2024, representing a decrease of $121,687, or 14.1%.

~~Risk~~Net ~~Factors Related to Clinical and Commercialization Activity~~Loss

~~Our~~As ~~product~~a ~~candidates~~result ~~will~~of ~~require~~the factors described above, our ~~substantial~~net ~~time~~loss ~~and~~was ~~resources~~$18,260,976 infor ~~order~~the toyear beended ~~developed~~December 31, ~~and~~2025, ~~there~~as iscompared noto ~~guarantee~~$7,903,394 ~~that~~for wethe ~~will~~year ~~develop~~ended ~~them~~December ~~successfully~~31, 2024, representing an increase of $10,357,582, or 131.1%.

~~Our exosome~~Net ~~isolation~~Loss ~~system is in the early stage of production and use. The therapeutic products that we plan to develop as a byproduct~~Attributable of our isolation system will require substantial additional research and development time and expense, and certain products may require extensive clinical trials and perhaps additional pre-clinical testing, prior to ~~commercialization,~~Avalon ~~which~~GloboCare ~~may never occur~~Corp. ~~There~~ ~~can~~Common ~~be no assurance that product candidates will be developed successfully, perform in the manner anticipated, or be commercially viable.~~Shareholders

WeThe ~~may~~net ~~not~~loss beattributable ~~able~~ to ~~file~~our ~~INDs~~common shareholders to(after ~~commence~~taking ~~additional~~into ~~clinical~~effect ~~trials~~$162,473 onin ~~the~~deemed ~~timelines~~contribution) wewas ~~expect~~$18,098,503, or $5.64 per share (basic and ~~even~~diluted), iffor wethe ~~are~~year ~~able~~ended December 31, 2025, as compared to do$7,903,394, soor $8.44 per share (basic and diluted), for the ~~FDA~~year ~~may~~ended ~~not~~December ~~permit~~31, us2024, representing toan ~~proceed~~increase of $10,195,109, or 129.0%.

~~We hope~~Foreign ~~to file a number of investigational new drug applications, or INDs, for cell based therapies and diagnostic systems through~~Currency ~~INDs~~Translation over the next several years. However, the timing of our filing of these INDs is primarily dependent on receiving further data from our pre-clinical studies, and our timing of filing on all product candidates is subject to further research. Additionally, our submission of INDs is contingent upon having sufficient financial resources to prepare and complete the application.Adjustment

~~We cannot~~Our bereporting ~~sure~~currency is ~~that~~the ~~submission~~U.S. ofdollar. anThe ~~IND~~functional ~~will~~currency ~~result~~of inour ~~the~~parent ~~United~~company, ~~States~~AHS, ~~Food~~Avalon Lab, and ~~Drug~~Q&A ~~Administration,~~Distribution oris ~~FDA,~~the ~~allowing~~U.S. ~~further clinical~~dollar ~~trials~~and tothe functional ~~begin,~~currency orof ~~that,~~Avalon ~~once~~Shanghai ~~begun,~~is ~~issues~~the ~~will~~Chinese ~~not~~Renminbi ~~arise~~(“RMB”). ~~that~~The ~~result~~financial instatements ~~the~~of ~~suspension~~our orsubsidiary ~~termination~~whose offunctional currency ~~such~~is ~~clinical trials.~~the ~~Any~~RMB ~~IND~~are wetranslated ~~submit~~to ~~could~~U.S. bedollars ~~denied~~using byperiod ~~the~~end ~~FDA~~rate orof ~~the~~exchange ~~FDA~~for ~~could~~assets ~~place~~and ~~any~~liabilities, ~~future~~average ~~investigation~~rate of ~~ours~~exchange for onrevenues, ~~clinical~~costs, ~~hold~~and ~~until we~~expenses ~~provide~~and ~~additional~~cash ~~information~~flows, ~~either~~and ~~before~~at orhistorical ~~after~~exchange ~~clinical~~rate ~~trials~~for ~~are initiated~~equity. ~~Additionally,~~Net ~~even~~gains ifand ~~such~~losses ~~regulatory~~resulting from foreign ~~authorities~~exchange ~~agree~~transactions ~~with~~are ~~the~~included ~~design~~in ~~and~~the ~~implementation~~results of ~~the~~operations. ~~clinical~~As ~~trials~~a ~~set~~result ~~forth~~of inforeign ancurrency ~~IND~~translations, orwhich ~~clinical~~are ~~trial~~a ~~application~~non-cash adjustment, we ~~cannot~~reported ~~guarantee~~a ~~that~~foreign ~~such~~currency ~~regulatory~~translation ~~authorities~~loss ~~will~~of ~~not~~$9,402 ~~change~~and ~~their~~$273 ~~requirements~~for in the ~~future.~~year ~~Unfavorable~~ended ~~future~~December ~~trial results~~31, or2025 ~~other~~and ~~factors~~2024, ~~such~~respectively. asThis ~~insufficient~~non-cash loss ~~capital~~had tothe ~~continue~~effect ~~development~~ of aincreasing ~~product~~our ~~candidate~~reported orcomprehensive ~~program,~~loss ~~could~~in ~~also~~each ~~cause us~~respective ~~to voluntarily withdraw an effective IND~~period.

WeComprehensive ~~have limited experience in conducting clinical trials.~~Loss

~~We have~~As ~~limited~~a ~~human~~result ~~clinical~~of ~~trial experience with respect to~~ our ~~product~~foreign ~~candidates.~~currency ~~Although our CEO, Dr. David Jin, is formerly~~translation ~~with the FDA~~adjustment, ~~this~~we ~~will~~had ~~not~~comprehensive ~~provide~~loss ~~assurance~~ of ~~success. The clinical testing process is governed by stringent regulation and is highly complex~~$18, ~~costly~~270,378 ~~time-consuming,~~ and ~~uncertain as to outcome~~$7,903,667 ~~and~~for ~~pharmaceutical products and products used in~~ the ~~regeneration of~~year ~~tissue~~ended ~~may~~December ~~invite~~31, ~~particularly~~2025 ~~close scrutiny~~ and requirements from the FDA and other regulatory bodies. Our failure or the failure of our collaborators to conduct human clinical trials successfully or our failure to capitalize on the results of human clinical trials for our product candidates would have a material adverse effect on us. If our clinical trials of our product candidates or future product candidates do not sufficiently enroll or produce results necessary to support regulatory approval in the United States or elsewhere2024, ~~or if they show undesirable side effects, we will be unable to commercialize these product candidates~~respectively.

~~To receive~~Liquidity ~~regulatory approval for the commercial sale of our product candidates, we must conduct adequate~~ and ~~well-controlled clinical~~Capital trials to demonstrate efficacy and safety in humans. Clinical failure can occur at any stage of the testing. Our clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical and/or non-clinical testing. In addition, the results of our clinical trials may show that our product candidates are ineffective or may cause undesirable side effects, which could interrupt, delay or halt clinical trials, resulting in the denial of regulatory approval by the FDA and other regulatory authorities. In addition, negative, delayed or inconclusive results may result in:Resources

●We have a limited operating history and our continued growth is dependent upon the ~~withdrawal~~continuation of ~~clinical~~generating ~~trial~~revenue ~~participants;~~for selling of Keto Air, generating revenue from advanced Agentic AI systems, including automated video generation and workflow automation, as well as obtaining additional financing to fund future obligations and pay liabilities arising from ordinary course business operations. In addition, the current cash balance cannot be projected to cover our operating expenses for the next twelve months from the release date of this prospectus. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan, and generate sufficient revenues. There are no assurances that we will be successful in our efforts to generate sufficient revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. We plan to raise capital in the future through the sale of equity or debt to implement our business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to us on satisfactory terms and conditions, if at all.

●Liquidity is the ~~termination~~ability of ~~clinical~~a ~~trial~~company ~~sites~~to orgenerate funds ~~entire~~to ~~trial~~support ~~programs;~~its current and future operations, satisfy its obligations as they come due and otherwise operate on an ongoing basis. At December 31, 2025 and 2024, we had a cash balance of approximately $109,000 and $2,658,000, respectively. These funds are kept in financial institutions located as follows:

● costs of related litigation;

Country:	December 31, 2025				December 31, 2024
United States	$	108,599	99.5	%	$	2,646,395	99.6	%
China		492	0.5	%		11,787	0.4	%
Total cash	$	109,091	100.0	%	$	2,658,182	100.0	%

● substantial monetary awards to patients or other claimants;

● impairment of our business reputation;

● loss of revenues; and

● the inability to commercialize our product candidates.

~~Delays~~The infollowing table ~~the~~sets ~~commencement,~~forth ~~enrollment, and~~a ~~completion~~summary of ~~clinical~~changes ~~testing could result~~ in ~~increased~~our ~~costs~~working tocapital usdeficit ~~and~~from ~~delay~~December or31, ~~limit~~2024 ~~our ability~~ to ~~obtain~~December ~~regulatory~~31, ~~approval for our product candidates.~~2025:

Delays in the commencement, enrollment or completion of clinical testing could significantly affect our product development costs. A clinical trial may be suspended or terminated by us, the FDA, or other regulatory authorities due to a number of factors. The commencement and completion of clinical trials require us to identify and maintain a sufficient number of trial sites, many of which may already be engaged in other clinical trial programs for the same indication as our product candidates. We may be required to withdraw from a clinical trial as a result of changing standards of care, or we may become ineligible to participate in clinical studies. We do not know whether planned clinical trials will begin on time or be completed on schedule, if at all. The commencement, enrollment and completion of clinical trials can be delayed for a number of reasons, including, but not limited to, delays related to:

	December 31,						Changes in
	2025			2024			Amount			Percentage
Working capital deficit:
Total current assets	$	1,495,877		$	3,236,498		$	(1,740,621	)		(53.8	)%
Total current liabilities		14,147,114			13,882,555			264,559			1.9	%
Working capital deficit	$	(12,651,237	)	$	(10,646,057	)	$	(2,005,180	)		18.8	%

●Our ~~findings~~working capital deficit increased by $2,005,180 to $12,651,237 at December 31, 2025 from $10,646,057 at December 31, 2024. The increase in ~~pre~~working capital deficit was primarily attributable to a decrease in cash of approximately $2,549,000, an increase in accrued professional fees of approximately $1,221,000 which was mainly attributable to the increase in professional services related to our potential merger with YOOV, an increase in accrued payroll liability and compensation of approximately $571,000, an increase in stock subscription liability of $150,000 resulting from the securities purchase agreement signed in June 2025, and an increase in bridge loan payable, net, of approximately $197,000 driven by our bridge loan financing in December 2025, offset by an increase in receivable from sale of equity method investment of $748,000 resulting from execution of the Redemption Agreement signed on February 26, 2025 and the Confidential Settlement Agreement and Mutual Release signed on August 26, 2025 as described elsewhere in this prospectus, a decrease in accrued liabilities and other payables -~~clinical~~ ~~studies;~~related parties of approximately $633,000 which was extinguished upon our sale of equity method investment in the first quarter of 2025, and a decrease in convertible note payable, net, of approximately $1,377,000 mainly due to the conversion of our June 2024 Convertible Note in the principal amount of approximately $2,011,000 into our common stock in the year ended December 31, 2025 and the increase in debt discount of approximately $27,000 resulting from our issuance of the July 2025 Convertible Note in the third quarter of 2025, which was offset by our issuance of the July 2025 Convertible Note with principal of $200,000 in the third quarter of 2025 and the amortization of debt discount and debt issuance costs for our convertible note of approximately $461,000 (excluding the initial fair value of the Second Warrant of $621,353) in the year ended December 31, 2025.

●Because ~~reaching~~the ~~agreements~~exchange onrate ~~acceptable~~conversion ~~terms~~is ~~with~~different for ~~prospective~~the ~~clinical~~consolidated ~~research~~balance ~~organizations,~~sheets orand ~~CROs,~~the ~~and~~consolidated ~~trial~~statements ~~sites~~of cash flows, the ~~terms~~changes ofin ~~which~~assets ~~can~~and beliabilities ~~subject~~reflected toon the ~~extensive~~consolidated ~~negotiation~~statements ~~and~~of ~~may~~cash ~~vary~~flows ~~significantly~~are ~~among~~not ~~different~~necessarily ~~CROs~~identical ~~and~~with ~~trial~~the ~~sites;~~comparable changes reflected on the consolidated balance sheets.

●Cash ~~obtaining~~Flows ~~regulatory~~for ~~approval~~the Year Ended December 31, 2025 Compared to ~~commence~~the aYear ~~clinical~~Ended ~~trial;~~December 31, 2024

●The ~~complying~~following ~~with~~table ~~conditions imposed by a regulatory authority regarding~~ summarizes the ~~scope~~key orcomponents ~~term~~ of aour ~~clinical~~cash ~~trial,~~flows orfor ~~being~~the ~~required~~years toended ~~conduct~~December ~~additional~~31, ~~trials~~2025 ~~before~~and ~~moving on to the next phase of trials;~~2024:

● obtaining institutional review board, or IRB, approval to conduct a clinical trial at numerous prospective sites;

	Years Ended December 31,
	2025			2024
Net cash used in operating activities from continuing operations	$	(4,580,620	)	$	(4,668,458	)
Net cash provided by (used in) investing activities from continuing operations		1,083,026			(100,000	)
Net cash provided by financing activities from continuing operations		1,400,820			7,638,667
Net cash flows used in discontinued operations		(443,299	)		(289,965	)
Effect of exchange rate on cash		(9,018	)		1,447
Net (decrease) increase in cash	$	(2,549,091	)	$	2,581,691

●Net ~~recruiting~~cash flow used in operating activities from continuing operations for the year ended December 31, 2025 was $4,580,620, which primarily reflected our consolidated net loss from continuing operations of approximately $17,519,000, and ~~enrolling~~the ~~patients~~non-cash toitem ~~participate~~adjustments, consisting of income from equity method investment of approximately $393,000, and change in ~~clinical~~fair ~~trials~~market ~~for~~value aof ~~variety~~derivative liability of ~~reasons~~approximately $538,000, ~~including~~offset by ~~the~~stock-based ~~size~~compensation and service expense of ~~the~~approximately ~~patient~~$1,816,000, ~~population~~amortization of debt issuance costs and debt discount of approximately $1,136,000, ~~nature~~and loss on extinguishment of ~~trial~~debt ~~protocol~~of approximately $9,077,000 ~~meeting~~resulted from the ~~enrollment~~reduction ~~criteria~~in ~~for~~the conversion price of our ~~studies,~~June ~~screening~~2024 ~~failures~~Convertible Note, and the ~~inability~~changes in operating assets and liabilities, primarily consisting of ~~the~~an ~~sites~~increase toin ~~conduct~~accrued liabilities ~~trial~~and ~~procedures~~other ~~properly~~payables of approximately $1,750,000 which was mainly driven by the ~~availability~~increase in accrued professional fees of ~~approved~~approximately $1,221,000 ~~effective~~related ~~treatments~~to ~~for~~our potential merger with YOOV in the ~~relevant~~year ~~disease~~ended December 31, 2025 and ~~competition~~the ~~from~~increase ~~other~~in ~~clinical~~accrued ~~trial~~payroll ~~programs~~liability and ~~for~~compensation ~~similar~~of ~~indications;~~approximately $571,000.

● retaining patients who have initiated their participation in a clinical trial but may be prone to withdraw due to the treatment protocol, lack of efficacy, personal issues, or side effects from the therapy, or who are lost to further follow-up;

● manufacturing sufficient quantities of a product candidate for use in clinical trials on a timely basis;

● complying with design protocols of any applicable special protocol assessment we receive from the FDA;

● severe or unexpected cell therapy side effects experienced by patients in a clinical trial;

● collecting, analyzing and reporting final data from the clinical trials;

● breaches in quality of manufacturing runs that compromise all or some of the doses made; positive results in FDA-required viral testing; karyotypic abnormalities in our cell product; or contamination in our manufacturing facilities, all of which events would necessitate disposal of all cells made from that source;

● availability of materials provided by third parties necessary to manufacture our product candidates;

● availability of adequate amounts of acceptable tissue for preparation of master cell banks for our products; and

● requirements to conduct additional trials and studies, and increased expenses associated with the services of our CROs and other third parties.

If we are required to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate, we or our development partners, if any, may be delayed in obtaining, or may not be able to obtain or maintain, clinical or marketing approval for these product candidates. We may not be able to obtain approval for indications that are as broad as intended, or we may be able to obtain approval only for indications that are entirely different from those indications for which we sought approval.

~~Changes~~Net cash flow used in ~~regulatory~~operating ~~requirements~~activities ~~and~~from ~~guidance~~continuing ~~may~~operations ~~occur~~for the year ended December 31, ~~and~~2024 wewas ~~may~~$4,668,458, ~~need~~which toprimarily ~~amend~~reflected our ~~clinical~~consolidated ~~trial~~net ~~protocols~~loss tofrom ~~reflect~~continuing ~~these~~operations ~~changes~~of ~~with~~approximately $7,040,000, and the non-cash item adjustment, consisting of change ~~appropriate~~in ~~regulatory~~fair ~~authorities.~~market ~~Amendments~~value ~~may~~of ~~require~~derivative usliability toof ~~resubmit~~approximately ~~our~~$374,000, ~~clinical~~and ~~trial~~the ~~protocols~~changes toin ~~IRBs~~operating ~~for~~assets ~~re-examination~~and liabilities, primarily ~~which~~consisting ~~may~~of ~~impact~~an ~~the~~increase ~~costs,~~in ~~timing,~~prepaid orexpense ~~successful~~and ~~completion~~other assets of aapproximately ~~clinical~~$107,000 ~~trial.~~mainly Ifdue weto ~~experience~~the ~~delays~~increase in ~~the~~finished ~~completion~~goods of, orapproximately if$92,000, wea ~~terminate,~~decrease ~~our~~in ~~clinical~~accrued ~~trials~~liabilities and other payables of approximately $1,206,000 ~~the~~resulting ~~commercial~~from ~~prospects~~payments ~~for~~made to our ~~product~~vendors ~~candidates~~in ~~will~~the beyear ~~harmed~~ended December 31, 2024, and ~~our~~a ~~ability~~decrease ~~to generate~~in ~~product~~operating ~~revenues~~lease ~~will~~obligation beof ~~delayed.~~approximately In$123,000, ~~addition~~offset by the non-cash items adjustment, ~~many~~primarily consisting of ~~the~~amortization ~~factors~~of ~~that~~operating ~~cause~~lease right-of-use asset of approximately $123,000, orstock-based compensation ~~lead~~and toservice expense of approximately $522,000, aloss ~~delay~~from inequity ~~the~~method ~~commencement~~investments of approximately $847,000 which was mainly orattributable ~~completion~~to the amortization of ~~clinical~~identifiable ~~trials~~intangible ~~may~~assets ~~also~~acquired ~~ultimately~~from ~~lead~~Lab toServices MSO acquisition of approximately $667,000 and the ~~denial~~impairment of ~~regulatory~~goodwill ~~approval~~acquired from Lab Services MSO acquisition of aapproximately ~~product~~$260,000, ~~candidate.~~resulting ~~Even~~from ifLab Services MSO’s welower ~~are~~revenues ~~able~~and tonet ~~ultimately~~incomes ~~commercialize~~than anticipated and the decline in our ~~product~~stock ~~candidates~~price and market capitalization, ~~other~~distribution ~~therapies~~of ~~for~~earnings from ~~the~~equity ~~same~~method orinvestment ~~similar~~of ~~indications~~approximately ~~may~~$612,000, ~~have~~amortization ~~been introduced~~of todebt ~~the~~issuance ~~market~~costs and ~~already~~debt ~~established~~discount aof ~~competitive~~approximately ~~advantage.~~$1,292,000, impairment ~~Any~~of ~~delays~~laboratory inequipment ~~obtaining~~of ~~regulatory~~approximately ~~approvals~~$111,000, ~~may:~~and debt modification charge of approximately $689,000.

●We ~~delay~~expect ~~commercialization~~our ~~of,~~cash ~~and~~used in ~~our~~operating ~~ability~~activities to ~~derive~~increase ~~product~~in ~~revenues~~the ~~from,~~next ~~our~~12 ~~product~~months ~~candidates;~~due to the following:

● ~~impose~~the ~~costly~~development ~~procedures~~and oncommercialization usof new products; orand

● ~~diminish~~an ~~any~~increase ~~competitive~~in ~~advantages~~public ~~that~~relations and/or sales promotions for existing and/or new brands as we ~~may~~expand ~~otherwise~~within ~~enjoy~~existing markets or enter new markets.

~~Our~~Net ~~success~~cash ~~depends~~flow ~~upon~~provided by investing activities from continuing operations was $1,083,026 for the year ended December 31, 2025, as compared to net cash flow used in investing activities ~~viability~~from continuing operations of ~~our~~$100,000 ~~product~~for ~~candidates~~the ~~and~~year ended December 31, 2024. During the year ended December 31, 2025, we ~~cannot~~received beproceeds from ~~certain~~sale ~~any~~of equity method investment of ~~them~~$1,069,000 ~~will~~and ~~receive~~acquired ~~regulatory~~cash ~~approval~~on toacquisition beof ~~commercialized~~approximately $14,000. During the year ended December 31, 2024, we paid $100,000 for the acquisition of a 40% interest in Lab Services MSO.

~~We will~~Net ~~need~~cash ~~FDA~~flow ~~approval~~provided toby ~~market~~financing ~~and~~activities from ~~sell~~continuing ~~any~~operations ofwas ~~our~~$1,400,820 ~~product~~for ~~candidates~~the inyear ~~the~~ended ~~United~~December ~~States~~31, ~~and~~2025, ~~approvals~~as ~~from~~compared ~~FDA-equivalent regulatory~~to ~~authorities~~$7,638,667 infor ~~foreign~~the ~~jurisdictions~~year toended ~~commercialize~~December 31, ~~our~~2024. ~~product~~During ~~candidates~~the inyear ~~those~~ended ~~jurisdictions.~~December In31, ~~order~~2025, towe ~~obtain FDA~~received ~~approval~~proceeds offrom ~~any~~issuance of ~~our~~July ~~product~~2025 ~~candidates~~Convertible Note of $200,000, weproceeds from ~~must~~stock ~~submit~~subscription toof ~~the~~$150,000, ~~FDA~~an aadvance ~~new~~from ~~drug~~pending ~~application,~~sale orof ~~NDA,~~noncontrolling orinterest ain ~~biologics~~subsidiary ~~license application,~~of orapproximately ~~BLA~~$50,000, ~~demonstrating~~net proceeds ~~that~~from the ~~product~~issuance ~~candidate~~of isconvertible ~~safe~~preferred ~~for~~stock ~~humans~~of ~~and~~$290,000 ~~effective~~(net of cash paid for ~~its~~convertible ~~intended~~preferred ~~use.~~stock ~~This~~issuance ~~demonstration~~costs ~~requires~~of ~~significant~~$10,000), ~~research~~proceeds ~~and~~from ~~animal~~the ~~tests,~~issuance ~~which~~of ~~are~~bridge ~~referred~~loan toof as$300,000, ~~pre-clinical~~and ~~studies,~~proceeds asfrom ~~well~~issuance asof ~~human~~common ~~tests,~~stock ~~which~~and ~~are~~warrants approximately ~~referred~~$476,000, tooffset asby ~~clinical~~payments ~~trials.~~made ~~Satisfaction~~for offering costs of ~~the~~approximately ~~FDA’s~~$65,000. ~~regulatory~~During ~~requirements~~the ~~typically~~year ~~takes~~ended ~~many~~December ~~years~~31, ~~depends~~2024, ~~upon~~we received net proceeds from the ~~type,~~issuance ~~complexity,~~of convertible debts and ~~novelty~~warrants of ~~the~~approximately ~~product candidate~~$3,085,000 ~~and~~(net ~~requires~~of ~~substantial~~original ~~resources~~issue ~~for~~discount ~~research,~~of ~~development~~approximately $177,000 ~~testing~~ and ~~manufacturing.~~cash Wepaid ~~cannot~~for ~~predict~~convertible ~~whether~~note ~~our~~issuance ~~research~~costs ~~and~~of ~~clinical~~approximately ~~approaches~~$283,000), ~~will~~an ~~result~~advance infrom ~~cell~~the ~~therapies~~pending ~~that~~sale ~~the~~of ~~FDA~~a ~~considers~~noncontrolling ~~safe~~interest ~~for~~in ~~humans~~a ~~and~~subsidiary ~~effective~~of ~~for~~approximately ~~indicated~~$2,122,000, ~~uses.~~net ~~The~~proceeds ~~FDA~~from ~~has~~equity ~~substantial~~offering ~~discretion~~of inapproximately ~~the~~$2,719,000 ~~drug~~(net ~~approval~~of ~~process~~cash ~~and may require~~paid usfor tocommission ~~conduct~~and ~~additional~~other ~~pre-clinical~~offering ~~and~~costs ~~clinical~~of ~~testing~~approximately or$138,000), toand ~~perform~~proceeds ~~post-marketing~~from ~~studies.~~issuance ~~The~~of ~~approval~~convertible ~~process~~preferred ~~may~~stock ~~also~~of $3,500,000, beoffset ~~delayed~~ by ~~changes~~repayments inmade ~~government~~for ~~regulation,~~loan ~~future~~payable ~~legislation,~~- ~~administrative~~related ~~action~~party orof ~~changes~~$400,000, inand ~~FDA~~made ~~policy~~for ~~that~~convertible ~~occur~~debts ~~prior to~~of orapproximately ~~during our regulatory review~~$3,388,000.

~~Even if~~The wefollowing ~~comply with all FDA requests, the FDA may ultimately reject one or more of our NDAs or BLAs, as applicable. We cannot be~~trends ~~sure~~are ~~that~~reasonably welikely ~~will ever obtain regulatory clearance for our product candidates. Failure~~ to ~~obtain~~result ~~FDA~~in ~~approval~~a ofmaterial ~~any~~decrease ofin our ~~product candidates~~liquidity ~~will~~over ~~reduce~~the ~~our~~near ~~number~~to oflong ~~potentially salable products and, therefore, corresponding product revenues, and will have a material and adverse impact on our business.~~term:

As● ~~the~~an ~~results~~increase ~~of earlier pre-clinical studies or clinical trials are not necessarily predictive of future results, any product candidate we advance into clinical trials may not have favorable results~~ in ~~later~~working ~~clinical~~capital ~~trials~~requirements orto ~~receive~~finance ~~regulatory~~our ~~approval.~~current business;

~~Even if~~● ~~our pre-clinical studies and clinical trials are completed as planned, clinical trials, we cannot be certain that their results will support~~ the ~~claims~~use of ~~our~~capital ~~product~~for ~~candidates.~~acquisitions ~~Positive results in pre-clinical testing~~ and ~~early clinical trials do not ensure that results from later clinical trials will also be positive, and we cannot be sure that~~ the ~~results~~development of ~~later~~business ~~clinical~~opportunities; ~~trials will replicate the results of prior clinical trials~~ and pre-clinical testing. A number of companies in the pharmaceutical industry, including those with greater resources and experience, have suffered significant setbacks in Phase II or Phase III clinical trials, even after seeing promising results in earlier clinical trials.

~~Our clinical~~● trial process may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses. This failure would cause us to abandon a product candidate and may delay development of other product candidates. Any delay in, or termination of, our clinical trials will delay or cause us to refrain from the ~~filing~~cost of ~~our~~being ~~NDAs~~a ~~and/or~~public ~~BLAs with the FDA and, ultimately, our ability to commercialize our product candidates and generate product revenues~~company. ~~In addition, our clinical trials to date involve small patient populations. Because of the small sample size, the results of these clinical trials may not be indicative of future results.~~

~~Our~~In ~~business~~addition, ~~faces~~the ~~significant government~~impact ~~regulation,~~that the imposition of tariffs and ~~there~~changes isto noglobal ~~guarantee~~trade ~~that~~policies ~~our~~could ~~product~~have ~~candidates~~on ~~will~~our ~~receive~~results ~~regulatory~~of ~~approval~~operations is uncertain.

~~Our research~~We ~~and~~estimate ~~development activities~~that, ~~pre-clinical~~based ~~studies,~~on ~~anticipated~~current ~~human~~plans ~~clinical~~and ~~trials~~assumptions, our ~~and~~available ~~anticipated~~cash ~~manufacturing~~will ~~and marketing~~be ofinsufficient to satisfy our ~~potential~~cash ~~products~~requirements ~~are~~under ~~subject~~our topresent ~~extensive~~operating ~~regulation~~expectations bythrough ~~the~~cash ~~FDA~~flow provided by operations and ~~other~~sales ~~regulatory~~of ~~authorities~~equity. inOther ~~the~~than ~~United States,~~funds received as ~~well~~described asabove byand ~~regulatory~~cash ~~authorities~~resources ingenerated from our operations, we presently have no other ~~countries.~~significant Inalternative ~~the~~source ~~United~~of ~~States,~~working ~~our~~capital. ~~product~~We ~~candidates~~have ~~are~~used ~~subject~~these funds to ~~regulation~~fund our operating expenses, pay our obligations asand ~~biological~~grow ~~products~~our orcompany. asWe ~~combination~~will ~~biological~~need ~~products/medical~~to ~~devices~~raise ~~under~~significant ~~the~~additional ~~Federal~~capital ~~Food,~~to ~~Drug~~fund our operations and ~~Cosmetic~~to ~~Act,~~provide ~~the Public~~working ~~Health~~capital ~~Service~~for ~~Act~~our ongoing operations and ~~other~~obligations. ~~statutes~~Therefore, asour ~~outlined~~future inoperation ~~the~~is ~~Code~~dependent ofon ~~Federal~~our ~~Regulations.~~ability ~~Different~~to ~~regulatory~~secure ~~requirements~~additional financing. Financing transactions may ~~apply~~include tothe ~~our~~issuance ~~products~~of ~~depending~~equity onor ~~how~~debt ~~they~~securities, ~~are~~obtaining ~~categorized~~credit byfacilities, ~~the~~or ~~FDA~~other ~~under~~financing ~~these laws~~mechanisms. ~~These~~However, there ~~regulations~~ can be ~~subject~~no ~~to substantial~~assurance ~~and~~that ~~significant~~financing ~~interpretation,~~will ~~addition,~~be ~~amendment~~available orin ~~revision~~amounts byor ~~the~~on ~~FDA~~terms ~~and~~acceptable byto the ~~legislative process~~Company. ~~The~~Additionally, ~~FDA~~the trading ~~may~~price ~~determine~~of ~~that~~our wecommon ~~will~~stock ~~need~~and toa ~~undertake~~downturn ~~clinical~~in ~~trials~~the ~~beyond~~U.S. ~~those~~equity ~~currently~~and ~~planned.~~debt ~~Furthermore,~~markets ~~the~~could ~~FDA~~make ~~may~~it ~~determine~~more difficult to obtain financing through ~~that~~the ~~results~~issuance of ~~clinical~~equity ~~trials~~or dodebt ~~not~~securities. ~~support~~Even ~~approval~~if ~~for~~we are able to raise the ~~product.~~funds ~~Similar~~required, ~~determinations~~it ~~may~~is bepossible ~~encountered~~that inwe ~~foreign~~could ~~countries.~~incur unexpected ~~The~~costs ~~FDA~~and ~~will~~expenses ~~continue~~or toexperience ~~monitor~~unexpected ~~products~~cash inrequirements ~~the~~that ~~market~~would ~~after~~force ~~approval,~~us ifto ~~any,~~seek ~~and~~alternative ~~may~~financing. ~~determine~~Furthermore, toif ~~withdraw~~we ~~its~~issue additional ~~approval~~equity or ~~otherwise seriously~~debt ~~affect~~securities, ~~the~~stockholders ~~marketing~~may ~~efforts~~experience ~~for~~additional ~~any~~dilution ~~such~~or ~~product.~~the ~~The~~new ~~same~~equity ~~possibilities~~securities ~~exist~~may ~~for~~have ~~trials~~rights, preferences or privileges senior to bethose ~~conducted~~of ~~outside~~existing holders of ~~the~~ ~~United~~our ~~States~~common ~~that~~stock. ~~are~~The ~~subject~~inability to ~~regulations~~obtain ~~established~~additional bycapital ~~local~~may ~~authorities~~restrict our ability to grow and ~~local~~may ~~law.~~reduce ~~Any~~our ~~such~~ability ~~determinations~~to ~~would delay~~continue orto ~~deny~~conduct ~~the~~business ~~introduction~~operations. ofIf ~~our~~we ~~product~~are ~~candidates~~unable to ~~the~~obtain ~~market~~additional ~~and~~financing, ~~have~~we awill be ~~material~~required ~~adverse~~to ~~effect~~cease on our ~~business~~operations. To date, ~~financial condition~~we have not considered this alternative, ~~and~~nor ~~results~~do ofwe ~~operations~~view it as a likely occurrence.

~~Cell based~~Foreign ~~therapeutics~~Currency ~~are~~Exchange ~~subject~~Rate toRisk ongoing periodic unannounced inspection by the FDA, the Drug Enforcement Agency, other federal agencies and corresponding state agencies to ensure strict compliance with good manufacturing practices, and other government regulations and corresponding foreign standards. We do not have control over third-party manufacturers’ compliance with these regulations and standards, nor can we guarantee that we will maintain compliance with such regulations in regards to our own manufacturing processes. Other risks include:

●We ~~regulatory~~ceased ~~authorities~~all ~~may~~operations in ~~require~~China in 2022, with the ~~addition~~exception of ~~labeling~~a ~~statements~~small administrative office. We did not during the year ended December 31, ~~specific~~2025, ~~warnings~~and do not expect in the foreseeable future, ato ~~contraindication~~generate any additional revenue from PRC operations. Thus, orexchange ~~field~~rate ~~alerts~~fluctuations between the RMB and the U.S. dollar do not, and are not expected to, ~~physicians~~have a material effect on us. For the years ended December 31, 2025 and ~~pharmacies;~~2024, we had an unrealized foreign currency translation loss of approximately $9,400 and $300, respectively, because of changes in the exchange rate.

~~● regulatory authorities may withdraw their approval of the IND or the product or require us to take our approved products off the market;~~Inflation

●The weeffect ~~may~~of beinflation on ~~required~~our torevenues ~~change the way the product is manufactured or administered~~ and weoperating ~~may~~results bewas ~~required~~not tosignificant ~~conduct~~for ~~additional~~the ~~clinical~~years ~~trials~~ended orDecember ~~change~~31, ~~the~~2025 ~~labeling~~and ~~of our products;~~2024.

● we may have limitations on how we promote our products; and

● we may be subject to litigation or product liability claims.

Even if our product candidates receive regulatory approval in the United States, we may never receive approval or commercialize our product candidates outside of the United States. In order to market and commercialize any product candidate outside of the United States, we must establish and comply with numerous and varying regulatory requirements of other countries regarding manufacturing, safety and efficacy. Approval procedures vary among countries and can involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries might differ from that required to obtain FDA approval. The regulatory approval process in other countries may include all of the risks detailed above regarding FDA approval in the United States as well as other risks. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory approval process in others. Failure to obtain regulatory approval in other countries, or any delay or setback in obtaining such approval, could have the same adverse effects detailed above regarding FDA approval in the United States. Such effects include the risks that our product candidates may not be approved for all indications requested, which could limit the uses of our product candidates and have an adverse effect on product sales and potential royalties, and that such approval may be subject to limitations on the indicated uses for which the product may be marketed or require costly, post-marketing follow-up studies.

~~Even if our product candidates receive regulatory approval, we may still face future development and regulatory difficulties.~~BUSINESS

~~Even if~~Overview U.S. regulatory approval is obtained, the FDA may still impose significant restrictions on a product’s indicated uses or marketing, or impose ongoing requirements for potentially costly post-approval studies. If any of our products were granted accelerated approval, FDA could require post-marketing confirmatory trials to verify and describe the anticipated effect on irreversible morbidity or mortality or other clinical benefit. FDA may withdraw approval of a drug or indication approved under the accelerated approval pathway if a trial required to verify the predicted clinical benefit of the product fails to verify such benefit; other evidence demonstrates that the product is not shown to be safe or effective under the conditions of use; the applicant fails to conduct any required post-approval trial of the drug with due diligence; or the applicant disseminates false or misleading promotional materials relating to the product. In addition, the FDA currently requires as a condition for accelerated approval the pre-approval of promotional materials, which could adversely impact the timing of the commercial launch of the product.

~~Given the~~We ~~number~~are ofa ~~recent high~~technology-~~profile~~focused ~~adverse~~company ~~safety events~~ with ~~certain drug and cell related products, the FDA may require, as~~ a strategic ~~condition~~focus ofon ~~approval,~~developing ~~costly~~innovative ~~risk~~consumer ~~management~~health ~~programs,~~and ~~which~~Agentic ~~may~~AI ~~include~~products ~~safety~~that ~~surveillance,~~target ~~restricted~~consumers ~~distribution~~ and ~~use, patient~~small ~~education,~~businesses. ~~enhanced~~Throughout ~~labeling,~~our ~~special packaging or labeling~~operating history, ~~expedited~~we ~~reporting~~have ofmaintained ~~certain~~our ~~adverse~~corporate ~~events~~identity, ~~pre-approval of~~management ~~promotional~~team ~~materials,~~ and ~~restrictions~~original onmission ~~direct-to-consumer~~while ~~advertising.~~strategically ~~Furthermore,~~evolving ~~heightened~~our ~~Congressional~~business ~~scrutiny on~~in ~~the~~response ~~adequacy~~to ofmarket ~~the~~conditions ~~FDA’s drug approval process~~ and ~~the~~commercial ~~FDA’s~~opportunities, ~~efforts~~with toeach ~~assure~~such ~~the~~evolution ~~safety~~being ~~of marketed cell based therapy has resulted in~~ the ~~proposal~~product of ~~new~~deliberate ~~legislation addressing drug safety issues~~decisions. IfWe ~~enacted, any new legislation could result in~~are ~~delays~~actively orseeking ~~increased~~complementary ~~costs~~bolt-on ~~during~~AI ~~the~~acquisitions ~~period~~that ofcould ~~product~~generate ~~development,~~near-term ~~clinical~~revenue ~~trials,~~to ~~and~~supplement ~~regulatory~~our ~~review~~current ~~and~~operations ~~approval,~~ as ~~well~~both assegments ~~increased~~continue ~~costs~~ to ~~assure~~develop. ~~compliance~~We ~~with~~believe ~~any~~our ~~new~~diverse ~~post-approval~~and ~~regulatory~~evolving ~~requirements.~~portfolio ~~Any~~ of ~~these~~commercial ~~restrictions~~activities orreflects ~~requirements could~~our ~~force~~ongoing uscommitment to identifying ~~conduct~~and ~~costly~~building ~~studies~~value-oriented ortechnology ~~increase~~businesses ~~the time~~ for ~~us to become profitable. For example, any labeling approved for any of our product candidates may include a restriction on~~ the ~~term~~benefit of its ~~use, or it may not include one or more of our intended indications~~stockholders.

~~Our product~~Current ~~candidates~~Business will also be subject to ongoing FDA requirements for the labeling, packaging, storage, advertising, promotion, record-keeping, and submission of safety and other post-market information on the cell based therapy. New issues may arise during a product lifecycle that did not exist, or were unknown, at the time of product approval, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured. Since approved products, manufacturers, and manufacturers’ facilities are subject to continuous review and periodic inspections, these new issues post-approval may result in voluntary actions by us or may result in a regulatory agency imposing restrictions on that product or us, including requiring withdrawal of the product from the market or for use in a clinical study. If our product candidates fail to comply with applicable regulatory requirements, such as good manufacturing practices, a regulatory agency may:Operations

●We ~~issue~~currently ~~warning~~operates ~~letters~~through two business segments: (i) a consumer health technology segment, through which we distributes the Keto Air breathalyzer device - a non-invasive consumer breathalyzer that measures ketosis levels and is sold in North America, bearing an FDA registration number; and (ii) an artificial intelligence software segment, through which we develop and commercialize an AI-driven, short-form video generation platform operated by Avalon Quantum AI, LLC, our wholly owned subsidiary formed in connection with our acquisition of RPM Interactive, Inc. in December 2025. Each segment is described in full below.

●Consumer ~~require~~Health usTechnology toSegment ~~enter~~- ~~into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions, and penalties for noncompliance;~~Keto-Air Breathalyzer

~~● impose other civil or criminal penalties;~~Overview

●Our ~~suspend~~consumer ~~regulatory~~health ~~approval;~~technology segment is centered on the Keto Air breathalyzer device, a non-invasive consumer health product that allows users to determine whether they are in a state of nutritional ketosis, and at what level, by exhaling into a compact, pen-like breathalyzer. Ketosis is a metabolic state in which the body burns fat for fuel rather than carbohydrates, and is widely associated with low-carbohydrate and ketogenic dietary regimens. The Keto Air device represents a meaningful improvement over prior methods of measuring ketosis, such as urine test strips or earlier-generation breathalyzers that required cartridge replacements, offering users a convenient, reusable, and non-invasive testing experience.

●We ~~suspend~~entered ~~any~~into ~~ongoing~~an ~~clinical~~exclusive ~~trials;~~North American distribution agreement for the Keto-Air technology and device in 2024. Pursuant to this agreement, we have exclusive distribution rights in the United States, Canada and Mexico through July of 2025 and since that time, we continue to be the only distributor in North America. We believe this provides us with a meaningful competitive advantage in the North American ketosis monitoring market for the duration of the agreement.

●We ~~refuse~~previously tohad ~~approve~~a ~~pending~~THC ~~applications~~breathalyzer ordevice ~~supplements~~under development. In March 2026, we discontinued development of that product due to ~~approved~~a ~~applications~~lack ~~filed~~of byavailable ~~us;~~funding. The discontinuation of the THC breathalyzer does not affect our Keto Air operations or sales of the Keto Air device.

●Market ~~impose restrictions on operations, including costly new manufacturing requirements; or~~Opportunity

●Our ~~seize~~commercial orsales ~~detain~~strategy ~~products~~for orKeto ~~require~~Air utilizes two primary channels: social media influencer relationships and a commercial relationship with the Law Enforcement Association of America, which was developed through one of our consultants. We believe the Law Enforcement Association of America relationship is particularly well-suited to the Keto Air product ~~recall~~given the relevance of metabolic health monitoring to the wellness programs of law enforcement personnel and their families.

We are currently in an early-stage commercial testing phase, during which we are assessing broader market demand, refining our distribution and marketing approach, and evaluating the most effective channels for scaling sales. We are continuing to assess the future strategic direction of our Keto Air product line in light of its commercial performance and our overall business portfolio.

IfRegulatory we or current or future collaborators, manufacturers, or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions and substantial penalties, which could affect our ability to develop, market and sell our products and may harm our reputation.Status

~~Although we~~The doKeto ~~not~~Air ~~currently~~device ~~have~~bears ~~any~~an ~~products~~FDA ~~on the market, once our therapeutic candidates or clinical trials are covered by federal~~registration ~~health care programs~~number, wewhich ~~will~~is berequired ~~subject~~for ~~to additional healthcare statutory and regulatory requirements and enforcement by~~ the ~~federal,~~ ~~state~~commercial ~~and~~sale ~~foreign governments~~ of ~~the~~such ~~jurisdictions~~devices in ~~which~~the weUnited ~~conduct our business~~States. ~~Healthcare~~The ~~providers,~~device ~~physicians and~~is ~~third~~classified ~~party~~as ~~payors play~~ a ~~primary~~consumer ~~role in the recommendation~~ product and ~~prescription~~is ofnot ~~any~~a ~~therapeutic~~regulated ~~candidates~~medical ~~for~~device ~~which~~requiring weFDA ~~obtain marketing~~pre-market approval., ~~Our future arrangements with third party payors~~ and ~~customers~~accordingly may ~~expose~~be ussold directly to ~~broadly~~any ~~applicable~~consumer ~~fraud and~~without ~~abuse,~~a ~~transparency,~~prescription ~~and~~or other ~~healthcare~~regulatory ~~laws~~authorization. ~~and~~We ~~regulations~~believe ~~that~~this ~~may~~regulatory ~~constrain~~profile ~~the~~provides ~~business~~us orwith ~~financial~~a ~~arrangements~~straightforward ~~and~~commercial ~~relationships~~pathway ~~through~~to ~~which we~~ market, ~~sell~~in ~~and~~the ~~distribute~~United ~~our~~States ~~therapeutic candidates for which we obtain marketing approval. Restrictions under applicable federal~~ and ~~state~~across ~~healthcare~~North ~~laws and regulations include, but are not limited to, the following:~~America.

●Artificial ~~the~~Intelligence ~~U.S.~~Software ~~federal Anti~~Segment -~~Kickback~~ ~~Statute,~~Avalon ~~which~~Quantum ~~prohibits~~AI, ~~among~~LLC ~~other~~/ ~~things,~~RPM persons from soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual for a healthcare item or service, or the purchasing or ordering of an item or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare or Medicaid;Interactive

● federal civil and criminal false claims laws and civil monetary penalty laws, such as the U.S. federal FCA, which imposes criminal and civil penalties, including through civil whistleblower or qui tam actions, against, individuals or entities for knowingly presenting or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA;Overview

●Our ~~HIPAA~~artificial ~~includes~~intelligence asoftware ~~fraud~~segment ~~and~~is operated ~~abuse~~through ~~provision~~Avalon ~~referred~~Quantum toAI, ~~as the HIPAA All-Payor Fraud Law~~LLC, ~~which~~a ~~imposes~~wholly ~~criminal~~owned ~~and~~subsidiary ~~civil~~of ~~liability~~our ~~for~~company ~~executing~~organized ain ~~scheme~~the toState ~~defraud~~of ~~any~~Nevada ~~healthcare~~and ~~benefit~~formed ~~program,~~in orconnection with ~~knowingly~~our ~~and~~acquisition ~~willfully~~of ~~falsifying~~RPM Interactive, ~~concealing~~Inc. or("RPM") ~~covering~~in upDecember a2025. ~~material~~RPM ~~fact~~merged orwith ~~making~~and ~~any~~into ~~materially~~Avalon ~~false~~Quantum ~~statement~~AI, inLLC ~~connection~~pursuant to ~~with~~ the ~~delivery~~merger, ofand orAvalon ~~payment~~Quantum ~~for healthcare benefits~~AI, ~~items~~LLC orcontinues ~~services. Similar~~ to ~~the~~operate ~~federal~~as ~~Anti-Kickback~~our ~~Statute,~~wholly aowned ~~person~~subsidiary. orAvalon ~~entity~~Quantum ~~does~~AI ~~not~~LLC ~~need~~is toadvancing ~~have~~next-generation Agentic ~~actual~~AI ~~knowledge~~systems, ofincluding ~~the~~automated ~~statute~~video orgeneration, ~~specific~~small ~~intent~~business tomarketing, ~~violate~~and itworkflow inautomation ~~order to have committed a violation;~~solutions.

●The ~~HIPAA,~~Catch-Up asAI-powered ~~amended~~Video byPlatform ~~HITECH,~~- and its implementing regulations, which impose obligations on certain covered entity healthcare providers, health plans, and healthcare clearinghouses as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding, the privacy, security, and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of certain breaches of security of individually identifiable health information;Phase 1

●The ~~federal~~Catch-Up ~~and~~platform ~~state~~is ~~consumer~~an ~~protection~~AI-driven, ~~and~~short-form video ~~unfair~~generation ~~competition~~software ~~laws~~product. In its current Phase 1 form, the platform enables content creators - with an initial focus on the podcasting market - to input a topic of their choosing, after which ~~broadly~~the ~~regulate~~platform ~~marketplace~~automatically ~~activities~~scrapes YouTube for relevant videos, identifies the most-viewed or most-discussed content on that topic, and ~~activities~~generates a structured, short-form video featuring an AI-generated avatar of the creator that ~~potentially~~replicates ~~harm~~their ~~consumers;~~voice and likeness. Each generated video consists of three segments: an introduction delivered by the creator's AI avatar, the featured video clip sourced by the platform, and a concluding statement also delivered by the AI avatar.

●The core appeal of the ~~federal~~Catch-Up ~~Physician~~platform ~~Payment~~to ~~Sunshine~~content creators ~~Act~~is ~~and~~efficiency: the ~~implementing~~software ~~regulations,~~automates ~~also~~the ~~referred~~time-consuming toprocess asof ~~“Open~~identifying ~~Payments~~and sourcing video content,” ~~issued~~writing ~~under~~scripts, and ~~the~~producing ~~ACA~~recordings, ~~which~~enabling ~~require~~creators ~~that~~to ~~manufacturers~~generate ofdaily ~~pharmaceutical~~content ~~and~~at ~~biological~~scale ~~drugs~~and ~~reimbursable~~drive ~~under~~increased ~~Medicare~~views, ~~Medicaid~~clicks, and ~~Children’s~~subscriber ~~Health~~engagement across ~~Insurance~~their ~~Programs~~platforms. ~~report~~We tobelieve the ~~Department~~demand offor ~~Health~~automated, ~~and~~high-quality ~~Human~~content ~~Services~~generation ~~all~~tools ~~consulting~~among ~~fees,~~the ~~travel~~creator ~~reimbursements,~~economy ~~research~~is ~~grants,~~ substantial and ~~other payments~~growing, ~~transfers~~and ofthat ~~value~~the orCatch-Up ~~gifts~~platform ~~made~~is well-positioned to ~~physicians~~address ~~and~~this ~~teaching hospitals with limited exceptions; and~~demand.

●The ~~analogous~~platform ~~state~~is ~~laws~~currently ~~and~~in ~~regulations,~~beta ~~such~~testing ~~as,~~with a ~~state~~limited ~~anti-kickback~~number ~~and~~of ~~false~~content ~~claims~~creators. ~~laws~~We ~~potentially~~are ~~applicable~~using tothis ~~sales~~beta orperiod marketing arrangements and claims involving healthcare items or services reimbursed by nongovernmental third party payors, including private insurers; and some state laws require pharmaceutical companies to ~~comply~~refine ~~with~~ the ~~pharmaceutical industry’~~platform's ~~voluntary~~AI ~~compliance~~avatar ~~guidelines~~generation ~~and~~capabilities, ~~the~~test ~~relevant compliance guidance promulgated by~~ the content ~~federal~~sourcing ~~government in addition to requiring drug~~ and ~~cell~~curation ~~based therapy manufacturers to report information related to payments to physicians and other healthcare providers or marketing expenditures~~algorithms, and ~~state~~gather ~~laws~~user ~~governing~~feedback ~~the privacy and security of health information~~ in ~~certain~~advance ~~circumstances, many~~ of ~~which~~a ~~differ~~broader ~~from~~commercial ~~each~~launch. ~~other~~You inmay ~~significant~~view ~~ways~~the ~~and~~beta ~~often are not preempted by HIPAA, thus complicating compliance efforts~~at www.catch-up.com.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be timeCatch-~~and~~Up ~~resource-consuming and~~Phase ~~can~~2 ~~divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business.~~Development

~~Ensuring that~~History ~~our business arrangements with third-parties comply with applicable healthcare laws and regulations could involve substantial costs. If our operations are found to be in violation~~ of any such requirements, we may be subject to penalties, including civil or criminal penalties, monetary damages, the curtailment or restructuring of our operations, or exclusion from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid, any of which could adversely affect our financial results. Although effective compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, these risks cannot be entirely eliminated. Any action against us for an alleged or suspected violation could cause us to incur significant legal expenses and could divert our management’s attention from the operation of our business, even if our defense is successful. In addition, achieving and sustaining compliance with applicable laws and regulations may be costly to us in terms of money, time and resources. Operations

~~Any~~Wind-Down ~~cell~~of ~~based~~China ~~therapies~~Operations ~~we develop may become subject to unfavorable pricing regulations, third party coverage and reimbursement practices or healthcare reform initiatives, thereby harming our business.~~(2022-2023)

~~The regulations~~Our ~~that~~initial ~~govern~~commercial ~~marketing~~strategy ~~approvals,~~was ~~pricing,~~focused ~~coverage and reimbursement for new drugs and cell based therapies vary widely~~on ~~from country to country. Some countries require approval of~~ the ~~sale~~cellular ~~price~~therapy ~~of a drug before it can be marketed. In many countries~~sector, ~~the~~ ~~pricing~~where ~~review~~we ~~period~~sought ~~begins~~to ~~after~~advance ~~marketing~~innovative orcellular ~~product~~therapy ~~licensing~~technologies ~~approval~~in isboth ~~granted.~~the InUnited ~~some~~States ~~foreign~~and ~~markets, prescription~~China. ~~pharmaceutical~~Beginning ~~pricing~~in ~~remains~~2022 ~~subject~~and to continuing ~~governmental~~through ~~control~~2023, ~~even~~our ~~after~~Board ~~initial~~of ~~approval~~Directors isdetermined ~~granted. Although we intend~~ to ~~monitor~~wind ~~these~~down ~~regulations,~~ our ~~programs~~operations ~~are currently~~ in ~~earlier~~the ~~stages~~People's Republic of ~~development~~China and weto ~~will~~divest ~~not~~all beassets, ~~able~~subsidiaries, toand ~~assess~~relationships ~~the impact~~associated ofwith ~~price~~our ~~regulations~~China-based ~~for~~activities. aThis ~~number~~decision ofreflected both ~~years.~~the Aschanged acommercial ~~result,~~and weregulatory ~~might~~landscape ~~obtain~~applicable ~~regulatory~~to ~~approval~~our ~~for~~cellular atherapy ~~product~~program inand aour ~~particular country,~~inability ~~but~~to ~~then~~secure bethe ~~subject~~capital necessary to ~~price~~advance ~~regulations~~the ~~that~~program ~~delay~~at ~~our~~the ~~commercial~~scale ~~launch~~required ofto ~~the~~achieve ~~product~~commercial ~~and~~viability. ~~negatively~~By ~~impact~~November ~~the~~2022, ~~revenues~~ we ~~are~~had ~~able~~ceased toall ~~generate~~active ~~from~~operations in the ~~sale~~PRC, ofand the ~~product~~wind-down inwas ~~that~~completed ~~country~~during 2023.

~~Our ability~~Laboratory toServices ~~commercialize~~Strategy any products successfully also will depend in part on the extent to which coverage and reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. However, there may be significant delays in obtaining coverage for newly(2023-approved cell based therapies. Moreover, eligibility for coverage does not necessarily signify that a cell based therapy will be reimbursed in all cases or at a rate that covers our costs, including research, development, manufacture, sale and distribution costs. Also, interim payments for new cell based therapy if applicable, may be insufficient to cover our costs and may not be made permanent. Thus, even if we succeed in bringing one or more products to the market, these products may not be considered medically necessary or cost-effective, and the amount reimbursed for any products may be insufficient to allow us to sell our products on a competitive basis. Because our programs are in earlier stages of development, we are unable at this time to determine their cost effectiveness, or the likely level or method of reimbursement. In addition, obtaining coverage and reimbursement approval of a product from a government or other third-party payor is a time-consuming and costly process that could require us to provide to each payor supporting scientific, clinical and cost-effectiveness data for the use of our product on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement will be obtained. A payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Further, one payor’s determination to provide coverage for a product does not assure that other payors will also provide coverage for the product. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize any product candidate that we successfully develop.2025)

~~Increasingly~~In February 2023, ~~the~~ ~~third~~through ~~party~~our ~~payors~~subsidiary ~~who~~Avalon Lab, ~~reimburse~~LLC, ~~patients~~we oracquired ~~healthcare~~a ~~providers,~~40% ~~such~~equity asinterest ~~government~~in ~~and~~Laboratory ~~private~~Services ~~insurance~~MSO, ~~plans~~LLC, ~~are~~a ~~seeking greater~~California-based ~~upfront~~clinical ~~discounts~~laboratory company, ~~additional~~for ~~rebates~~total consideration ~~and~~of ~~other~~approximately ~~concessions~~$20.7 tomillion, ~~reduce~~comprised ~~the~~of ~~prices~~approximately ~~for~~$9.0 ~~pharmaceutical~~million ~~products.~~in Ifcash, ~~the~~11,000 ~~price we~~shares ~~are~~of ~~able~~our toSeries ~~charge~~B ~~for~~Convertible Preferred ~~any~~Stock, ~~products~~and wean ~~develop~~additional $666,667 orcash ~~the~~payment ~~reimbursement~~made ~~provided~~in ~~for~~February ~~such~~2024. ~~products~~On February 26, is2025, ~~inadequate~~we inexited ~~light~~the ofinvestment ~~our~~entirely ~~development~~pursuant to a Redemption and ~~other~~Abandonment ~~costs~~Agreement, ~~our~~receiving ~~return~~cash onproceeds ~~investment~~of ~~could~~$1,745,000 beand ~~adversely~~surrendering ~~affected~~our Series B Preferred Stock.

Search for Strategic Acquisitions and YOOV Merger Agreement (2024-2025)

Acquisition of RPM Interactive, Inc. and Formation of Avalon Quantum AI, LLC (December 2025)

~~We currently~~Intellectual expect that certain drugs we develop may need to be administered under the supervision of a physician on an outpatient basis. Under currently applicable U.S. law, certain drugs that are not usually self-administered (including injectable cell based therapies) may be eligible for coverage under Medicare through Medicare Part B. Specifically, Medicare Part B coverage may be available for eligible beneficiaries when the following, among other requirements have been satisfied:Property

●Cellular ~~the~~Therapy ~~product~~Patent ~~is reasonable and necessary for the diagnosis or treatment of the illness or injury for which the product is administered according to accepted standards of medical practice;~~Portfolio

●We hold a portfolio of patents developed during our cellular therapy operating period. This portfolio includes patents that are co-owned with the ~~product~~Massachusetts isInstitute ~~typically~~of ~~furnished~~Technology ("MIT"), ~~incident~~arising tofrom a ~~physician’s~~prior ~~services;~~joint research agreement between our company and MIT, as well as patents co-owned with Arbele, a Hong Kong-based company that collaborated with us during our cellular therapy research activities. We regard the MIT co-ownership as a material component of our patent portfolio, and we disclose it accordingly.

●Although ~~the~~we ~~indication~~have ~~for~~ceased ~~which~~all ~~the~~active ~~product~~research ~~will~~and development activities related to cellular therapy, we have made a deliberate decision to continue actively maintaining, or "prosecuting," these patents rather than allowing them to lapse or be ~~used~~abandoned. isWe ~~included~~believe the patents may have potential future value - whether through licensing, sale, or ~~approved~~the ~~for~~resumption ~~inclusion~~of activity in ~~certain~~the ~~Medicare~~cellular therapy space -~~designated~~ ~~pharmaceutical~~and ~~compendia~~we ~~(when~~intend ~~used~~to continue maintaining them for anso ~~off~~long as we consider it commercially reasonable to do so. Any decisions regarding the licensing or enforcement of co-~~label~~owned ~~use);~~patents are subject to the terms of our co-ownership arrangements with MIT and Arbele, which may limit our ability to license or enforce such patents unilaterally without the consent of our co-owners.

●Artificial ~~the~~Intelligence ~~product~~Platform ~~has~~- ~~been~~Provisional Patent ~~approved by the FDA.~~Applications

~~Average prices~~In ~~for~~connection ~~cell~~with ~~therapies~~our ~~may~~acquisition beof ~~reduced~~RPM ~~by mandatory discounts or rebates required by government healthcare programs or private~~Interactive, ~~payors~~Inc. and bythe ~~any~~development ~~future~~of ~~relaxation~~our ofgenerative ~~laws~~AI ~~that~~content ~~presently~~platform ~~restrict~~operated ~~imports~~through ofAvalon ~~drugs~~Quantum ~~and~~AI, ~~cell~~LLC, ~~based~~we ~~therapy~~have ~~from~~filed ~~countries~~three ~~where~~provisional ~~they~~patent ~~may~~applications berelating ~~sold~~to ataspects ~~lower~~of ~~prices~~the ~~than~~Catch-Up inplatform's ~~the U~~technology.S. ~~Reimbursement~~Provisional ~~rates~~applications ~~under~~establish ~~Medicare~~an ~~Part~~early Bfiling ~~would depend in part on whether the~~date ~~newly~~and ~~approved~~provide ~~product would be eligible for~~ a ~~unique billing code. Self~~twelve-~~administered,~~month ~~outpatient~~period ~~drugs~~during ~~and~~which ~~cell~~we ~~based~~may ~~therapies are~~file ~~typically~~corresponding ~~reimbursed~~non-provisional ~~under~~patent ~~Medicare~~applications. ~~Part~~We D,intend ~~and~~to ~~cell~~evaluate ~~based therapies that are administered in an inpatient hospital setting~~the ~~are~~commercial ~~typically~~and ~~reimbursed~~strategic ~~under~~value ~~Medicare~~of ~~Part~~converting Athese ~~under~~provisional aapplications ~~bundled~~into ~~payment.~~non-provisional Itapplications isduring ~~difficult~~the ~~for~~applicable ~~us to predict how Medicare coverage~~filing ~~and~~window. ~~reimbursement~~There ~~policies~~can ~~will~~ be ~~applied~~no toassurance ~~our~~that ~~products~~any inpatents ~~the~~will ~~future~~issue ~~and~~from ~~coverage~~these ~~and~~applications, ~~reimbursement~~or ~~under~~that ~~different~~any ~~federal healthcare~~issued ~~programs~~patents ~~are~~will ~~not~~provide ~~always consistent. Medicare reimbursement rates may also reflect budgetary constraints placed on the~~meaningful ~~Medicare~~competitive ~~program~~protection.

~~Third party~~General ~~payors~~Intellectual ~~often~~Property rely upon Medicare coverage policies and payment limitations in setting their own reimbursement rates. These coverage policies and limitations may rely, in part, on compendia listings for approved therapeutics. Our inability to promptly obtain relevant compendia listings, coverage, and adequate reimbursement from both government-funded and private payors for new cell based therapies that we develop and for which we obtain regulatory approval could have a material adverse effect on our operating results, our ability to raise capital needed to commercialize products and our financial condition.Policy

~~We expect~~Our ~~that~~general ~~these~~policy ~~and~~is ~~other~~to ~~healthcare~~seek, ~~reform~~where ~~measures~~appropriate, broad ~~that~~intellectual ~~may~~property beprotection ~~adopted~~for inour ~~the~~current and future products, ~~may~~technologies, ~~result~~and inproprietary ~~more~~information ~~rigorous~~through ~~coverage~~a combination ~~criteria~~of ~~and~~patents, ~~lower~~trade ~~reimbursement~~secrets, contractual arrangements, and inother ~~additional~~available ~~downward~~means, ~~pressure~~both onin the ~~price~~United ~~that~~States weand ~~receive~~internationally. ~~for~~We ~~any~~require all ~~approved~~employees, ~~product.~~consultants, ~~Any~~advisors, and contractors to enter into confidentiality agreements that prohibit the disclosure and unauthorized ~~reduction~~use inof ~~reimbursement~~our ~~from~~confidential ~~Medicare~~information orand, ~~other~~where ~~government-funded~~applicable, ~~programs~~require ~~may~~the ~~result~~disclosure inand aassignment ~~similar~~to ~~reduction~~us inof ~~payments~~ideas, ~~from~~developments, discoveries, ~~private~~and ~~payors~~inventions relevant to our technologies and important to our business. ~~The~~We ~~implementation~~also rely on trade secret protection for certain aspects of ~~cost~~our ~~containment~~proprietary ~~measures~~technology orand ~~other~~business ~~healthcare~~processes, ~~reforms~~including ~~may~~aspects ~~prevent~~of usthe ~~from~~Catch-Up ~~being~~platform's ~~able~~content tosourcing ~~generate~~and curation algorithms ~~revenue,~~that ~~attain~~we ~~profitability~~have ordetermined ~~commercialize~~are ~~our~~better ~~cell~~protected ~~based~~as ~~therapies,~~trade ~~once~~secrets ~~marketing~~than ~~approval~~through ispatent ~~obtained~~disclosure.

We believe that the efforts of governments and third party payors to contain or reduce the cost of healthcare and legislative and regulatory proposals to broaden the availability of healthcare will continue to affect the business and financial condition of pharmaceutical and biopharmaceutical companies. A number of legislative and regulatory changes in the healthcare system in the U.S. and other major healthcare markets have been proposed, and such efforts have expanded substantially in recent years. These developments could, directly or indirectly, affect our ability to sell our products, if approved, at a favorable price. For example, in the United States, in 2010, the U.S. Congress passed the ACA, a sweeping law intended to broaden access to health insurance, reduce or constrain the growth of health spending, enhance remedies against fraud and abuse, add new transparency requirements for the healthcare and health insurance industries, impose new taxes and fees on the health industry and impose additional policy reforms. Among the provisions of the ACA addressing coverage and reimbursement of pharmaceutical products, of importance to our potential therapeutic candidates are the following:Competition

●We ~~increases~~operate toin ~~pharmaceutical~~two ~~manufacturer~~distinct ~~rebate~~and ~~liability~~competitive ~~under~~markets, each ~~the~~with ~~Medicaid~~its ~~Drug~~own ~~Rebate~~competitive ~~Program~~dynamics. ~~due~~We toface ancompetition ~~increase~~ in ~~the~~both ~~minimum~~our ~~basic~~consumer ~~Medicaid~~health ~~rebate~~technology onsegment ~~most branded prescription drugs~~ and ~~the~~our ~~application~~artificial ofintelligence content ~~Medicaid~~technology ~~rebate~~segment, ~~liability~~as todescribed ~~drugs used in risk-based Medicaid managed care plans;~~below.

●Consumer ~~the~~Health ~~expansion~~Technology of- ~~the~~Keto ~~340B~~Air Drug Pricing Program to require discounts for “covered outpatient drugs” sold to certain children’s hospitals, critical access hospitals, freestanding cancer hospitals, rural referral centers, and sole community hospitals;Breathalyzer

●The ~~requirements~~market ~~imposed~~for onconsumer ~~pharmaceutical~~ketosis ~~companies~~monitoring ~~are~~products is ~~required~~competitive toand ~~offer~~includes ~~discounts~~a onrange ~~brand-name~~of ~~cell~~products ~~based~~at ~~therapy~~varying toprice ~~patients~~points ~~who~~and ~~fall~~technology ~~within~~levels. Our primary competitors in this space include manufacturers and distributors of urine-based ketone test strips, which represent the ~~Medicare~~most ~~Part~~widely Dused ~~coverage~~and ~~gap~~lowest-cost method of ketosis measurement and are available through a broad range of retail and online channels. We also compete with other breath-based ketone monitoring devices, ~~commonly~~including ~~referred~~earlier-generation tobreathalyzers asthat required consumable cartridge replacements and more recent reusable breath ketone monitors that have been introduced to the ~~“Donut~~market ~~Hole”;~~by consumer health technology companies.

We believe the Keto Air device competes favorably on the basis of its reusable design, ease of use, and the convenience of non-invasive breath-based testing relative to urine strip alternatives. As we are currently the only one selling the device in North America, we believe this provides us with a meaningful structural advantage relative to other distributors of similar products in our territory. However, many of our actual and potential competitors in this space have significantly greater financial resources, brand recognition, established retail distribution networks, and marketing infrastructure than we do, and we may not be able to compete effectively with them over the long term.

●Artificial ~~requirements~~Intelligence ~~imposed~~Software ~~on pharmaceutical companies to pay an annual non~~-~~tax-deductible~~ ~~fee~~Avalon toQuantum ~~the federal government based on each company’s market share of prior year total sales of branded drugs to certain federal healthcare programs~~AI, ~~such~~LLC / asRPM ~~Medicare, Medicaid, Department of Veterans Affairs and Department of Defense; and~~Interactive

●The ~~for~~market ~~products classified as biologics, marketing approval~~ for ~~a follow~~AI-ondriven ~~biologic~~content ~~product~~creation ~~may~~tools ~~not~~is ~~become~~rapidly ~~effective~~evolving, highly ~~until~~competitive, 12and ~~years~~characterized ~~after~~by ~~the~~continuous ~~date~~technological ondevelopment ~~which~~and the ~~reference~~frequent ~~innovator~~entry ~~biologic~~of ~~product~~new ~~was~~participants. ~~first~~We ~~licensed~~compete ~~by the FDA,~~ with a ~~possible~~broad ~~six-month~~range ~~extension~~of ~~for~~companies ~~pediatric~~offering ~~products.~~AI-powered ~~After~~video ~~this~~generation, ~~exclusivity~~content ~~ends~~automation, itand ~~may~~creator beeconomy ~~possible for biosimilar manufacturers to enter the market~~tools, ~~which~~including isboth ~~likely~~established technology tocompanies ~~reduce~~with ~~the~~significant ~~pricing~~resources ~~for the innovator product~~ and ~~could~~early-stage ~~affect~~companies ~~our~~developing ~~profitability~~competing ifgenerative ~~our~~AI ~~products are classified as biologics~~platforms.

~~Separately, pursuant~~Key tocompetitive ~~the~~factors ~~health~~in ~~reform~~this ~~legislation~~market include the quality and ~~related~~realism ~~initiatives~~of AI-generated content, the ~~Centers~~breadth ~~for~~of ~~Medicare~~the ~~and~~platform's ~~Medicaid~~addressable ~~Services~~user base, orthe ~~CMS,~~speed isand ~~working~~automation of content ~~with~~generation ~~various~~workflows, ~~healthcare~~the ~~providers~~sophistication toof ~~develop,~~voice ~~refine~~and likeness replication technology, ~~and~~integration ~~implement~~with ~~Accountable~~major ~~Care~~social ~~Organizations,~~media orand ~~ACOs~~content distribution platforms, and ~~other~~the ~~innovative models~~ability ofto ~~care~~scale ~~for~~rapidly ~~Medicare~~to ~~and~~meet ~~Medicaid~~growing ~~beneficiaries,~~creator ~~including~~demand. ~~the~~We ~~Bundled~~believe ~~Payments~~our ~~for~~Catch-Up ~~Care~~platform ~~Improvement~~competes ~~Initiative,~~ on the ~~Comprehensive Primary~~basis ~~Care~~of ~~Initiative,~~its ~~the~~end-to-end ~~Duals~~automation ~~Demonstration,~~of ~~and~~the ~~other~~video ~~models.~~content ~~The~~creation ~~continued~~process ~~development~~- ~~and~~from ~~expansion~~topic ofinput ~~ACOs~~through ~~and~~content ~~other~~sourcing, ~~innovative~~curation, avatar ~~models~~generation, ofand ~~care~~final ~~will~~video ~~have~~production an- ~~uncertain~~which ~~impact~~we onbelieve ~~any~~meaningfully ~~future~~reduces ~~reimbursement~~the wetime ~~may~~and ~~receive~~technical ~~for~~burden ~~approved~~on ~~therapeutics~~content ~~administered~~creators relative byto ~~these~~less ~~organizations~~automated alternatives.

~~The~~However, ~~healthcare~~many ~~industry~~of isour ~~heavily regulated~~actual and potential competitors in the ~~U.S.~~generative atAI ~~the~~space ~~federal~~have substantially greater financial resources, ~~state~~research and development capabilities, engineering talent, data assets, and ~~local~~market ~~levels~~presence than we do. Several large technology companies are actively investing in AI-generated content tools and avatar technology, and ~~our~~we ~~failure~~expect competition in this market to ~~comply~~intensify ~~with~~significantly ~~applicable~~as ~~requirements~~the ~~may~~technology ~~subject~~matures and the creator economy uscontinues to ~~penalties~~grow. Smaller and ~~negatively~~early-stage ~~affect~~companies ~~our~~may ~~financial~~also ~~condition~~prove to be significant competitors, particularly those that secure strategic partnerships with established platform operators or content networks.

As a healthcare company, our operations, clinical trial activities and interactions with healthcare providers may be subject to extensive regulation in the U.S., particularly if we receive FDA approval for any of its products in the future. For example, if we receive FDA approval for a product for which reimbursement is available under a federal healthcare program (e.g., Medicare, Medicaid), it would be subject to a variety of federal laws and regulations, including those that prohibit the filing of false or improper claims for payment by federal healthcare programs (e.g. the federal False Claims Act), prohibit unlawful inducements for the referral of business reimbursable by federal healthcare programs (e.g. the federal Anti-Kickback Statute), and require disclosure of certain payments or other transfers of value made to U.S.-licensed physicians and teaching hospitals or Open Payments. We are not able to predict how third parties will interpret these laws and apply applicable governmental guidance and may challenge our practices and activities under one or more of these laws. If our past or present operations are found to be in violation of any of these laws, we could be subject to civil and criminal penalties, which could hurt our business, our operations and financial condition.Employees

~~The federal~~As Anti-Kickback Statute prohibits, among other things, any person or entity, from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of ~~any~~March ~~item or service reimbursable under Medicare~~25, ~~Medicaid~~ or other federal healthcare programs. The term remuneration has been interpreted broadly to include anything of value. The Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand and prescribers2026, ~~purchasers,~~ ~~and~~we ~~formulary~~employed ~~managers~~two onfull ~~the other. There are a number of statutory exceptions and regulatory safe harbors protecting~~time ~~some~~employees ~~common activities from prosecution. The exceptions~~ and ~~safe~~several ~~harbors~~independent are drawn narrowly and practices that involve remuneration that may be alleged to be intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harborcontractors. ~~Failure~~None ~~to meet all~~ of ~~the~~our ~~requirements~~employees ofis arepresented particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by~~-case~~ ~~basis based on~~ a ~~cumulative~~collective ~~review~~bargaining ~~of all of its facts and circumstances~~arrangement. ~~Our practices may not in all cases meet all of the criteria for protection under a statutory exception or regulatory safe harbor.~~

~~Additionally, the~~Regulatory intent standard under the Anti-Kickback Statute was amended by the ACA, to a stricter standard such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the ACA codified case law that a claim including items or services resulting from a violation of the federal Anti- Kickback Statute constitutes a false or fraudulent claim for purposes of the federal FCA. Environment

~~The civil~~Our ~~monetary~~business ~~penalties~~is ~~statute~~subject ~~imposes~~to ~~penalties~~a ~~against~~variety ~~any~~of ~~person~~laws orand regulations ~~entity~~in ~~that,~~the ~~among~~United ~~other~~States ~~things~~and, isto ~~determined~~the toextent ~~have presented~~we orexpand ~~caused~~internationally, toabroad. beThe ~~presented~~principal aregulatory ~~claim~~frameworks applicable to aour ~~federal~~two ~~healthcare~~current ~~program~~operating segments are described below. We anticipate that the ~~person~~regulatory ~~knows~~environment orapplicable ~~should~~to ~~know~~our isbusiness ~~for~~- particularly anwith ~~item or~~respect ~~service~~to ~~that~~artificial ~~was~~intelligence ~~not~~and ~~provided~~consumer asdata ~~claimed~~privacy or- iswill ~~false~~continue orto ~~fraudulent~~evolve rapidly, and we intend to monitor legislative and regulatory developments and adapt our compliance programs accordingly.

Consumer Health Technology - FDA Regulatory Framework Applicable to Keto Air

The Keto Air breathalyzer device is subject to the regulatory authority of the U.S. Food and Drug Administration ("FDA") under the Federal Food, Drug, and Cosmetic Act ("FD&C Act"). The device is currently classified as a consumer product bearing an FDA registration number, which is required for the lawful commercial sale of such devices in the United States. The Keto Air device is not classified as a regulated medical device requiring FDA pre-market approval or clearance under Section 510(k) of the FD&C Act, and accordingly may be sold directly to consumers without a prescription or other regulatory authorization.

We are required to maintain the device's FDA registration on an annual basis and to comply with applicable FDA general controls, including labeling requirements and prohibitions on the promotion of the device for uses beyond its registered classification. We do not make any medical claims with respect to the Keto Air device, and our marketing materials are reviewed to ensure compliance with FDA labeling and advertising standards. We are also subject to applicable Consumer Product Safety Commission regulations governing the safety of consumer products sold in the United States.

We note that the regulatory classification of consumer health and wellness devices is subject to ongoing FDA review and interpretation, and there can be no assurance that the FDA will not, in the future, subject the Keto Air device or similar products to more stringent regulatory requirements, including pre-market approval or clearance obligations. Any such reclassification could materially affect our ability to sell the Keto Air device in the United States. See Item 1A - Risk Factors for a further discussion of regulatory risks applicable to our consumer health technology segment.

~~Federal false~~Artificial ~~claims~~Intelligence ~~and~~Software false statement laws, including the federal FCA, prohibit, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to, or approval by, the federal healthcare programs, including Medicare and Medicaid, or knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government. For instance, historically, pharmaceutical and other healthcare companies have been prosecuted under these laws for allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product. Other companies have been prosecuted for causing false claims to be submitted because of the companies’ marketing of the product for unapproved, off-~~label,~~ ~~and thus generally non~~AI-~~reimbursable,~~Specific Regulatory ~~uses.~~Landscape

~~HIPAA prohibits,~~The ~~among~~regulatory ~~other~~environment ~~offenses,~~applicable ~~knowingly and willfully executing a scheme~~ to ~~defraud~~our ~~any health care benefit program, including~~artificial ~~private~~intelligence ~~payors,~~software orsegment ~~falsifying,~~is ~~concealing~~rapidly orevolving ~~covering~~and up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for items or services under a health care benefit program. To the extent that we act as a business associate to a healthcare provider engaging in electronic transactions, we may also be subject to ~~the privacy~~significant ~~and~~uncertainty. ~~security~~The ~~provisions~~Catch-Up ofplatform ~~HIPAA,~~generates asAI-driven ~~amended by HITECH, which restricts the use and disclosure of patient~~short-~~identifiable~~form ~~health~~video ~~information,~~content ~~mandates~~featuring ~~the~~AI-generated ~~adoption~~avatars ofthat ~~standards~~replicate ~~relating to~~ the ~~privacy~~voice and ~~security~~likeness of ~~patient-identifiable~~content ~~health information, and requires the reporting of certain security breaches to healthcare provider customers with respect to such information~~creators. ~~Additionally, many~~This ~~states~~functionality ~~have enacted similar laws that may impose more stringent requirements on entities like ours. Failure to comply with~~implicates ~~applicable~~a ~~laws~~range ~~and~~of ~~regulations~~existing ~~could result in substantial penalties~~ and ~~adversely~~emerging ~~affect~~regulatory ~~our~~frameworks, ~~financial~~each ~~condition~~of ~~and~~which ~~results of~~is ~~operations.~~described below.

~~Many states~~Right ~~also~~of ~~have~~Publicity ~~similar fraud~~ and ~~abuse~~Name ~~statutes or regulations that apply to items~~ and ~~services~~Likeness reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor. Additionally, to the extent that our product is sold in a foreign country, we may be subject to similar foreign laws.Laws

~~Our products,~~The ~~once~~Catch-Up ~~approved,~~platform's ~~may~~AI beavatar ~~eligible~~feature ~~for~~- ~~coverage~~which replicates ~~under~~the ~~Medicare~~voice and ~~Medicaid,~~likeness ~~among~~of ~~other government healthcare programs. Accordingly, we may be subject to~~ a ~~number~~content ofcreator ~~obligations~~ based on ~~their~~input ~~participation~~data inprovided ~~these~~by ~~programs,~~or ~~such~~about asthat acreator ~~requirement to~~- ~~calculate~~implicates ~~and~~state ~~report~~right of ~~certain~~publicity ~~price~~laws ~~reporting~~in ~~metrics to~~ the ~~government~~United States, ~~such~~which asprotect ~~average~~individuals ~~sales~~against ~~price~~the ~~(ASP)~~unauthorized ~~and~~commercial ~~best~~use ~~price.~~of ~~Penalties may~~their ~~apply~~name, inimage, ~~some~~voice, and ~~cases~~likeness. ~~when~~Right ~~such~~of ~~metrics~~publicity ~~are~~laws ~~not~~vary ~~submitted~~significantly ~~accurately~~across ~~and timely. Further~~states, ~~these~~with ~~prices~~particularly ~~for~~robust ~~drugs~~statutory ~~may~~frameworks bein ~~reduced~~California, New byYork, ~~mandatory~~and ~~discounts~~Texas, oramong ~~rebates~~others. ~~required~~Several bystates ~~government~~have ~~healthcare~~recently ~~programs~~enacted or ~~private~~are ~~payors~~actively ~~and~~considering bylegislation ~~any~~specifically ~~future~~addressing ~~relaxation~~the use of ~~laws~~ ~~that~~artificial ~~presently~~intelligence ~~restrict~~to ~~imports~~generate ofsynthetic ~~drugs~~media ~~and~~replicating ~~biological~~an ~~products~~individual's ~~from~~voice ~~countries~~or ~~where~~likeness. ~~they~~We ~~may~~are beactively ~~sold~~monitoring atdevelopments in ~~lower~~this ~~prices~~area ~~than in~~and ~~the~~have ~~United~~structured ~~States.~~our Itplatform's isonboarding ~~difficult~~process to ~~predict~~require ~~how~~content ~~Medicare~~creators ~~coverage~~to ~~and~~affirmatively ~~reimbursement~~authorize ~~policies~~the ~~will~~creation of betheir ~~applied~~AI toavatar ~~our~~as ~~products in~~a ~~the~~condition ~~future~~of ~~and~~use. ~~coverage~~There ~~and~~can ~~reimbursement~~be ~~under~~no ~~different~~assurance, ~~federal~~however, ~~healthcare~~that ~~programs~~our ~~are~~current ~~not~~practices ~~always~~will ~~consistent.~~be ~~Medicare~~sufficient ~~reimbursement~~to satisfy ~~rates~~the ~~may~~requirements ~~also~~of ~~reflect~~all ~~budgetary~~applicable ~~constraints~~state ~~placed~~laws onas ~~the~~they ~~Medicare~~continue ~~program~~to evolve.

~~In order~~Federal toTrade ~~distribute~~Commission products commercially, we must comply with state laws that require the registration of manufacturers and wholesale distributors of drug and biological products in a state, including, in certain states, manufacturers and distributors who ship products into the state even if such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable of tracking and tracing product as it moves through the distribution chain. Several states have enacted legislation requiring pharmaceutical and biotechnology companies to establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales, marketing, pricing, clinical trials and other activities, and/or register their sales representatives, as well as to prohibit pharmacies and other healthcare entities from providing certain physician prescribing data to pharmaceutical and biotechnology companies for use in sales and marketing, and to prohibit certain other sales and marketing practices. All of our activities are potentially subject to federal and state consumer protection and unfair competition laws. Regulation

~~If our~~The ~~operations~~Federal ~~are~~Trade ~~found~~Commission to("FTC") has bebroad inauthority ~~violation~~to ofregulate ~~any~~unfair ofor ~~the~~deceptive ~~federal~~acts and ~~state~~practices ~~healthcare~~under ~~laws~~Section ~~described~~5 ~~above~~of orthe ~~any~~FTC ~~other~~Act, ~~governmental regulations~~and ~~that~~has ~~apply~~increasingly tofocused ~~us,~~its enforcement weactivity ~~may~~on bethe ~~subject~~use toof ~~penalties,~~artificial ~~including~~intelligence ~~without~~in ~~limitation,~~commercial ~~civil,~~contexts. ~~criminal~~The ~~and/or~~FTC ~~administrative penalties,~~has ~~damages,~~issued ~~fines,~~guidance ~~disgorgement,~~requiring ~~exclusion~~clear ~~from~~and ~~participation~~conspicuous disclosure inof ~~government~~AI-generated ~~programs,~~content ~~such~~in asadvertising ~~Medicare~~ and ~~Medicaid,~~commercial ~~injunctions~~communications, ~~private~~ ~~“qui~~and ~~tam”~~has ~~actions~~signaled ~~brought~~that bythe ~~individual~~use ~~whistleblowers~~of inAI-generated ~~the~~endorsements, testimonials, ~~name~~or representations of ~~the~~real ~~government,~~individuals orwithout ~~refusal~~adequate todisclosure ~~allow~~may ~~us to~~constitute ~~enter~~an ~~into~~unfair ~~government~~or ~~contracts,~~deceptive ~~contractual~~trade ~~damages,~~practice. We ~~reputational~~intend ~~harm,~~to ~~administrative~~comply ~~burdens,~~with ~~diminished~~applicable ~~profits~~FTC ~~and~~disclosure ~~future earnings,~~guidance ~~and~~in ~~the~~connection ~~curtailment~~with orthe ~~restructuring~~commercial deployment of ~~our~~the ~~operations,~~Catch-Up ~~any~~platform ofand will ~~which~~include ~~could~~appropriate ~~adversely~~disclosures ~~affect~~in our ~~ability~~platform's toterms ~~operate~~of ~~our business~~service and ~~our~~content ~~results~~labeling ~~of operations~~practices.

Platform Content Policies

The Catch-Up platform is designed to generate content for distribution across major social media and content platforms, including YouTube, TikTok, Instagram, and others. Each of these platforms maintains its own content policies governing the disclosure and permissibility of AI-generated content, synthetic media, and avatar-based representations of real individuals. These policies are subject to frequent revision and vary across platforms. Failure to comply with applicable platform content policies could result in the removal of content generated through the Catch-Up platform, the suspension or termination of creator accounts on those platforms, or other restrictions that could adversely affect the utility and commercial appeal of our platform to content creators.

Evolving Federal AI Regulation

The U.S. Congress and various federal agencies are actively considering comprehensive federal legislation and regulatory frameworks governing the development, deployment, and commercial use of artificial intelligence technologies. While no comprehensive federal AI law has been enacted as of the date of this prospectus, we anticipate that federal AI regulation will develop in the near to medium term and may impose disclosure, transparency, accountability, or other obligations on companies operating AI-powered content generation platforms such as ours. We are monitoring these legislative and regulatory developments and intend to engage with applicable regulatory processes as they evolve.

~~Our~~International ~~ability~~Regulatory ~~to obtain reimbursement or funding from the federal government may be impacted by possible reductions in federal spending.~~Considerations

~~U.S. federal~~To ~~government~~the ~~agencies~~extent ~~currently~~the ~~face~~Catch-Up ~~potentially~~platform ~~significant~~is ~~spending~~accessed by ~~reductions.~~users ~~The~~located ~~Budget~~outside ~~Control~~the ~~Act~~United ~~of 2011~~States, orwe ~~the BCA,~~may ~~established~~become asubject ~~Joint~~to ~~Select~~international ~~Committee~~AI onregulatory ~~Deficit Reduction~~frameworks, ~~which~~including ~~was tasked with achieving a reduction in~~ the ~~federal~~European ~~debt~~Union ~~level~~Artificial ofIntelligence atAct ~~least $1.2 trillion. That committee did not draft a proposal by~~ (the ~~BCA’s~~"EU ~~deadline.~~AI ~~As a result~~Act"), ~~automatic~~which ~~cuts, referred~~entered tointo asforce ~~sequestration,~~ in ~~various~~2024 ~~federal~~and ~~programs~~establishes ~~were~~a ~~scheduled~~tiered torisk-based ~~take place, beginning in January 2013, although the~~regulatory ~~American~~framework ~~Taxpayer~~for ~~Relief~~AI ~~Act~~systems ofdeployed ~~2012~~in ~~delayed~~ the ~~BCA’s~~European ~~automatic cuts until March 1, 2013~~Union. ~~While~~AI ~~the~~systems ~~Medicare~~that ~~program’s eligibility~~generate ~~and~~synthetic ~~scope~~audio ofor ~~benefits~~video ~~are~~content ~~generally~~depicting ~~exempt~~real ~~from~~individuals may ~~these~~be ~~cuts,~~subject ~~Medicare payments~~ to ~~providers~~specific transparency and ~~Part~~disclosure Dobligations ~~health~~under ~~plans are not exempt. The BCA did, however, provide that~~ the ~~Medicare~~EU ~~cuts~~AI ~~to providers and Part D health plans would not exceed two percent~~Act. ~~President~~We ~~Obama~~are ~~issued~~evaluating the ~~sequestration~~extent ~~order~~to onwhich ~~March~~our ~~1, 2013,~~ current and ~~cuts~~planned ~~went~~platform ~~into~~activities ~~effect~~may onimplicate ~~April~~obligations 1,under ~~2013. Additionally,~~ the ~~Bipartisan~~EU ~~Budget~~AI Act ofand ~~2015~~other ~~extended~~international ~~sequestration~~AI ~~for~~regulatory ~~Medicare through fiscal year 2027~~frameworks.

~~The U.S.~~Data ~~federal~~Privacy budget remains in flux, which could, among other things, cut Medicare payments to providers. The Medicare program is frequently mentioned as a target for spending cuts. The full impact on our business of any future cuts in Medicare or other programs is uncertain. In addition, we cannot predict any impact President Trump’s administration and the U.S. Congress may have on the federal budget. If federal spending is reduced, anticipated budgetary shortfalls may also impact the ability of relevant agencies, such as the FDA or the National Institutes of Health, to continue to function at current levels. Amounts allocated to federal grants and contracts may be reduced or eliminated. These reductions may also impact the ability of relevant agencies to timely review and approve drug research and development, manufacturing, and marketing activities, which may delay our ability to develop, market and sell any products we may develop.Security

~~Risks~~Our ~~Related~~business activities involve the collection, storage, and processing of certain personal information, including consumer data collected through Keto Air device sales and email communications, and content creator data - including voice and likeness data - collected through the Catch-Up platform's beta program. We are subject to ~~Doing~~a range of federal, state, and international data privacy and security laws and regulations governing the collection, use, sharing, ~~Business~~protection, inand ~~China~~retention of personal data.

IfAt wethe ~~become~~federal ~~directly subject~~level, the FTC continues to apply its general consumer protection authority under Section 5 of the ~~recent~~FTC ~~scrutiny~~Act to commercial data practices, ~~criticism~~including data security failures and ~~negative~~unfair ~~publicity~~or ~~involving~~deceptive ~~certain~~privacy Upractices.~~S.-listed~~ ~~Chinese~~At ~~companies~~the state level, we ~~may~~are ~~have~~subject to ~~expend~~ ~~significant~~the ~~resources~~California toConsumer ~~investigate~~Privacy ~~and~~Act, ~~resolve~~as amended by the California ~~matter~~Privacy Rights Act ("CPRA"), which ~~could~~establishes ~~harm~~transparency ~~our~~obligations, ~~business~~restricts ~~operations~~certain uses of personal information of California residents, ~~stock~~and ~~price~~provides California residents with rights to access, correct, and ~~reputation~~ delete their personal information and ~~could~~to opt ~~result~~out of the sale or sharing of their personal information. Similar state privacy laws have been enacted in a ~~loss~~growing number of ~~your~~states, and ~~investment~~we inare monitoring and evaluating our ~~stock,~~compliance ~~especially~~obligations ifunder ~~such~~each ~~matter~~applicable ~~cannot~~framework. beAll ~~addressed~~U.S. states have enacted data breach notification laws requiring notification to affected individuals and ~~resolved~~state ~~quickly~~regulators in the event of certain unauthorized access to or disclosure of personal information.

~~Recently, U.S.~~The ~~public~~collection ~~companies~~and ~~that~~processing ~~have substantially all~~ of ~~their~~voice ~~operations in China, particularly companies like us which have completed so-called reverse merger transactions, have been the subject of intense scrutiny, criticism~~ and ~~negative publicity by investors,~~likeness ~~short~~data ~~sellers,~~through ~~financial commentators and regulatory agencies, such as~~ the ~~United~~Catch-Up ~~States~~platform's ~~Securities~~avatar ~~and~~generation ~~Exchange~~feature ~~Commission.~~may ~~Much of~~implicate ~~the~~additional ~~scrutiny,~~obligations ~~criticism~~under ~~and~~state ~~negative~~biometric ~~publicity~~data ~~has centered around financial and accounting irregularities and mistakes, a lack~~privacy ~~of effective internal controls over financial accounting~~laws, ~~inadequate~~including ~~corporate~~the ~~governance~~Illinois ~~policies~~Biometric orInformation aPrivacy ~~lack~~Act of("BIPA") ~~adherence thereto~~ and, insimilar ~~many~~statutes ~~cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased~~ in ~~value~~other ~~and~~states, inwhich ~~some~~impose ~~cases, has become virtually worthless. Many of~~specific ~~these companies are now subject to shareholder lawsuits~~consent, ~~SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what affect this sector-wide scrutiny~~retention, ~~criticism~~ and ~~negative~~data ~~publicity~~security ~~will~~requirements ~~have~~ on ~~our company,~~the ~~our~~collection ~~business~~ and ~~our~~use ~~stock price. If we become the subject~~ of ~~any~~biometric ~~unfavorable allegations~~identifiers, ~~whether~~including ~~such~~voiceprints. ~~allegations~~We are ~~proven~~ ~~to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company.~~actively ~~This~~evaluating ~~situation could be costly and time consuming and distract~~ our ~~management~~obligations ~~from~~under ~~growing~~applicable ~~our~~biometric ~~company.~~data Ifprivacy ~~such~~laws ~~allegations~~in ~~are not~~connection ~~proven~~with tothe becommercial ~~groundless,~~deployment ~~our~~of ~~company~~the ~~and~~Catch-Up ~~business operations will be severely impacted and your investment in our stock could be rendered worthless~~platform.

The scope and interpretation of applicable data privacy laws continue to evolve rapidly, and we anticipate that our compliance obligations will increase as our platform scales and as new laws are enacted.

Corporate and Available Information

We were incorporated in Delaware. Our website is located at http://www.avalon-globocare.com. On our website, investors can obtain, free of charge, a copy of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Code of Conduct and Business Ethics, including disclosure related to any amendments or waivers thereto, and other reports and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we file such material electronically with, or furnish it to, the SEC. None of the information posted on our website is incorporated by reference into this prospectus. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically.

~~Adverse changes in political and economic policies of the PRC government could impede the overall economic growth of China, which could reduce the demand for our products and damage our business.~~MANAGEMENT

~~Presently, we~~Executive ~~generate~~Officers ~~our revenue in China although we intend to pursue various opportunities in the United States~~ and our headquarters is based in the United States. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The PRC economy differs from the economies of most developed countries in many respects, including:Directors

●Set forth below is certain information with respect to the ~~higher~~individuals ~~level~~who are our directors and executive officers as of ~~government~~April ~~involvement;~~1, 2026:

● the early stage of development of the market-oriented sector of the economy;

Name	Age	Position(s)
Wenzhao “Daniel” Lu	68	Chairman of the Board of Directors
Lourdes Felix	58	Director
Steven A. Sanders	80	Lead Independent Director
Michael Mathews	64	Director
Meng Li	48	Interim Chief Executive Officer, Chief Operating Officer and Secretary
Luisa Ingargiola	58	Chief Financial Officer

●Wenzhao “Daniel” Lu. Mr. Lu has served as our Chairman of the ~~rapid~~Board ~~growth~~since ~~rate;~~October 10, 2016. He is a seasoned healthcare entrepreneur with extensive operational knowledge and experience in the U.S. and Asia. He served as chairman of the board of directors of the Daopei Medical Group (“DPMG”) from 2010 to 2021. Under his leadership, DPMG operated three top-ranked private hospitals (located in Beijing and Hebei), specialty hematology laboratories, and a hematology research institute, with more than 100 partnering and collaborating hospitals in China. DPMG was founded by Professor Daopei Lu, a renowned hematologist pioneering in hematopoietic stem cell transplant and a member of the Academy of Engineering in China. Mr. Lu received a Bachelor of Arts from Temple University Tyler School of Arts in 1988 and subsequently worked as senior Art Director at Ogilvy & Mather Advertising Company. In 2009, prior to joining DPMG, Mr. Lu served as Chief Operating Officer of BioTime Asia Limited, a subsidiary of BioTime, Inc. (NYSE American: BTX). We believe Mr. Lu is qualified to serve as a director because of his extensive operational knowledge of, and executive level management experience in, the healthcare industry.

●Lourdes Felix. Ms. Felix has served as a member of the ~~higher~~Board ~~level~~since January 9, 2023. Ms. Felix is an entrepreneur and corporate finance executive with 30 years of combined experience in capital markets, public accounting and in the private sector. She presently serves as Chief Executive Officer, Chief Financial Officer, and a member of the board of directors of BioCorRx, Inc., a company focused on addiction treatment solutions and related disorders. She has been with BioCorRx, Inc. since October 2012. Ms. Felix is one of the founders and President of BioCorRx Pharmaceuticals Inc., a majority owned subsidiary of BioCorRx, Inc. Prior to joining BioCorRx, Inc., her experience was in the private sector and public accounting. Ms. Felix has expertise in finance, accounting, company-wide operations, budgeting, and internal control ~~over~~principles ~~foreign~~including ~~exchange;~~GAAP, SEC, and SOX Compliance. She has thorough knowledge of federal and state regulations and has successfully managed and produced SEC regulatory filings. She also has extensive experience in developing and managing financial operations. Ms. Felix holds a Bachelor of Science degree in Accounting from the University of Phoenix. She continued her education and is an MBA candidate at D’Amore-McKim School of Business, Northeastern University. Ms. Felix is qualified to serve as a director because of her extensive investment and executive level management experience.

●Steven A. Sanders. Mr. Sanders has served as a member of the ~~allocation~~Board since July 30, 2018 and was appointed as our lead independent director effective as of ~~resources~~February 24, 2026. Since January 2017, Mr. Sanders has been Of Counsel to the law firm of Ortoli Rosenstadt LLP. From July 2007 until January 2017, Mr. Sanders was a Senior Partner at Ortoli Rosenstadt LLP. From January 1, 2004 until June 30, 2007, he was Of Counsel to the law firm of Rubin, Bailin, Ortoli, LLP. From January 1, 2001 to December 31, 2003, he was Counsel at the law firm of Spitzer & Feldman PC. Mr. Sanders also serves as a member of the board of directors of Blueport Acquisition Ltd (Nasdaq: BPAC) and Helijet International, Inc. From March 2018 to January 2024, he also served as a director of ElectraMeccanica Vehicles Corp., previously a Nasdaq-listed company. Additionally, since October 2013, he has been a member of the board of directors at the American Academy of Dramatic Arts, and, since February 2015, has been a member of the board of directors of the Bay Street Theater. Mr. Sanders received his JD from Cornell University and his BBA from The City College of New York. We believe Mr. Sanders is qualified to serve as a director because of his corporate, securities and international law experience, including working with companies in the life sciences industry.

As the PRC economy has been transitioning from a planned economy to a more market-oriented economy, the PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. While these measures may benefit the overall PRC economy, they may also have a negative effect on us or the healthcare industry in general.

Although the PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the PRC government continues to exercise significant control over economic growth in China through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways.

Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of new healthcare investments and expenditures in China, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our business and prospects.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries in the PRC. Our operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. In addition, all of our executive officers and almost all of our directors are residents of China and not of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiaries.

The PRC government exerts substantial influence over the manner in which we must conduct our business activities.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

WeMichael ~~may~~Mathews. beMichael ~~unable~~Mathews has served toas a member of the Board since December 2025. Mr. Mathews has served as Chairman and Chief Executive Officer of Aspen Group, Inc. ~~complete~~(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 ~~business~~Director ~~combination~~of ~~transaction~~Interclick ~~efficiently~~from orJune on2007 ~~favorable~~until ~~terms~~it was acquired by Yahoo, Inc. (Nasdaq: YHOO) in December 2011. From 2004 to 2007, Mr. Mathews served as the senior vice-president of marketing and publisher services for World Avenue U.S.A., LLC, an Internet promotional marketing company. We believe Mr. Mathews is qualified to serve as a director due to ~~complicated~~his ~~merger~~track record of success in managing early stage and ~~acquisition~~growing ~~regulations~~businesses, his extensive knowledge of the artificial intelligence, internet services, and ~~implemented~~AdTech industries and his knowledge of running and serving on ~~September~~the 8,boards ~~2006~~of public companies.

~~The~~Meng ~~recent~~Li, Interim ~~PRC~~Chief ~~Regulation~~Executive onOfficer ~~Mergers~~Chief ~~and~~Operating ~~Acquisitions~~Officer ofand ~~Domestic~~Secretary. ~~Companies~~Meng byLi ~~Foreign~~has ~~Investors~~served ~~also~~as ~~governs~~Interim ~~the~~Chief ~~approval process~~Executive byOfficer ~~which~~since aNovember ~~PRC~~30, ~~company~~2025 ~~may~~and ~~participate~~served inas anour ~~acquisition~~Chief ofOperating ~~its~~Officer ~~assets~~and orSecretary ~~its~~since ~~equity~~October 10, ~~interests.~~2016 ~~Depending~~and onserved ~~the~~as ~~structure~~a member of the ~~transaction,~~ ~~the~~Board ~~new~~from ~~regulation~~October 10, ~~will~~2016 ~~require the Chinese parties~~ to ~~make~~July 9, a2018 ~~series of applications~~ and ~~supplemental~~from ~~applications to~~April 5, ~~the~~2019 ~~government~~through ~~agencies. In some instances~~December 30, ~~the~~2022. ~~application~~Ms. ~~process~~Li ~~may~~has ~~require the presentation of economic data concerning~~over a15 years ~~transaction, including appraisals~~ of ~~the~~executive ~~target~~experience ~~business~~in ~~and~~international ~~evaluations~~marketing, ofbranding, ~~the acquirer~~communications, ~~which~~and ~~are~~media ~~designed~~investment toconsultancy. ~~allow~~Ms. ~~the~~Li ~~government~~served toas ~~assess~~Managing ~~the~~Director ~~transaction.~~at ~~Government~~Maxus/GroupM ~~approvals will have expiration dates by which~~ (a ~~transaction~~WPP ~~must~~Group becompany) ~~completed~~where ~~and~~she ~~reported to~~was ~~the~~responsible ~~government~~for ~~agencies.~~business ~~Compliance~~P&L ~~with the new regulations is likely to be more time consuming~~ and ~~expensive~~corporate ~~than~~management ~~in the past~~from ~~and~~2006 ~~the~~to ~~government can now exert more control over the combination of two businesses~~2015. ~~Accordingly,~~Prior ~~due~~ to ~~the~~joining ~~new~~Maxus/Group ~~regulation~~M, ~~our ability~~Ms. toLi ~~engage~~worked infor ~~business~~Zenith ~~combination~~Media ~~transactions~~(a isPublicis ~~extremely~~Group ~~complicated,~~company) ~~time~~from ~~consuming~~2000 ~~and~~to ~~expensive,~~2006 ~~and~~as weSenior ~~may not be~~Manager. ~~able~~Ms. toLi ~~negotiate~~received a ~~transaction~~Bachelor ~~that~~of isArts ~~acceptable~~in toInternational ~~our~~Economic ~~stockholders~~Law orfrom ~~sufficiently~~Dalian ~~protect~~Maritime ~~their~~University ~~interests~~ in ~~a transaction~~China.

~~The new~~Luisa ~~regulation~~Ingargiola, Chief ~~allows~~Financial ~~PRC~~Officer. ~~government~~Luisa ~~agencies~~Ingargiola tohas ~~assess~~served ~~the~~as ~~economic~~our ~~terms~~Chief ofFinancial aOfficer ~~business~~since ~~combination~~February ~~transaction~~21, 2017. Ms. ~~Parties~~Ingargiola tohas asignificant ~~business combination~~experience ~~transaction~~serving ~~may~~as ~~have~~Chief toFinancial ~~submit~~Officer toor ~~the~~Audit ~~Ministry~~Chair offor ~~Commerce,~~multiple orNasdaq ~~MOFCOM,~~ and ~~the~~New ~~other~~York ~~government~~Stock ~~agencies~~Exchange companies. anShe ~~appraisal report,~~currently anserves ~~evaluation~~as ~~report~~Director and ~~the~~Audit ~~acquisition~~Chair ~~agreement~~for several public companies, ~~all~~including ofFusion ~~which~~Fuels ~~form~~(NASDAQ:HTOO), ~~part~~Dragonfly Energy of(DFLI) ~~the~~and ~~application~~Vision ~~for~~Marine ~~approval~~(VMAR), ~~depending~~among others. She also sits on the ~~structure~~Board of ~~the~~several ~~transaction~~Special Purpose Acquisition Corporations. From ~~The~~2007 ~~regulations~~through ~~also~~2016, ~~prohibit~~Ms. aIngargiola ~~transaction~~served atas anthe ~~acquisition~~Chief ~~price~~Financial ~~obviously~~Officer ~~lower~~and ~~than~~then ~~the appraised~~a ~~value~~member of the ~~Chinese~~board ~~business~~of ordirectors ~~assets~~at ~~and~~MagneGas inCorporation (Nasdaq: ~~certain~~MNGA). ~~transaction~~Prior ~~structures~~to 2007, ~~require~~Ms. ~~that~~Ingargiola ~~consideration~~held ~~must~~various beroles ~~paid within~~as ~~defined~~Budget ~~periods,~~Director ~~generally~~and ~~not~~Investment Analyst in ~~excess~~several ofprivate ~~a year~~companies. Ms. ~~The~~Ingargiola ~~regulation~~graduated ~~also~~in ~~limits~~1989 ~~our~~from ~~ability~~Boston toUniversity ~~negotiate~~with ~~various~~a ~~terms~~Bachelor’s ~~of the~~degree ~~acquisition,~~in ~~including~~Business ~~aspects~~Administration ofand ~~the~~a ~~initial~~concentration in ~~consideration,~~Finance. ~~contingent~~In ~~consideration~~1996, ~~holdback~~she ~~provisions,~~received ~~indemnification provisions~~her ~~and~~MBA ~~provisions~~in ~~relating~~Health toAdministration from the ~~assumption~~University ~~and allocation~~ of ~~assets~~South ~~and~~Florida. ~~liabilities~~Ms. ~~Transaction~~Ingargiola ~~structures~~is ~~involving~~qualified to ~~trusts,~~serve ~~nominees~~as ~~and~~a ~~similar~~Chief ~~entities~~Financial ~~are~~Officer ~~prohibited.~~because ~~Therefore,~~of ~~such~~her ~~regulation~~extensive ~~may~~knowledge ~~impede~~corporate ~~our~~governance, ~~ability~~regulatory torequirements, ~~negotiate~~executive leadership and ~~complete a~~knowledge ~~business~~of, ~~combination~~and ~~transaction~~experience onin, ~~financial~~financing ~~terms that satisfy our investors~~ and ~~protect~~M&A ~~our stockholders’ economic interests~~transactions.

~~Under~~Board the current Enterprise Income Tax, or EIT, law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non- PRC stockholders.Composition

WeOur ~~are~~Board is currently composed of four directors: aWenzhao ~~holding~~“Daniel” ~~company~~Lu, ~~incorporated~~Lourdes ~~under~~Felix, ~~the~~Steven ~~laws~~A. ofSanders, ~~Delaware~~and Michael Mathews. WeOn ~~conduct~~November 12, ~~substantially~~2025, ~~all~~Dr. Jin notified us of ~~our~~his ~~business~~intent ~~through~~to resign as our ~~wholly-owned and~~Chief ~~majority-owned~~Executive ~~subsidiaries,~~Officer and weas ~~derive~~a ~~all~~director, ofeffective ~~our~~November 30, ~~income~~2025, ~~from~~as ~~these~~a ~~entities.~~result ~~Prior~~of toa ~~January~~personal health 1,issue. ~~2008,~~Our ~~dividends~~directors ~~derived by~~hold ~~foreign~~office ~~enterprises~~until ~~from~~their ~~business~~successors ~~operations~~have inbeen ~~China~~elected ~~were~~and ~~not~~qualified ~~subject~~or tountil the ~~Chinese~~earlier ~~enterprise~~of ~~income~~their ~~tax~~resignation or removal. ~~However,~~On ~~such~~February ~~tax exemption~~24, ~~ceased~~2026, aseach of ~~January~~William 1B. Stilley III, ~~2008~~Wilbert J. Tauzin II, and ~~thereafter~~Tevi ~~with~~Troy resigned from the ~~effectiveness~~Board of ~~the~~Directors and ~~new~~from ~~EIT~~all ~~law~~Board committees on which they respectively served, effective as of February 24, 2026.

~~Under the~~Our ~~EIT~~priority ~~law,~~in ifselection weof ~~are~~Board ~~not~~members ~~deemed to be a “resident enterprise” for Chinese tax purposes, a withholding tax at the~~is ~~rate~~identification of ~~10%~~members ~~would~~who bewill ~~applicable~~further tothe ~~any~~interests ~~dividends~~of ~~paid by~~ our ~~Chinese~~stockholders ~~subsidiaries~~through tohis ~~us.~~or ~~However,~~her ~~if we are deemed to be a “resident enterprise”~~ established ~~outside~~record of ~~China~~professional ~~whose “place of effective management” is located in China~~accomplishment, ~~we would~~ bethe ~~classified~~ability asto acontribute ~~resident~~positively ~~enterprise for Chinese tax purposes and thus would be subject~~ to anthe ~~enterprise~~collaborative ~~income~~culture ~~tax~~among ~~rate~~board ofmembers, ~~25% on~~knowledge ~~all~~ of our ~~income~~business onand aunderstanding ~~worldwide~~of the ~~basis~~competitive landscape.

~~The~~A ~~regulations promulgated~~majority ~~pursuant~~of to the ~~EIT~~authorized ~~law~~number ~~define the term “place~~ of ~~effective management” as “establishments that carry~~directors ~~out~~constitutes ~~substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” The State Administration of Taxation issued~~ a ~~SAT~~quorum ~~Circular 82 on April 22, 2009, which provides that the “place~~ of ~~effective management” of a Chinese-controlled overseas-incorporated enterprise is located in China if~~ the ~~following~~Board ~~requirements~~for ~~are satisfied: (i)~~ the ~~senior~~transaction ~~management and core management departments in charge~~ of ~~its~~business. ~~daily~~However, ~~operations function~~any ~~are~~action ~~mainly~~required ~~located~~or inpermitted ~~the PRC; (ii) its financial and human resources decisions are subject~~ to ~~determination~~be ortaken ~~approval~~ by ~~persons or bodies located in~~ the ~~PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its~~Board ~~board~~may ~~and~~be ~~shareholders’~~taken ~~meetings~~without ~~are~~a ~~located~~meeting orif ~~kept~~all inmembers ~~the PRC; and (iv) no less than half~~ of the ~~enterprise’s~~Board ~~directors~~ individually or ~~senior~~collectively ~~management~~consent ~~with voting rights reside~~ in ~~the~~writing ~~PRC. SAT Circular 82 applies only~~ to overseas registered enterprises controlled by PRC enterprises, not to those controlled by PRC individuals. If our non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the ~~EIT law~~action.

WeDirector have analyzed the applicability of the EIT law and related regulations, and for each of the applicable periods presented, we have not accrued for PRC tax on such basis. In addition, although under the EIT law and the related regulations dividends paid to us by our PRC subsidiaries would qualify as “tax-exempted income,” we cannot assure you that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. As a result of such changes, our historical operating results will not be indicative of our operating results for future periods and the value of our shares of common stock may be adversely affected. We are actively monitoring the possibility of “resident enterprise” treatment and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.Independence

WeOur ~~may~~common bestock ~~subject~~is tolisted on The Nasdaq Capital ~~fines~~Market (“Nasdaq”). Under Nasdaq rules, independent directors must comprise a majority of our Board. In addition, Nasdaq rules require that members of our Audit Committee, our Compensation Committee and ~~legal~~our ~~sanctions~~Nominating ifand weCorporate orGovernance Committee, be independent. Members of our ~~Chinese~~Audit ~~employees~~Committee ~~fail~~must toalso ~~comply~~satisfy ~~with~~the ~~PRC~~independence ~~regulations~~criteria ~~relating~~set toforth ~~employee~~in ~~stock~~Rule 10A-3 under ~~options~~the Exchange Act. ~~granted~~Compensation Committee members must also satisfy the independence criteria established by ~~overseas~~Nasdaq ~~listed~~in ~~companies~~accordance towith ~~PRC~~Rule 10C-1 under the ~~citizens~~Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, among other qualifications, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

OnBased ~~December~~upon information ~~25,~~requested ~~2006,~~from ~~the People’s Bank of China issued the Administration Measures on Individual Foreign Exchange Control,~~ and ~~its~~provided ~~Implementation Rules were issued~~ by ~~the~~each ~~State~~director ~~Administration~~concerning ofhis ~~Foreign Exchange,~~ or ~~SAFE,~~her ~~on January 5~~background, ~~2007.~~employment ~~Both~~and ~~took effect on February 1~~affiliations, ~~2007.~~ ~~Under~~including ~~these~~family ~~regulations~~relationships, ~~all foreign exchange matters involved in an employee stock holding plan, stock option plan or similar~~ ~~plan in which PRC citizens’ participation requires approval from~~ the ~~SAFE~~Board orhas ~~its~~determined ~~authorized~~that ~~branch.~~Steven ~~On March 28~~A. Sanders, ~~2007,~~Lourdes ~~the SAFE~~Felix ~~issued~~and ~~the~~Michael ~~Application~~Mathews ~~Procedure~~do ~~for Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plans or Stock Option Plans of Overseas Listed Companies~~not, ~~or Notice 78. Under Notice 78~~respectively, ~~PRC~~have ~~individuals who participate in an employee stock option holding plan or~~ a ~~stock~~relationship ~~option plan of an overseas listed company are required, through a PRC domestic~~that agent or PRC subsidiary of the overseas listed company, to register with the SAFE and complete certain other procedures. If we and our Chinese employees are granted shares or stock options pursuant to our share incentive plan they would beinterfere ~~subject to Notice 78. However, in practice, there are significant uncertainties~~ with ~~regard to~~ the ~~interpretation~~exercise ~~and implementation~~ of ~~Notice~~independent ~~78. We~~judgment ~~are~~in ~~committed~~carrying toout ~~complying with~~ the ~~requirements~~responsibilities of ~~Notice~~a ~~78.~~director ~~However,~~and ~~we cannot provide any assurance~~ that weeach orof ~~our~~these ~~Chinese~~directors ~~employees~~is ~~will~~“independent” beas ~~able~~that toterm ~~qualify~~is ~~for~~defined orunder ~~obtain any registration required by Notice 78. In particular, if we and/or our Chinese employees fail to comply with~~ the ~~provisions~~rules of ~~Notice~~Nasdaq ~~78, we~~ and~~/or~~ ~~our Chinese employees may be subject to fines and legal sanctions imposed by~~ the ~~SAFE or other PRC government authorities, as a result of which our business operations and employee option plans could be materially and adversely affected~~SEC.

~~The~~In ~~new~~making ~~M&A~~this ~~Rules establish~~determination, ~~more~~our ~~complex~~Board ~~procedures~~considered the ~~for~~relationships ~~some~~that ~~acquisitions~~each ofnon-employee director ~~Chinese~~has ~~companies~~with byour ~~foreign~~Company ~~investor~~and ~~which~~all ~~could~~other ~~make~~facts itand ~~more~~circumstances ~~difficult for~~our usBoard todeemed ~~pursue~~relevant in ~~growth~~determining ~~through~~their ~~acquisitions in China~~independence.

~~The~~Board ~~New M&A~~Leadership ~~Rules~~Structure ~~that became effective on September 8, 2006 established additional procedures~~ and ~~requirements that could make merger~~Role ~~and acquisition activities by foreign investors more time-consuming and complex, including requirements~~ in ~~some~~Risk instances that the Ministry of Commerce be notified in advance of any change- of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Complying with the requirements of the M&A Rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could materially adversely affect our ability to grow our business through acquisitions in China.Oversight

~~Government~~The ~~control~~positions of our ~~currency~~Chairman ~~conversion~~of the Board and ~~future~~Chief ~~movements~~Executive Officer are separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board in ~~exchange~~its ~~rates~~fundamental ~~may~~role ~~adversely~~of ~~affect~~providing advice to and independent oversight of management. Our Board recognizes the time, effort and energy that the Chief Executive Officer must devote to her position in the current business environment, as well as the commitment required to serve as our ~~operations~~Chairman, particularly as our Board’s oversight responsibilities continue to grow. Our Board also believes that this structure ensures a greater role for the independent directors in the oversight of our Company and ~~financial~~active ~~results~~participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. Our Board believes its administration of its risk oversight function has not affected its leadership structure.

~~The~~Although ~~value of~~our ~~the~~Bylaws ~~Renminbi, or RMB, the main currency used in China, fluctuates and is affected by, among other things, changes in China’s~~do ~~political~~not ~~and~~require ~~economic~~our ~~conditions.~~Chairman The conversion of RMB into foreign currencies such as the U.S. dollar have generally been based on rates set by the People’s Bank of China, which are set daily based on the previous day’s interbank foreign exchange market rates and ~~current~~Chief ~~exchange~~Executive ~~rates~~Officer onpositions ~~the world financial markets. Foreign exchange transactions continue~~ to be ~~subject~~separate, ~~to significant~~our ~~foreign~~Board ~~exchange~~believes ~~controls~~that ~~and~~having ~~require~~separate ~~the~~positions ~~approval~~is of the appropriate ~~State~~leadership ~~Administration~~structure offor ~~Foreign~~us ~~Exchange~~at inthis ~~China.~~time ~~These limitations~~and ~~could~~demonstrates ~~affect~~ our ~~ability~~commitment to ~~obtain~~good ~~foreign~~corporate ~~exchange through debt or equity financing, or to obtain foreign exchange for capital expenditures~~governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under the section entitled “Risk Factors” beginning on page 5 of this prospectus. Our Board is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full Board, which has responsibility for general oversight of risks.

Our Board satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our Company. Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight.

Board and Committee Meetings and Attendance

The primary responsibility of the Board is to provide oversight, strategic guidance, counseling, and direction to our management team. Our Board and its committees meet on a regular basis and additionally as required and act by written consent from time to time. Our Board met three times in 2025. In addition to the foregoing, during the fiscal year ended December 31, 2025, our Audit Committee met four times, our Compensation Committee met one time and our Nominating and Corporate Governance Committee met one time. The independent members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

Each of the directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which such directors served on the Board) and (ii) the total number of meetings of all committees of our Board on which the director served (during the periods for which the director served on such committee or committees).

~~The~~Committees ~~Chinese government controls its foreign currency reserves through restrictions on imports and conversion~~ of ~~RMB into foreign currency. In July 2005,~~ the Chinese government has adjusted its exchange rate policy from “Fixed Rate” to “Floating Rate”. Between July 2005 to December 2017, the exchange rate between the RMB and the U.S. dollar appreciated from RMB1.00 to $0.1205 to RMB1.00 to $0.1513. Any significant appreciation of the RMB may adversely affect our operations and financial results.Board

~~Risks~~Our ~~Related~~Board has toestablished an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may establish ~~Securities~~other committees to facilitate the management of our business. The composition and ~~this~~functions ~~Offering~~of each committee named above are described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.

~~The~~Audit ~~price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for our stockholders.~~Committee

~~The~~We ~~quoted~~have ~~price~~a separately designated standing Audit Committee of ~~our~~the ~~common~~Board. ~~stock~~For ~~has~~the ~~been~~fiscal year ended December 31, ~~and~~2025, wethe ~~expect~~Audit itCommittee toconsisted of ~~continue~~William toStilley, beSteven Sanders and Tevi Troy, ~~volatile~~with Mr. Stilley ~~The~~serving ~~stock~~as ~~market~~the inChair ~~general~~of ~~and~~ the ~~market~~Audit ~~for smaller~~Committee. ~~healthcare~~On ~~companies~~February in24, ~~particular~~2026, each ~~have~~of William Stilley ~~experienced~~and ~~extreme~~Tevi ~~volatility~~Troy ~~that~~resigned ~~has~~from ~~often~~the ~~been~~Company’s ~~unrelated~~Board toas well as the ~~operating~~committees ~~performance of~~on ~~particular~~which ~~companies~~they respectively served. As a result of ~~this~~the ~~volatility~~vacancies created by the resignations of Messrs. Stilley and Troy, ~~you~~on ~~may~~February ~~not~~24, be2026, ~~able~~the toBoard ~~sell~~appointed Lourdes ~~your~~Felix ~~shares~~as a member and Chair of ~~common~~the ~~stock~~Audit atCommittee orand ~~above~~Michael Mathews as a member of the Audit Committee. As a result, as of ~~price~~February ~~you~~24, ~~paid~~2026, ~~for~~the ~~your~~Audit ~~shares~~Committee consists of ~~common~~Steven ~~stock.~~Sanders, ~~The~~Lourdes ~~market~~Felix ~~price~~and ~~for~~Michael ~~our~~Mathews, ~~common~~with ~~stock~~Ms. ~~may~~Felix beserving ~~influenced~~as the byChair ~~many~~of ~~factors,~~the ~~including:~~Audit Committee.

●The Board has determined that each director serving on our Audit Committee as of December 31, 2025 and all current members of the ~~success~~Audit Committee are “independent directors” as defined by Nasdaq rules applicable to members of ~~competitive~~an ~~products~~audit orcommittee ~~technologies;~~and Rule 10A-3 under the Exchange Act. In addition, Ms. Felix is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and demonstrates “financial sophistication” as defined by Nasdaq rules.

●The ~~developments~~Audit Committee ~~related~~is appointed by the Board to assist with monitoring (i) the integrity of our ~~existing~~financial orstatements, ~~any~~(ii) our ~~future~~compliance with ~~collaborations;~~legal and regulatory requirements, and (iii) the independence and performance of our internal and external auditors.

●The ~~regulatory~~principal orfunctions ~~legal~~and ~~developments~~responsibilities in of the ~~United~~Audit ~~States,~~Committee ~~China and other countries;~~include:

● ~~developments~~reviewing orour ~~disputes~~annual ~~concerning~~audited ~~patent~~financial ~~applications~~statements with management and our independent auditors, ~~issued~~including ~~patents~~major orissues ~~other~~regarding ~~proprietary~~accounting ~~rights~~and auditing principles and practices and financial reporting that could significantly affect our financial statements;

● reviewing our quarterly financial statements with management and our independent auditor prior to the ~~recruitment~~filing orof ~~departure~~our Quarterly Reports on Form 10-Q, including the results of ~~key~~the ~~personnel~~independent auditors’ reviews of the quarterly financial statements;

● ~~actual~~recommending orto ~~anticipated~~the ~~changes~~Board inthe ~~estimates~~appointment asof, toand ~~financial~~continued ~~results~~evaluation orof ~~recommendations~~the byperformance ~~securities~~of, ~~analysts~~our independent auditor;

● ~~variations~~approving inand ~~our~~conducting ~~financial~~a ~~results~~review orof ~~those~~all ofrelated ~~companies~~party ~~that~~transactions ~~are~~for ~~perceived~~potential toconflict beof ~~similar~~interest tosituations uson an ongoing basis;

● ~~changes~~approving inthe fees to be paid to our independent auditor for audit services and approving the ~~structure~~retention of ~~healthcare~~our ~~payment~~independent ~~systems~~auditor for non-audit services and all fees for such services;

● ~~market~~reviewing ~~conditions~~periodic inreports ~~the~~from ~~healthcare~~our independent auditor regarding our auditor’s independence, ~~pharmaceutical~~including ~~and~~discussion ~~biotechnology~~of ~~sectors~~such reports with the auditor;

● ~~general~~reviewing ~~economic~~the adequacy of our overall control environment, ~~industry~~including internal financial controls and ~~market~~disclosure ~~conditions~~controls and procedures; and

● ~~the~~reviewing ~~other~~with ~~factors~~our ~~described~~management inand ~~this~~legal ~~“Risk~~counsel ~~Factors”~~legal ~~section~~matters that may have a material impact on our financial statements or our compliance policies and any material reports or inquiries received from regulators or governmental agencies.

~~Future~~The ~~sales~~Audit ofCommittee ~~our common~~is ~~stock~~governed orby ~~securities~~a ~~convertible~~written orcharter ~~exchangeable~~approved ~~for~~by our ~~common~~Board. ~~stock~~A ~~may~~copy ~~cause~~of the Audit Committee Charter is posted under the “Investors” tab under “Corporate Governance” on our ~~stock~~website, ~~price~~which tois ~~decline~~located at www.avalon-globocare.com. Information contained on the website is not incorporated by reference in, or considered part of, this prospectus.

If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after this offering, the price of our common stock could decline. The perception in the market that these sales may occur could also cause the price of our common stock to decline. Upon completion of this offering, based on the number of shares outstanding as of March 31, 2018, we will have shares of common stock outstanding if the minimum offering amount is sold in this offering and shares of common stock outstanding if the maximum offering amount is sold in this offering. Of these shares, approximately shares are, and the shares sold in this offering will be, freely tradable.

An additional shares are subject to a contractual lock-up with the underwriter for this offering for periods of up to 180 days following the date of this prospectus. These shares can be sold, subject to any applicable volume limitations under federal securities laws, after the earlier of the expiration of, or release from, the lock-up period.

In addition, at March 31, 2018, 2,410,000 shares of common stock are subject to outstanding options, which will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements and Rule 144 under the Securities Act. If the shares we may issue from time to time upon exercise of outstanding options are sold, or if it is perceived that they will be sold, by the award recipients in the public market, the price of our common stock could decline.

~~You~~Compensation may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.Committee

InFor the ~~future,~~fiscal weyear ~~may~~ended ~~issue~~December ~~our~~31, ~~authorized but previously unissued equity securities~~2025, ~~resulting in~~ the ~~dilution~~Compensation ofCommittee ~~the~~consisted ~~ownership interests~~ of ~~our~~Lourdes ~~stockholders.~~Felix, WeSteven ~~are~~Sanders ~~authorized~~and toTevi ~~issue an aggregate of 490~~Troy,~~000,000~~ ~~shares~~with ofMs. ~~common~~Felix serving ~~stock~~as ~~and~~the ~~10,000,000~~Chair ~~shares~~ of ~~“blank check”~~the ~~preferred~~Compensation ~~stock~~Committee. WeOn ~~may~~February ~~issue~~24, ~~additional~~2026, ~~shares~~Tevi ofTroy ~~our~~resigned ~~common~~from ~~stock~~the orCompany’s ~~other~~Board ~~securities~~as ~~that~~well ~~are convertible into~~as orthe ~~exercisable~~committees ~~for~~on ~~our~~which ~~common~~he ~~stock~~served. inAs ~~connection~~a ~~with~~result ~~hiring~~of orthe ~~retaining~~vacancy ~~employees,~~created ~~future~~by ~~acquisitions,~~the ~~future~~resignation ~~sales~~ of ~~our securities~~Mr. ~~for~~Troy, ~~capital~~on ~~raising~~February ~~purposes~~24, or2026, ~~for~~the ~~other~~Board appointed ~~business~~Michael ~~purposes.~~Mathews as ~~The~~a ~~future~~member ~~issuance~~ of ~~any~~the ~~such~~Compensation ~~additional~~Committee ~~shares~~and ofSteven ~~our common~~Sanders ~~stock~~as ~~may~~Chair ~~create downward pressure on the trading price~~ of the ~~common~~Compensation ~~stock~~Committee. ~~We expect we will need to raise additional~~As ~~capital~~a inresult, ~~the~~as ~~near~~of ~~future~~February to24, ~~meet our working capital needs~~2026, ~~and~~the ~~there~~Compensation ~~can~~Committee beconsists noof ~~assurance~~Steven ~~that we will not be required to issue additional shares~~Sanders, ~~warrants~~Lourdes orFelix ~~other~~and ~~convertible~~Michael ~~securities in the future in conjunction with these capital raising efforts~~Mathews, ~~including~~with atMr. aSanders ~~price~~serving ~~(or~~as ~~exercise~~the ~~prices)~~Chair ~~below~~of the ~~price~~Compensation ~~you paid for your stock~~Committee.

~~There~~The isBoard has ~~not~~determined ~~now~~that ~~and~~each ~~there may~~director ~~never~~serving beon anour ~~active~~Compensation Committee as of December 31, ~~liquid~~2025 and ~~orderly~~all ~~trading~~current ~~market~~members ~~for~~of ~~our~~the ~~common~~Compensation Committee ~~stock,~~are ~~which~~(i) ~~may~~“independent ~~make~~director” itas ~~difficult~~defined ~~for~~by ~~you~~Nasdaq rules applicable to ~~sell~~members ~~your~~of a compensation committee and ~~shares~~(ii) a of“non-employee director” ~~our~~as ~~common~~defined ~~stock~~in Rule 16b-3 promulgated under the Exchange Act.

~~Our~~The ~~common~~Compensation ~~stock~~Committee ~~has~~is ~~been~~responsible ~~quoted~~for onestablishing the ~~OTC~~compensation ~~Market~~of ~~Group~~our ~~Inc.’s~~senior ~~over-the-counter~~management, ~~inter-dealer~~including ~~quotation~~salaries, ~~system~~bonuses, ~~known~~termination ~~as OTC Markets~~arrangements, and ~~there~~other isexecutive ~~not~~officer ~~now,~~benefits ~~nor~~as ~~has~~well ~~there~~as ~~been~~director ~~since~~compensation. ~~our~~The ~~inception,~~Compensation ~~any~~Committee ~~significant~~also ~~trading~~administers ~~activity in~~ our ~~common~~equity ~~stock,~~incentive plans. ~~and~~The anCompensation ~~active trading~~Committee ~~market~~works ~~for~~with ~~our~~the ~~shares~~Chairman ~~may~~of ~~never~~the ~~develop~~Board orand beour ~~sustained.~~Chief ~~Although~~Executive weOfficer ~~intend~~and toreviews ~~list~~and ~~our~~approves ~~common~~compensation decisions ~~stock~~regarding onsenior ~~the~~management, ~~Nasdaq~~including ~~Capital Market~~compensation inlevels ~~connection~~and ~~with~~equity ~~this~~incentive ~~offering,~~awards. anThe ~~active~~Compensation ~~trading~~Committee ~~market~~also ~~for~~approves employment ~~our~~and ~~shares~~compensation ~~may~~agreements ~~never~~with ~~develop~~our orkey bepersonnel ~~sustained~~and ~~following this offering~~directors. IfThe anCompensation ~~active~~Committee ~~market~~has ~~for~~the ~~our~~power ~~common~~and ~~stock~~authority ~~does~~to conduct ~~not~~or ~~develop~~authorize studies, itretain ~~may~~independent beconsultants, ~~difficult~~accountants ~~for~~or ~~you~~others, toand ~~sell~~obtain ~~your~~unrestricted ~~shares~~access ofto ~~common~~management, our ~~stock~~internal ~~without~~auditors, ~~depressing~~human ~~the~~resources ~~market~~and ~~price~~accounting ~~for~~employees ~~the~~and ~~shares~~all orinformation atrelevant ~~all~~to its responsibilities.

The ~~ability~~principal offunctions ~~our~~and ~~Board~~ responsibilities of the ~~Directors~~Compensation toCommittee ~~issue additional stock may prevent or make more difficult certain transactions, including a sale or merger.~~include:

~~Our~~● ~~Board of~~reviewing ~~Directors is authorized to issue up to 10,000,000 shares of preferred stock with powers, rights~~ and ~~preferences~~approving designated by it. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of us. The ability of the ~~Board of~~Company’s ~~Directors~~compensation toguidelines ~~issue such additional shares of preferred stock, with rights~~ and preferences it deems advisable, could discourage an attempt by a party to acquire control of us by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.structure;

~~Our~~● ~~status~~reviewing asand approving, on an ~~emerging growth~~annual ~~company~~basis, ~~may~~the ~~result~~corporate ingoals ~~reduced~~and ~~disclosure~~objectives ~~obligations.~~with respect to compensation for the Chief Executive Officer;

We● ~~are an~~reviewing ~~“emerging~~and ~~growth company~~approving,” ason ~~defined~~an inannual ~~the Jumpstart Our Business Startups Act~~basis, ~~which we refer to as~~ the ~~JOBS Act,~~evaluation ~~and~~process ~~we are eligible to take advantage of certain exemptions from various reporting~~ and ~~financial~~compensation ~~disclosure~~structure ~~requirements~~for ~~that are~~the ~~applicable~~Company’s to other ~~public companies~~officers, ~~that are not emerging growth companies,~~ including, ~~but not limited to~~salary, ~~(1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002~~bonus, orincentive ~~the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in our periodic reports~~ and ~~proxy~~equity ~~statements, and (3) exemptions from the requirements of holding a non-binding advisory vote on executive~~ compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. Because of the reduced disclosure and because a portion of our business is conducted in China, investors may find investing in our common stock less attractive as a result, which could have an adverse effect on our stock price.;

In● ~~addition, Section~~periodically ~~102~~reviewing ofand ~~the~~making ~~JOBS~~recommendations ~~Act~~to ~~also provides that an emerging growth company can take advantage of~~ the ~~extended~~Board ~~transition~~regarding ~~period provided in Section 7(a)(2)(B) of~~ the ~~Securities~~compensation ~~Act~~ of ~~1933,~~non-management asdirectors; amended, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and ~~acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.~~

We● ~~could remain~~developing ~~an emerging growth company for up to five years, or until~~ the ~~earliest~~executive ofcompensation ~~(1)~~philosophy ~~the~~and ~~last~~reviewing ~~day~~and ofrecommending ~~the~~to ~~first fiscal year in which our annual gross revenues exceed $1.07 billion, (2)~~ the ~~date~~Board ~~that~~for weapproval ~~become~~all acompensation ~~“large~~policies accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and wecompensation ~~have~~programs ~~been publicly reporting~~ for ~~at least 12 months, or (3)~~ the ~~date~~executive ~~on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period~~team.

The Compensation Committee is governed by a written charter approved by our Board. A copy of the Compensation Committee Charter is posted under the “Investors” tab under “Corporate Governance” on our website, which is located at www.avalon-globocare.com. Information contained on the website is not incorporated by reference in, or considered part of, this prospectus.

Nominating and Governance Committee

For the fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee consisted of Steven Sanders, William Stilley and Tevi Troy, with Mr. Sanders serving as the Chair of our Nominating and Corporate Governance Committee. On February 24, 2026, William Stilley and Tevi Troy resigned from the Company’s Board as well as the committees on which they respectively served. As a result of the vacancies created by the resignations of Messrs. Stilley and Troy, on February 24, 2026, the Board appointed Michael Mathews as a member and Chair of the Nominating and Corporate Governance Committee and Lourdes Felix as a member of the Nominating and Corporate Governance Committee. As a result, as of February 24, 2026, the Nominating and Corporate Governance Committee consists of Steven Sanders, Lourdes Felix and Michael Mathews, with Mr. Mathews serving as the Chair of the Nominating and Corporate Governance Committee.

WeThe ~~are~~Board has adetermined ~~“smaller reporting~~that ~~company,”~~each ~~and~~director weserving ~~cannot~~on beour ~~certain~~Nominating ifand ~~the~~Corporate ~~reduced~~Governance ~~disclosure~~Committee ~~requirements~~as ~~applicable~~of toDecember ~~smaller~~31, ~~reporting~~2025 ~~companies~~and all current ~~will~~members ~~make~~of ~~our~~the ~~common~~Nominating ~~stock~~and ~~less~~Corporate ~~attractive~~Governance toCommittee ~~investors~~are “independent director” as defined by Nasdaq rules.

WeThe ~~are~~Nominating ~~currently~~and aCorporate ~~“smaller~~Governance ~~reporting~~Committee ~~company”,~~is ~~meaning~~generally ~~that~~responsible wefor ~~are~~recommending ~~not~~to anour ~~investment~~full ~~company,~~Board ancertain ~~asset-~~policies, ~~backed issuer~~procedures, orand practices adesigned ~~majority-owned~~to ~~subsidiary~~ensure ~~of a parent company~~ that isour ~~not~~corporate agovernance ~~smaller~~policies, ~~reporting~~procedures, ~~company~~ and ~~have~~practices acontinue ~~non-affiliated~~to ~~public~~assist ~~float of~~the ~~less~~Board ~~than $75.0 million~~ and ~~annual~~our ~~revenues~~management ofin effectively ~~less~~and ~~than~~efficiently ~~$50.0~~promoting ~~million during~~ the ~~most~~best ~~recently~~interests ~~completed~~of ~~fiscal~~our ~~year~~stockholders. InThe ~~the event~~Nominating ~~that~~and weCorporate ~~are~~Governance ~~still~~Committee ~~considered~~is aalso responsible ~~“smaller~~for ~~reporting~~selecting ~~company,”~~and atrecommending ~~such~~for ~~time~~approval asby weour ~~cease~~Board ~~being~~and anour ~~“emerging growth~~stockholders ~~company,”~~a weslate ~~will~~of bedirector ~~required~~nominees tofor ~~provide~~election ~~additional~~at each ~~disclosure~~of in our ~~SEC~~annual ~~filings.~~meetings ~~However~~of stockholders, ~~similar~~and tootherwise anfor ~~“emerging growth~~determining ~~companies”,~~the ~~“smaller~~Board ~~reporting~~committee ~~companies”~~members ~~are~~and ~~able~~chairpersons, subject to ~~provide simplified executive compensation disclosures~~ratification inby ~~their~~our ~~filings;~~Board, ~~are~~as ~~exempt~~well ~~from~~as ~~the~~recommending ~~provisions~~to ~~of Section 404(b) of~~ the ~~Sarbanes-Oxley~~Board ~~Act~~director ~~requiring~~nominees ~~that~~to ~~independent~~fill ~~registered public~~vacancies ~~accounting~~or ~~firms~~new ~~provide~~positions ~~an attestation report~~ on the ~~effectiveness~~Board ofor ~~internal~~its ~~control over financial reporting; and have~~committees ~~certain~~that ~~other~~may ~~decreased~~occur ~~disclosure~~or ~~obligations~~be increated ~~their~~from ~~SEC~~time ~~filings,~~to ~~including~~time, ~~among~~all ~~other things, only being required to provide two years of audited financial statements~~ in ~~annual~~accordance ~~reports.~~with ~~Decreased disclosures in~~ our ~~SEC~~bylaws ~~filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations~~ and ~~financial~~applicable ~~prospects~~law.

IfIn ~~securities~~identifying independent orcandidates, with significant senior-level professional experience, to be nominated as potential members of our Board, the Nominating and Corporate Governance Committee solicits candidates from the Board, senior management and others, and may engage a search firm in the process. The Nominating and Corporate Governance Committee reviews and narrows the list of candidates and interviews potential nominees. The final candidate is also introduced and interviewed by the Board and the lead director if one has been appointed. In general, in considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominating and Corporate Governance Committee will apply the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, commitment to understanding our business and industry, experience, conflicts ~~analysts~~of dointerest and the ability to act in the interests of our stockholders. Further, specific consideration is given to, among other things, diversity of background and experience that a candidate would bring to our Board. The Nominating and Corporate Governance Committee does not ~~publish~~assign ~~research~~specific orweights ~~reports~~to ~~about~~particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our ~~business~~directors, orconsidered ifas ~~they~~a ~~issue~~group, anshould ~~adverse~~provide ora ~~misleading~~composite ~~opinion~~mix ~~regarding~~of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. Stockholders may recommend individuals to the Nominating and ~~stock~~Corporate Governance Committee for consideration as potential director candidates by submitting the names, together with appropriate biographical information and background materials to our ~~stock~~Nominating ~~price~~and Corporate Governance Committee. The Nominating and ~~trading~~Corporate ~~volume~~Governance ~~could~~Committee considers ~~decline~~recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our Bylaws and applicable law and will apply the same criteria to all persons being considered.

The ~~trading market~~principal ~~for our common stock will be influenced by the research and reports that industry or securities analysts publish about us~~functions ~~or our business. We do not currently have~~ and ~~may~~responsibilities ~~never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage~~ of ~~us,~~ the ~~trading~~Nominating ~~price~~and ~~for~~Corporate ~~our~~Governance ~~stock~~Committee would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.include:

~~Our~~● ~~officers,~~developing ~~directors~~ and ~~principal~~maintaining ~~stockholders own a significant percentage of~~ our ~~stock~~corporate ~~and~~governance ~~will~~policy ~~be able to exert significant control over matters subject to stockholder approval.~~guidelines;

~~Upon completion~~● ofdeveloping ~~this offering, our officers, directors~~ and 5%maintaining ~~stockholders and their affiliates will beneficially own an aggregate of shares, or % of~~ our ~~outstanding~~Code ~~common stock if the minimum offering amount is sold or %~~ of ~~our~~Business ~~outstanding~~Conduct ~~common stock if the maximum offering amount is sold, excluding any shares of common stock that may be purchased in this offering. As a result, these stockholders will have significant influence~~ and may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transactions. This concentration of ownership could delay or prevent any acquisition of our company on terms that other stockholders may desire, and may adversely affect the market price of our common stock.Ethics;

~~Our~~● ~~management~~overseeing ~~will~~the ~~have broad~~interpretation ~~discretion~~and inenforcement ~~the~~of ~~use~~our Code of ~~the~~Business ~~net~~Conduct ~~proceeds~~and ~~from~~Ethics ~~this~~for ~~offering~~the Chief Executive Officer and ~~may~~Senior ~~not~~Financial ~~use~~and ~~them~~Accounting ~~effectively.~~Officers;

~~Our~~● ~~management will~~evaluating ~~have broad discretion in~~ the ~~application~~performance of ~~the net proceeds from this offering and~~ our ~~stockholders~~Board, ~~will~~its ~~not have the opportunity as part of their investment decisions to assess whether the net proceeds are being used appropriately. You may not agree with our decisions~~committees, and ~~our~~committee ~~use~~chairpersons ~~of the proceeds may not yield any return on your investment. Because of the number~~ and ~~variability of factors that will determine~~ our ~~use~~directors; of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could compromise our ability to pursue our growth strategy and we might not be able to yield a significant return, if any, in our investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

●

selecting and recommending a slate of director nominees for election at each of our annual meetings of the stockholders and recommending to the Board director nominees to fill vacancies or new positions on the Board or its committees that may occur from time to time.

The Nominating and Corporate Governance Committee is governed by a written charter approved by our Board. A copy of the Nominating and Corporate Governance Committee Charter is posted under the “Investors” tab under “Corporate Governance” on our website, which is located at www.avalon-globocare.com. Information contained on the website is not incorporated by reference in, or considered part of, this prospectus.

IfStockholders ~~you~~may ~~purchase~~recommend individuals ~~our~~to ~~common~~the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their ~~stock~~names and background to the Secretary of the Company at the address set forth below under “Stockholder Communications with Our Board” in ~~this~~accordance ~~offering~~with the provisions set forth in our Bylaws. All such recommendations will be forwarded to the Nominating and Corporate Governance Committee, ~~you~~which will ~~incur~~review ~~immediate~~and only consider such recommendations if appropriate biographical and ~~substantial~~other ~~dilution~~information inis provided, including, but not limited to, the ~~book~~items ~~value~~listed ofbelow, ~~your~~on ~~shares~~a timely basis.

~~The~~● ~~public offering price of our common stock is substantially higher than~~ the ~~net~~name ~~tangible~~and ~~book~~address ~~value per share~~ of ~~our~~record ~~common stock as~~ of ~~December~~ ~~31, 2017, after giving effect to this offering. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds~~ the ~~book~~security ~~value of our tangible assets after subtracting our liabilities. Accordingly, you will experience immediate dilution per share after giving effect to this offering. See “Dilution.”~~holder;

We● ~~may~~a berepresentation ~~exposed~~that tothe ~~additional risks~~security asholder is a ~~result~~record holder of ~~“going~~the ~~public”~~Company’s bysecurities, ~~means~~or ofif the security holder is not a ~~reverse~~record ~~acquisition~~holder, ~~transaction.~~evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;

We● ~~may be~~the ~~exposed~~name, ~~to additional risks because we became a public company through a “reverse merger” transaction. There has been increased focus by government agencies on reverse merger transactions in recent years~~age, ~~and~~business ~~we may be subject to increased scrutiny by the SEC~~ and ~~other~~residential ~~government agencies and holders of our securities as a result of the completion of our reverse merger transaction. Additionally~~address, ~~our~~educational “going public” by means of a reverse merger transaction may make it more difficult for us to obtain coverage from securities analysts of major brokerage firms following the reverse merger transaction because there may be little incentive to those brokerage firms to recommend the purchase of our common stock. Furtherbackground, ~~investment~~current ~~banks~~principal ~~may~~occupation ~~be less~~or likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting company by means of an initial public offering because they may be less familiar with our company as a result of more limited coverage by analysts and the mediaemployment, and ~~because~~principal weoccupation ~~became public at an early stage in our development. The failure to receive research coverage~~ or ~~support~~employment infor the ~~market~~preceding ~~for~~five ~~our~~full ~~shares~~fiscal ~~will~~years ~~have an adverse effect on our ability to develop a liquid market for our common stock. The occurrence~~ of ~~any~~the ~~such~~proposed ~~event~~director ~~could cause our business or stock price to suffer.~~candidate;

We● doa ~~not~~description ~~anticipate~~of ~~paying dividends~~the onqualifications ~~our~~and ~~common~~background ~~stock,~~of the proposed director candidate and ~~investors~~a ~~may~~representation ~~lose~~that the ~~entire~~proposed ~~amount~~director ofcandidate ~~their~~meets ~~investment.~~applicable independence requirements;

We● ~~have never~~a ~~declared~~description orof ~~paid~~any ~~cash~~arrangements ~~dividends~~or onunderstandings ~~our~~between ~~common~~the ~~stock,~~security holder and wethe doproposed ~~not~~director ~~anticipate~~candidate; ~~such a declaration or payment for the foreseeable future.~~and

We● ~~expect to~~the ~~use~~consent ~~future~~of ~~earnings,~~the ifproposed ~~any,~~director candidate to ~~fund~~be ~~business~~named ~~growth.~~in ~~Therefore,~~the ~~stockholders~~proxy ~~will~~statement ~~not~~relating ~~receive~~to ~~any~~the ~~funds~~Company’s ~~absent~~annual ameeting ~~sale~~ of ~~their shares~~stockholders ofand ~~common~~to ~~stock.~~serve Weas ~~cannot assure stockholders of~~ a ~~positive~~director ~~return~~if onelected ~~their~~at ~~investment~~such ~~when~~annual ~~they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment~~meeting.

~~Applicable~~Assuming ~~regulatory~~that appropriate ~~requirements,~~information ~~including~~is ~~those~~timely ~~contained~~provided infor ~~and~~candidates ~~issued~~recommended ~~under~~by stockholders, the ~~Sarbanes-Oxley~~Nominating ~~Act~~and ofCorporate ~~2002,~~Governance ~~may~~Committee ~~make~~will itevaluate those ~~difficult~~candidates ~~for~~by usfollowing tosubstantially ~~retain or~~the ~~attract~~same ~~qualified~~process, ~~officers~~ and ~~directors,~~applying ~~which~~substantially ~~could~~the ~~adversely~~same ~~affect~~criteria, ~~the~~as ~~management~~for ofcandidates ~~our~~submitted by ~~business~~members ~~and~~of ~~our~~the ~~ability~~Board ~~to obtain~~ or ~~retain~~other ~~listing~~persons, ofas ~~our~~described ~~common~~above ~~stock~~and onas aset ~~national~~forth ~~securities~~in ~~exchange~~its written charter.

WeCode ~~may be unable to attract and retain those qualified officers, directors and members~~ of ~~board~~Business ~~committees~~Conduct ~~required to provide for effective management because of the rules~~ and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by national securities exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.Ethics

~~Further,~~We have ~~some~~adopted ofa ~~these~~written ~~changes~~Code ~~heighten~~of ~~the~~Business ~~requirements~~Conduct ~~for~~and ~~board~~Ethics orthat ~~committee~~applies ~~membership,~~to ~~particularly~~our ~~with~~employees, ~~respect~~officers toand andirectors. ~~individual’s independence~~A ~~from~~copy of the ~~corporation~~Code ~~and level~~ of ~~experience~~Business Conduct inand ~~finance~~Ethics ~~and~~is ~~accounting~~posted ~~matters.~~under Wethe ~~may~~“Investors” ~~have~~tab ~~difficulty~~under ~~attracting and~~“Corporate ~~retaining~~Governance” ~~directors~~on ~~with~~our ~~the~~website, ~~requisite~~which ~~qualifications~~is located at www.avalon-globocare.com. IfWe weintend ~~are~~to ~~unable~~disclose future amendments to ~~attract~~certain ~~and~~provisions ~~retain~~of ~~qualified~~our ~~officers~~Code of Business Conduct and ~~directors~~Ethics, ~~the~~ ~~management~~or waivers of ~~our~~such ~~business~~provisions ~~and~~applicable ~~our~~to ~~ability~~any toprincipal ~~obtain~~executive officer, principal financial officer, principal accounting officer or ~~retain~~controller, ~~listing~~or ofpersons ~~our~~performing ~~shares~~similar offunctions, ~~common~~and ~~stock~~our directors, on ~~any~~our ~~national~~website ~~securities exchange~~identified ~~could~~above beor ~~adversely~~in ~~affected~~filings with the SEC.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is posted under the “Investors” tab under “Corporate Governance” on our website, which is located at www.avalon-globocare.com. Information contained on the website is not incorporated by reference in, or considered part of, this prospectus. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to our Company. In addition, with regard to us trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements in all respects. As of December 31, 2025, none of our directors or executive officers had pledged any shares of our common stock.

Corporate Governance Guidelines

The Company’s board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Capital Market.

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

~~Any~~EXECUTIVE ~~failure~~AND toDIRECTOR ~~maintain effective internal control over our financial reporting could materially adversely affect us.~~COMPENSATION

~~Section 404~~We ofare ~~the~~a ~~Sarbanes-Oxley~~“smaller ~~Act~~reporting ofcompany” and ~~2002~~as ~~requires~~such, uswe tohave ~~include~~opted into ~~our~~comply ~~annual~~with ~~reports on Form 10-K an assessment by management of~~ the ~~effectiveness~~scaled ofdown ~~our~~disclosure ~~internal~~rules ~~control~~applicable ~~over~~to ~~financial~~a “smaller reporting. ~~In addition~~company,” at as such ~~time,~~term ifis ~~any,~~defined asin wethe ~~are~~rules anpromulgated ~~“accelerated filer”~~under orthe aSecurities ~~“large accelerated filer~~Act,” ~~and~~which norequire ~~longer~~compensation andisclosure ~~“emerging~~for ~~growth company,”~~ (i) our ~~independent~~principal ~~registered~~executive ~~public~~officer, ~~accounting~~(ii) our ~~firm~~two ~~will~~most ~~have~~highly tocompensated ~~attest~~executive toofficers, ~~and~~other ~~report~~than onthe ~~management’s~~principal ~~assessment~~executive ofofficer, ~~the~~whose ~~effectiveness of such~~total ~~internal~~compensation ~~control~~for ~~over~~2025 ~~financial~~exceeded ~~reporting.~~$100,000 ~~Our~~and ~~management~~who ~~assessed~~were ~~our~~serving ~~internal~~as ~~control~~executive ~~over~~officers ~~financial reporting~~ as of December 31, ~~2017. Based on such assessment~~2025, weand ~~concluded~~(iii) up ~~that~~to two ~~our~~additional ~~internal~~individuals ~~control~~for ~~over~~whom ~~financial~~disclosure ~~reporting~~would ~~was~~have ~~not~~been ~~effective~~provided aspursuant ~~of December 31, 2017~~ to ~~provide reasonable assurance regarding~~ the ~~reliability~~foregoing ofclause ~~financial~~(ii) but ~~reporting~~for ~~and~~ the ~~preparation~~fact ~~of financial statements~~that ~~for~~the ~~external~~individual ~~reporting~~was ~~purposes~~not inserving ~~accordance~~as ~~with~~an ~~U.S.~~executive ~~generally~~officer ~~accepted~~as ~~accounting~~of ~~principles.~~December 31, ~~The material weaknesses we have identified are as follows:~~2025.

●Summary WeCompensation have not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only two officers with management functions and therefore there is lack of segregation of duties.Table

●The ~~There~~following istable asets ~~strong~~forth ~~reliance~~the oncompensation awarded ~~outside consultants~~ to, ~~review~~earned ~~and~~by ~~adjust~~or ~~the~~paid ~~annual~~to ~~and~~each ~~quarterly~~of ~~financial~~our ~~statements,~~named toexecutive ~~monitor~~officers ~~new~~for ~~accounting~~the ~~principles,~~years ~~and~~ended toDecember ~~ensure~~31, ~~compliance~~2025 ~~with GAAP~~ and ~~SEC disclosure requirements~~2024.

● There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.

			Salary		Stock awards		Option Awards		Nonequity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation			Total
Name and principal position	Year		($)		($)		($)		($)		($)		($)			($)
Dr. David Jin		2025		-		-		-		-		-		-			-
Former Chief Executive Officer (1)		2024		180,000		-		-		-		-		-			180,000

Luisa Ingargiola		2025		350,000		-		-		-		-		175,000	(2)		525,000
Chief Financial Officer		2024		350,000		-		-		-		-		-			350,000

Meng Li		2025		191,681		-		-		-		-		-			191,681
Interim Chief Executive Officer and Chief Operating Officer (3)		2024		205,471		-		-		-		-		-			205,471

●(1) AOn ~~formal~~November ~~audit~~12, ~~committee~~2025, ~~has~~Dr. ~~not~~Jin ~~been~~notified ~~formed~~us of his intent to resign as our Chief Executive Officer and as a director, effective November 30, 2025, as a result of ~~December~~a 31personal health issue. Dr. Jin agreed to reduce his salary to $180,000 ~~2017~~in fiscal year 2024 and to $0 in fiscal year 2025.

~~Our~~(2) ~~internal control~~The ~~over financial reporting will not prevent or detect all error and all fraud. A control system~~$175,000 noin ~~matter~~All ~~how~~Other ~~well~~Compensation ~~designed and~~earned ~~operated,~~by ~~can~~Luisa ~~provide~~Ingargiola ~~only~~for ~~reasonable, not absolute, assurance that~~ the ~~control~~2025 ~~system’s~~fiscal ~~objectives~~year ~~will~~is becomprised ~~met. Because~~ of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. If we are not able to comply with the requirements of Section 404 in a ~~timely~~cash manner, if we do not remedy the current material weaknesses or if we identify additional material weaknesses in our internal controls, investors could lose confidence in the reliability of our financial statements, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC, or other regulatory authoritiesbonus.

If(3) weOn ~~cannot~~November ~~satisfy~~13, or ~~continue to satisfy~~2025, the ~~initial~~Board ~~listing~~appointed ~~requirements~~Ms. ~~and other rules of Nasdaq Capital Market~~Li, our ~~securities~~Chief ~~may~~Operating ~~not~~Officer, beas ~~listed or~~interim ~~may~~Chief beExecutive ~~delisted~~Officer, ~~which~~effective ~~could~~November ~~negatively~~30, ~~impact the price of our securities and your ability to sell them~~2025.

We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

● a limited availability for market quotations for our securities;

● reduced liquidity with respect to our securities;

● a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;

● limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

~~Investors~~Employment ~~risk loss of use of funds allocated for purchases, with no right of return, during the offering period.~~Agreements

WeDavid ~~cannot assure~~Jin ~~you~~Employment that all or any shares will be sold. Boustead Securities, LLC, our underwriter, is offering our shares on a “best efforts”, minimum-maximum basis. We have no firm commitment from anyone to purchase all or any of the shares offered. If offers to purchase a minimum of $10,000,000 of shares are not received within 180 days from the date of this prospectus, escrow provisions require that all funds received be promptly refunded. If refunded, investors will receive no interest on their funds. During the offering period, investors will not have any use or right to return of the funds.Agreement

WeOn ~~could~~December 1, be2016, the ~~subject~~Company entered into an Executive Employment Agreement with David Jin, the Company’s former Chief Executive Officer and President. Pursuant to the agreement, Dr. Jin was employed as President and Chief Executive Officer of the Company, which agreement had a term ~~securities~~initially ~~class~~through ~~action~~November 30, ~~litigation~~2019 unless earlier terminated pursuant to the terms of the agreement. On February 20, 2020, the Company entered into a Letter Agreement with Dr. Jin pursuant to which the term of Dr. Jin’s Executive Employment Agreement was extended an additional three years. During the term of the agreement, Dr. Jin was entitled to a base salary and was eligible for a discretionary performance bonus, equity awards and to participate in employee benefits plans as the Company may institute from time to time at the discretion of the Board.

InOn January 3, 2019, the Company entered into a Letter Agreement with Dr. Jin, pursuant to which his annual base salary set forth in his employment agreement ~~past~~was increased to $360,000, ~~securities~~effective ~~class~~January 1, ~~action~~2019. ~~litigation~~Pursuant ~~has~~to ~~often~~the ~~been~~agreement, ~~brought~~Dr. Jin ~~against~~could abe ~~company~~terminated ~~following~~for a“cause” as ~~decline~~defined intherein and Dr. Jin could resign for “good reason” as defined. In the ~~market~~event ~~price~~Dr. Jin ofwas ~~its~~terminated without ~~securities~~cause or resigned for good reason, the Company would be required to pay Dr. Jin ~~This~~all ~~risk~~accrued issalary ~~especially~~and ~~relevant~~bonuses, reimbursement for all usbusiness ~~because~~expenses ~~companies~~and inDr. Jin’s ~~our~~salary ~~industry~~for ~~have~~one ~~experienced~~year. ~~significant~~In ~~stock~~the ~~price~~event Dr. Jin as terminated with cause, resigned without ~~volatility~~good inreason, ~~recent~~died ~~years~~or was disabled, the Company would be required to pay Dr. Jin Ifall weaccrued ~~face~~salary ~~such~~and ~~litigation~~bonuses and reimbursement for all business expenses. Under the agreement Dr. Jin was subject to confidentiality, itrestrictions. ~~could~~While ~~result~~the inagreement ~~substantial~~was ~~costs~~not extended, and aexpired ~~diversion~~as of ~~management’s~~November 30, 2022, Dr. Jin continued his employment with the Company at will and otherwise under the ~~attention~~same terms and ~~resources~~conditions, ~~which~~except ~~could~~that ~~harm~~Dr. Jin ~~our~~agreed ~~business~~to a salary reduction as set forth in the table above ($0.00 salary and $180,000 salary for the years ended December 31, 2025 and 2024, respectively) as part of the Company’s cost reduction measures.

On November 12, 2025, Dr. Jin notified us of his intent to resign as our Chief Executive Officer, President, and director, effective November 30, 2025, as a result of a personal health issue.

Luisa Ingargiola Employment Agreement

On February 21, 2017, Ms. Ingargiola and the Company entered into an Executive Retention Agreement effective February 9, 2017, pursuant to which Ms. Ingargiola agreed to serve as Chief Financial Officer of the Company in consideration of an annual salary of $225,000. On January 3, 2019, the Company entered into a Letter Agreement with Ms. Ingargiola, pursuant to which her annual base salary set forth in her employment agreement was increased to $350,000 effective January 1, 2019.

The employment of Ms. Ingargiola is at will and may be terminated at any time, with or without formal cause. Pursuant to the terms of Executive Retention Agreement with Ms. Ingargiola, the Company has agreed to provide specified severance and bonus amounts and to accelerate the vesting on her equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreements.

In the event of a termination upon a change of control, Ms. Ingargiola is entitled to receive an amount equal to 6 months of her base salary and the target bonus then in effect for the executive officer for the six months in which such termination occurs, such bonus payment to be pro-rated to reflect the full number of months the executive remained in the Company’s employ. In addition, the vesting on any stock option held by the executive officer will be accelerated in full. At the election of the executive officer, the Company will also continue to provide health-related employee insurance coverage for twelve months, at the Company’s expense.

In the event of an involuntary termination, Ms. Ingargiola is entitled to receive an amount equal to twelve months of her base salary, an amount equal to any actual bonus earned but not yet paid in respect of a previous year, and the target bonus then in effect for the executive officer for the year in which such termination occurs, with such target bonus payment to be pro-rated to reflect the full number of months the executive remained in the Company’s employ. In addition, the vesting on any stock option held by the executive officer will be accelerated in full. At the election of the executive officer, the Company will also continue to provide health-related employee insurance coverage for twelve months, at the Company’s expense. Under the agreement, Ms. Ingargiola is subject to confidentiality, non-compete and non-solicitation restrictions.

Pursuant to the terms of Ms. Ingargiola’s Executive Retention Agreement described here, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. Based on the review of the Company’s performance for year 2025, the Board, in its sole discretion, determined to pay a bonus in the amount of $175,000 to Ms. Ingargiola, in consideration for her efforts in connection with advancing the business of the Company and its financial position during the 2025 fiscal year.

~~CAUTIONARY NOTE REGARDING~~Meng ~~FORWARD-LOOKING~~Li ~~STATEMENTS~~Employment Agreement

~~This~~On ~~prospectus contains forward-looking statements~~January 11, ~~including~~2017, Avalon ~~without~~(Shanghai) ~~limitation,~~Healthcare inTechnology ~~the~~Co., ~~sections~~Ltd ~~captioned~~ (“~~Risk~~Avalon ~~Factors~~Shanghai”), ~~“Management~~the Company’s ~~Discussion~~wholly-owned ~~and~~subsidiary ~~Analysis~~entered ofinto ~~Financial~~an ~~Condition~~Executive ~~and~~Employment ~~Plan~~Agreement ofwith ~~Operations”~~Meng Li, ~~and~~appointing ~~“Business”.~~her ~~Any and all statements contained in this prospectus that are not statements of historical fact may be deemed forward-looking statements. Terms such~~ as ~~“may,”~~ ~~“might,”~~Avalon ~~“would,”~~Shanghai’s ~~“should,”~~Chief ~~“could,” “project,”~~Operating ~~“estimate,”~~Officer ~~“pro-forma,”~~and ~~“predict,”~~President. ~~“potential,”~~The ~~“strategy,”~~agreement ~~“anticipate,” “attempt,”~~had ~~“develop,”~~an ~~“plan,”~~initial ~~“help,”~~term ~~“believe,”~~through ~~“continue,” “intend,”~~November ~~“expect~~30,” ~~“future~~2019,” ~~and~~subject ~~terms of similar import (including the negative of any of the foregoing) may be intended~~ to ~~identify~~earlier ~~forward-looking statements~~termination. ~~However,~~On ~~not~~February ~~all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this prospectus may include~~20, ~~without limitation~~2020, ~~statements~~ ~~regarding (i)~~ the ~~plans~~Company ~~and~~entered ~~objectives~~into ~~of management for future operations, (ii)~~ a ~~projection~~Letter ofAgreement ~~income~~with ~~(including~~Ms. ~~income/loss), earnings~~Li ~~(including~~extending earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the ~~results~~term of ~~operations~~her ~~included~~Executive ~~pursuant~~Employment toAgreement ~~the~~an ~~rules~~additional ~~and~~three ~~regulations of the SEC, and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above~~years.

~~The~~Throughout ~~forward-looking~~the term of ~~statements~~the ~~are~~agreement, ~~not~~Ms. ~~meant~~Li was entitled to ~~predict~~a orbase ~~guarantee~~salary ~~actual~~a ~~results,~~discretionary performance bonus, ~~events~~equity orawards, ~~circumstances~~ and ~~may~~participation ~~not~~in beAvalon ~~realized because~~Shanghai's ~~they~~benefit ~~are~~plans ~~based~~at ~~upon~~the ~~our~~discretion ~~current~~of ~~projections,~~its ~~plans,~~Board ~~objectives,~~of ~~beliefs~~Directors. On January 3, ~~expectations~~2019, ~~estimates~~the ~~and~~Company ~~assumptions~~entered ~~and~~into ~~are~~a ~~subject~~Letter Agreement with Ms. Li toincreasing aher ~~number~~annual ofbase ~~risks~~salary ~~and~~to ~~uncertainties~~$340,000, ~~and~~effective ~~other~~January ~~influences~~1, ~~many~~2019, ofexcept ~~which~~that weMs. ~~have~~Li noagreed ~~control~~to ~~over.~~a ~~Actual~~salary ~~results~~reduction ~~and~~for the ~~timing~~years ofended ~~certain~~December ~~events~~31, 2025 and ~~circumstances~~2024 ~~may~~as ~~differ~~part ~~materially~~of ~~from~~the ~~those~~Company’s ~~described~~cost byreduction measures. Under the ~~forward-looking~~agreement, ~~statements~~Ms. asLi amay ~~result~~be ofterminated ~~these~~for ~~risks~~“cause” ~~and~~or ~~uncertainties~~may resign for “good reason," each as defined therein. ~~Factors~~Upon ~~that~~a ~~may~~termination ~~influence~~without cause or ~~contribute~~resignation for good reason, Avalon Shanghai is obligated to ~~the~~pay ~~inaccuracy~~all accrued salary and bonuses, reimbursement of ~~the~~business ~~forward-looking~~expenses, ~~statements~~and orone year's salary. Upon a termination for cause, ~~actual~~resignation ~~results~~without good reason, death, or disability, Avalon Shanghai is obligated to ~~differ~~pay ~~materially~~all ~~from~~accrued salary, ~~expected~~bonuses, orand ~~desired~~business ~~results~~expense ~~may~~reimbursements. ~~include~~Ms. Li remains subject to confidentiality, ~~without~~non-compete, ~~limitation:~~and non-solicitation obligations.

●Option ~~Our~~Exercises ~~ability to attract~~ and ~~retain~~Stock ~~management;~~Vested

●There ~~Our~~were ~~ability~~no options exercised by our executive officers or stock vested to ~~raise~~our ~~capital~~executive ~~when~~officers ~~needed~~during ~~and~~the onyear ~~acceptable~~ended ~~terms~~December ~~and~~31, ~~conditions;~~2025.

●Outstanding ~~The~~Equity ~~intensity~~Awards ofat ~~competition;~~2025 Fiscal Year End

●The ~~General~~following ~~economic~~table ~~conditions;~~sets forth information with respect to the outstanding equity awards of our named executive officers at December 31, 2025: All of the options listed in the table below are 100% vested.

● Changes in regulations;

	Outstanding Equity Awards
	Option Awards									Stock Awards
Name	Number of securities underlying unexercised options (#) (Exercisable)		Number of securities underlying unexercised options (#) (Unexercisable)		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Options exercise price ($)		Option expiration Date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
David Jin		2,667		-		2,667		228	2/18/2030		-		-		-		-
Luisa Ingargiola		13,333		-		13,333		75	2/8/2027		-		-		-		-
Luisa Ingargiola		2,667		-		2,667		228	2/18/2030		-		-		-		-
Meng Li		2,000		-		2,000		228	2/18/2030		-		-		-		-

● Whether the market for healthcare services continues to grow, and, if it does, the pace at which it may grow; and

● Our ability to compete against large competitors in a rapidly changing market.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this prospectus to reflect any new information or future events or circumstances or otherwise, except as required by law.

Readers should read this prospectus in conjunction with the discussion under the caption “Risk Factors”, our financial statements and the related notes thereto in this prospectus.

~~USE~~Policies OFand ~~PROCEEDS~~Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

~~After~~We do not have any formal policy that requires ~~deducting~~us ~~the~~to ~~estimated~~grant, ~~underwriter’s~~or ~~discount~~avoid ~~and~~granting, ~~offering~~stock ~~expenses~~options ~~payable~~at byparticular ustimes. Consistent with its annual compensation cycle, weif ~~expect~~options are to ~~receive~~be granted, ~~net~~the ~~proceeds~~Compensation ofCommittee generally seeks to grant annual stock option awards after its Annual Report on Form 10-K has been ~~approximately~~filed. $8The timing of any stock option grants in connection with new hires,~~500~~ promotions,~~000~~ ~~from~~or ~~this~~other ~~offering~~non-routine ifgrants is tied to the ~~minimum~~event giving ~~offering~~rise ~~amount~~to isthe ~~sold~~award ~~and~~(such ~~approximately~~as ~~$27~~an employee’s commencement of employment or promotion effective date). As a result,~~100~~ in all cases,~~000~~ the iftiming of grants of stock options occurs independent of the ~~maximum~~release of any material nonpublic information, and we do not time the ~~offering~~disclosure ~~amount~~of ismaterial ~~sold~~nonpublic information for the purpose of affecting the value of executive compensation.

WeNo ~~plan to~~stock ~~use~~options ~~the~~were ~~net~~issued ~~proceeds~~to ofexecutive ~~this~~officers in ~~offering~~2025 ~~for~~during ~~the~~any ~~implementation~~period ofbeginning ~~our~~four business ~~plan~~days ~~including~~before ~~mergers~~the ~~and~~filing ~~acquisitions,~~of ~~debt~~a ~~repayment, laboratory~~periodic ~~and~~report ~~clinical~~or ~~trials,~~current ~~general~~report ~~and~~disclosing ~~administrative~~material ~~expenses~~non-public information and ~~working~~ending ~~capital.~~one ~~The~~business ~~table~~day ~~below~~after ~~shows how we intend to use~~ the ~~proceeds~~filing inor ~~the~~furnishing ~~event~~ of ~~minimum~~such ~~and~~report ~~maximum~~with ~~offering~~the SEC.

Description of Use	Estimated Amount of Net Proceeds (Minimum Offering)		Percentage			Estimated Amount of Net Proceeds (Maximum Offering)		Percentage
Mergers and Acquisitions	$	5,000,000		59	%	$	20,000,000		74	%
Laboratory and Clinical Trials	$	500,000		6	%	$	2,000,000		7	%
Debt Repayment	$	1,500,000		17	%	$	1,500,000		6	%
General and Administrative Expenses	$	750,000		9	%	$	2,600,000		9	%
Working Capital	$	750,000		9	%	$	1,000,000		4	%

Bonus Arrangements

ToPursuant to the ~~extent~~ weterms ~~raise~~of anthe ~~amount~~executive ~~between~~employment agreements described above, the ~~minimum~~Company, ~~and~~through ~~maximum~~the ~~offering~~Board, wehas ~~expect~~the ~~that~~discretion weto ~~would~~determine ~~allocate~~the amounts inof ~~approximately~~ the annual incentive bonus ~~same~~payments ~~percentages~~which executives may receive. Based on the review of the Company’s performance for year 2025, ~~other~~the ~~than~~Board, ~~debt~~in ~~repayment~~its sole discretion, determined ~~which~~to ispay ~~fixed~~a atbonus in the amount of $1175,~~500,~~000 to Luisa Ingargiola, the Chief Financial Officer of the Company in consideration for her efforts in connection with advancing the business of the Company and its financial position during the 2025 fiscal year.

~~Our~~No ~~business plan~~Pension contemplates potential mergers and acquisitions that could provide additional products, personnel and technologies, and a substantial portion of the net proceeds from this offering may be used for those mergers and acquisitions. While we discuss potential mergers and acquisitions from time to time, we currently have no commitments or agreements for any mergers or acquisitions. Further, we cannot guarantee that we will complete any future mergers or acquisitions.Benefits

OnWe ~~April 19,~~do ~~2017,~~not wemaintain ~~entered~~any ~~into~~plan athat ~~loan~~provides ~~agreement with Lotus Capital Overseas Limited providing~~ for ~~the issuance of a loan in the principal~~ ~~amount~~payments ofor ~~$2,100,000.~~other ~~Proceeds~~benefits ~~from the loan were used~~ to ~~purchase~~its ~~our~~executive ~~commercial~~officers ~~property~~at, ~~including~~following ~~our~~or ~~corporate headquarters, located~~ in ~~Freehold,~~connection ~~New~~with ~~Jersey.~~retirement ~~The~~and ~~maturity date is April 18~~including, ~~2018.~~without ~~We are currently negotiating an extension of the loan maturity~~limitation, ~~date~~any totax-qualified ~~December~~defined ~~31,~~benefit ~~2018.~~plans ~~The~~or ~~annual~~supplemental ~~interest~~executive ~~rate~~retirement ~~for the loan is 10%~~plans. ~~As of March 31, 2018, the remaining principal balance of the loan was $1,500,000.~~

~~The~~No ~~amounts and~~Nonqualified ~~timing~~Deferred of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors.” We therefore cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.Compensation

We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

2025 Non-Employee Director Compensation

The following table sets forth information concerning the compensation earned or paid to certain of our non-employee directors during the fiscal year ended December 31, 2025:

Name	Fees Earned or Paid in Cash $		Stock Awards $		Option Awards $		Non-equity Incentive Plan Compensation $		Change in Pension Value and Non- Qualified Deferred Compensation Earnings $		All Other Compensation $		Total $
Wenzhao Lu		100,000		-		-		-		-		-		100,000
Lourdes Felix (1)		70,000		-		1,223		-		-		-		71,223
Steven A. Sanders (2)		70,000		-		1,223		-		-		-		71,223
William B. Stilley, III (3)		70,000		-		1,223		-		-		-		71,223
Wilbert J. Tauzin II (4)		60,000		-		1,859		-		-		-		61,859
Tevi Troy (5)		60,000		-		1,223		-		-		-		61,223
Michael Mathews (6)		2,500		-		-		-		-		-		2,500

(1)	Ms. Felix’s 2025 compensation consisted of cash of $70,000 and 533 stock options vested and valued at $1,223.

(2)	Mr. Sanders’s 2025 compensation consisted of cash of $70,000 and 533 options vested and valued at $1,223.

(3)	Mr. Stilley’s 2025 compensation consisted of cash of $70,000 and 533 options vested and valued at $1,223. Mr. Stilley resigned as a director on February 24, 2026.

(4)	Mr. Tauzin’s 2025 compensation consisted of cash of $60,000 and 888 options vested and valued at $1,859. Mr. Tauzin resigned as a director on February 24, 2026.

(5)	Mr. Troy’s 2025 compensation consisted of cash of $60,000 and 533 options vested and valued at $1,223. Mr. Troy resigned as a director on February 24, 2026.

(6)	Mr. Mathews was appointed as a director on December 12, 2025.

~~DIVIDEND~~Equity ~~POLICY~~Compensation Plan Information

WeAmended ~~have never declared or paid any cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, to finance the growth~~ and ~~development~~Restated of2020 ~~our~~Stock ~~business. We do not intend to pay cash dividends to holders of our common stock in~~Incentive ~~the foreseeable future.~~Plan

~~COMMON~~On ~~SHARE~~June 12, ~~PRICE~~2020, ~~RANGE~~the Board adopted the Avalon GloboCare Corp. 2020 Stock Incentive Plan (the “2020 Plan”), subject to stockholder approval, which was received on August 4, 2020. On August 29, 2023, the Board amended and restated the 2020 Plan (the “Amended and Restated 2020 Plan”) to, among other things, increase the number of shares of our common stock for issuance under the 2020 Plan to 133,333 shares (subject to customary adjustments for stock splits, stock dividends or similar transactions). Our stockholders approved the Amended and Restated 2020 Plan on October 12, 2023.

~~Our~~The ~~common~~general purpose of the Amended and Restated ~~stock~~2020 Plan is ~~quoted~~to onprovide a means whereby eligible directors, officers, employees or consultants to the ~~OTCQB~~Company ~~Marketplace~~develop ~~under~~a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the ~~symbol~~interests ~~“AVCO~~of our stockholders.” ~~Prior~~We believe that the Amended and Restated 2020 Plan advances the Company’s interests by enhancing our ability to ~~October~~(i) attract, 18retain and reward employees, ~~2016~~officers, directors and consultants who are in a position to make significant contributions to our success; (ii) encourage our employees, officers, directors and consultants to take into account our long-term interests through ownership of our shares of our common stock; ~~was~~and ~~quoted~~(iii) to provide incentives onfor ~~the~~such ~~OTCQB~~persons ~~Marketplace~~to ~~under~~exert ~~the~~maximum ~~symbol~~efforts ~~“GTHC~~for our success.”

~~The~~Under ~~following table~~the ~~sets~~Amended ~~forth~~and Restated 2020 Plan, ~~for~~awards may ~~each~~be ofmade in the ~~calendar~~form ~~periods~~of ~~indicated~~options to purchase shares of our common stock, ~~the~~as ~~quarterly~~well ~~high~~as restricted shares of our common stock and ~~low~~restricted stock ~~closing~~units ~~bid~~payable ~~prices~~in ~~for~~shares of our common stock ~~quoted~~. onOptions ~~the~~may ~~OTCQB~~be ~~Marketplace~~granted ~~since~~which ~~February~~are ~~22,~~intended ~~2016~~to ~~(there~~qualify ~~were~~as noISOs ~~bid~~under ~~prices~~Section 422 of ~~prior~~the Code or which are not intended to ~~February~~qualify 22as ISOs thereunder. However, ~~2016)~~ISOs may only be granted to employees. ~~The~~If ~~prices~~any option granted under the Amended and Restated 2020 Plan terminates without having been exercised in full or if any award is forfeited, or if shares otherwise issuable are withheld to satisfy tax withholding obligations, the number of shares of our common stock as to which such option or award ~~table~~was ~~represent~~forfeited ~~prices~~or ~~between~~withheld ~~dealers~~will be available for future grants under the Amended and doRestated ~~not~~2020 ~~include~~Plan. ~~adjustments~~The ~~for~~Amended ~~retail~~and ~~mark-up~~Restated 2020 Plan shall terminate ten years after the date it was approved by stockholders, ~~markdown~~subject to earlier termination by the Board. In the event of a proposed dissolution, liquidation, merger, consolidation or ~~commission~~sale ~~and~~of all or substantially all of the assets or capital stock of the Company, the Board may, ~~not~~in ~~represent~~its sole and absolute discretion, terminate outstanding options immediately prior to the consummation of such ~~actual~~transaction ~~transactions~~and, where no substitute award is offered, grant optionees the right to exercise any unexpired options without regard to installment provisions during the period commencing thirty days prior to such termination.

2016	High	Low
First Quarter (from February 22, 2016)	$0.16	$0.16
Second Quarter	$0.16	$0.04
Third Quarter	$0.04	$0.04
Fourth Quarter	$3.00	$0.04
2017
First Quarter	$5.00	$1.00
Second Quarter	$1.49	$0.51
Third Quarter	$3.50	$0.51
Fourth Quarter	$4.60	$1.35
2018
First Quarter	$3.97	$0.98
Second Quarter (through April 18, 2018)	$3.04	$1.50

As the date of the prospectus, a total of 175,537 shares of our common stock were available for issuance under the Amended and Restated 2020 Plan, including shares that are the subject of outstanding awards as of such date.

The ~~last reported~~Amended ~~sale~~and ~~price~~Restated ~~for~~2020 ~~our~~Plan ~~common~~is ~~stock~~not ona ~~April~~qualified deferred ~~18,~~compensation ~~2018~~plan ~~was~~under ~~$1.50 per share. As~~ Section 401(a) of ~~March~~the ~~31,~~Code ~~2018,~~and ~~there~~is ~~were~~not ~~approximately 52~~subject ~~registered~~to ~~holders~~the ofprovisions ~~record~~ of ~~our~~the ~~shares~~Employee ~~of common stock, based upon information received from our stock transfer agent. However,~~Retirement ~~this~~Income ~~number~~Security ~~does not include beneficial owners whose shares were held~~ Act of 1974, ~~record~~as ~~by nominees or broker dealers~~amended.

In2019 ~~connection with~~Incentive ~~this~~Stock ~~offering, we intend to list our common stock on the Nasdaq Capital Market under the symbol “AVCO.”~~Plan

On June 7, 2019, the Board adopted the Avalon GloboCare Corp. 2019 Incentive Stock Plan (the “2019 Plan”), subject to stockholder approval, which was received on August 6, 2019. There are 33,333 shares of our common stock reserved for issuance under the 2019 Plan, subject to customary adjustments for stock splits, stock dividends or similar transactions. As of the date of this prospectus, 6,213 shares remained available for issuance under the 2019 Plan.

~~CAPITALIZATION~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

~~The~~Except as set forth below, since January 1, 2022, ~~following~~there ~~table~~were ~~describes~~no transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total ~~cash~~assets at year-end for the last two completed fiscal years, and in which any of our ~~capitalization~~directors, asexecutive officers or, to our knowledge, beneficial owners of ~~December~~more 31than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, ~~2017:~~other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this prospectus. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.

●The onfollowing anincludes ~~actual~~a ~~basis;~~summary of transactions since January 1, 2022, to which we have been a party and in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers, or, to our knowledge, beneficial owners of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements, which are described in this prospectus. Except as described below, we are not aware of any related person transaction that meets the foregoing threshold that has not been disclosed.

●Consulting onServices an— asWilbert adjusted basis to reflect the sale of the minimum and maximum offering amounts at an assumed public offering price of $ per share and our receipt of the net proceeds therefrom after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.Tauzin

~~The as~~From ~~adjusted~~time ~~information~~to ~~below~~time, isWilbert ~~illustrative~~Tauzin, ~~only~~a ~~and~~former ~~our~~director ~~capitalization~~of ~~following~~ the ~~completion of this offering is subject~~Company, toand ~~adjustment~~members ~~based on the public offering price~~ of ~~our~~his ~~common~~family ~~stock~~provide ~~and~~consulting ~~other~~services ~~terms~~to ofthe ~~this offering determined at pricing~~Company. ~~You should~~As ~~read~~compensation ~~this~~for ~~capitalization~~such ~~table~~services, ~~together with our consolidated financial statements and~~ the ~~related~~Company ~~notes~~recognized ~~appearing elsewhere~~consulting inexpenses ~~this~~of ~~prospectus~~approximately ~~and~~$60,794, ~~the~~$63,644, ~~“Management’s~~$86,528 ~~Discussion~~ and ~~Analysis~~$144,064 offor ~~Financial~~the ~~Condition~~fiscal ~~and~~years ~~Results~~ended ofDecember ~~Operations” section~~31, ~~and~~2025, ~~other~~2024, ~~financial~~2023 ~~information~~and ~~included~~2022, ~~elsewhere in this prospectus~~respectively.

~~Minimum~~Line ~~Offering~~of Credit — Wenzhao Lu

~~( Shares~~On August 29, 2019, we entered into a Line of Credit ~~Common~~Agreement ~~Stock~~with Wenzhao Lu, the Chairman of our Board of Directors, pursuant to which Mr. Wenzhao Lu made available to us a $20 million unsecured line of credit (the "Line of Credit") for working capital and operating expense purposes. Loans drawn under the Line of Credit bear interest at an annual rate of 5%, and each individual loan was payable three years from the date of issuance. The Line of Credit matured on December 31, 2024.

	As of December 31, 2017
	Actual			As Adjusted (1)
Cash	$	3,027,033		$	11,527,033
Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding, actual and as adjusted		—			—
Common stock, $0.0001 par value; 490,000,000 shares authorized; 70,278,622 shares issued and outstanding, actual; shares issued and outstanding, as adjusted		7,028			7,228
Additional paid-in capital		11,490,285			19,990,085
Accumulated deficit		(3,517,654	)		(3,517,654	)
Statutory reserve		6,578			6,578
Accumulated other comprehensive loss - foreign currency translation adjustment		(91,994	)		(91,994	)
Total Avalon GloboCare Corp. stockholders’ equity		7,894,243			16,394,243
Non-controlling interest		(585,394	)		(585,394	)
Total equity		7,308,849			15,808,849
Total capitalization	$	7,308,849		$	15,808,849

During the fiscal year ended December 31, 2024, activity under the Line of Credit was as follows:

(1) As adjusted to reflect the net proceeds we expect to receive from the minimum offering at an assumed public offering price of $ per share and reflects the application of the proceeds after deducting the estimated underwriting commission (7.0%) and our estimated offering expenses. After deducting the underwriting discount and our estimated offering expenses, in a minimum offering we expect to receive net proceeds of approximately $8,500,000.

Outstanding principal under the Line of Credit at January 1, 2022	$	2,750,262
Draw Down from Line of Credit		100,000
Repayment of Line of Credit		(410,000	)
Settlement of Line of Credit to Shares		(2,440,262	)
Outstanding principal under the Line of Credit at December 31, 2022		-
Draw down from the Line of Credit		850,000
Outstanding principal under the Line of Credit at December 31, 2023		850,000
Repayment of Line of Credit		(400,000	)
Reclassification to advance from related party		(450,000	)
Outstanding principal under the Line of Credit at December 31, 2024	$	—

For the years ended December 31, 2023 and 2022, the interest expense related to related party borrowings amounted to $33,712 and $79,898, respectively.

As of December 31, 2023 and 2022, the related accrued and unpaid interest for the Line of Credit was $33,712 and $0, respectively.

As of December 31, 2023, the Company used approximately $6.8 million of the credit facility and has approximately $13.2 million remaining available under the Line of Credit.

The Line of Credit was fully repaid and reclassified during fiscal year 2024, and no amounts remained outstanding under the Line of Credit as of December 31, 2024. Interest expense related to the Line of Credit was $42,445 for the fiscal year ended December 31, 2024, reflected as interest expense — related party on the accompanying consolidated statements of operations and comprehensive loss.

~~Maximum~~Services Provided ~~Offering~~by Related Party

~~( Shares~~From time to time, Wilbert Tauzin, a director of ~~Common~~the ~~Stock)~~ Company, and his son provide consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $63,644 and $86,528 for the years ended December 31, 2024 and 2023, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. As of both December 31, 2024 and 2023, the accrued and unpaid services charge related to this director’s son amounted to $15,000, which have been included in accrued professional fees on the accompanying consolidated balance sheets.

	As of December 31, 2017
	Actual			As Adjusted (1)
Cash	$	3,027,033		$	30,127,033
Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding, actual and as adjusted		—			—
Common stock, $0.0001 par value; 490,000,000 shares authorized; 70,278,622 shares issued and outstanding, actual; shares issued and outstanding, as adjusted		7,028			7,628
Additional paid-in capital		11,490,285			38,589,685
Accumulated deficit		(3,517,654	)		(3,517,654	)
Statutory reserve		6,578			6,578
Accumulated other comprehensive loss - foreign currency translation adjustment		(91,994	)		(91,994	)
Total Avalon GloboCare Corp. stockholders’ equity		7,894,243			34,994,243
Non-controlling interest		(585,394	)		(585,394	)
Total equity		7,308,849			34,408,849
Total capitalization	$	7,308,849		$	34,408,849

Accrued Liabilities and Other Payables – Related Parties

~~(1)~~In As2017, ~~adjusted to reflect~~ the ~~net~~Company ~~proceeds~~acquired weBeijing ~~expect~~Genexosome tofor ~~receive~~a ~~from~~cash ~~the maximum~~payment ~~offering~~of at$450,000. anAs ~~assumed~~of ~~public~~December ~~offering~~31, ~~price~~2025, of2024 ~~$ per share~~ and ~~reflects~~2023, the ~~application of~~unpaid ~~the~~acquisition ~~proceeds~~consideration ~~after~~of ~~deducting~~$100,000, ~~the~~was ~~estimated~~payable ~~underwriting~~to ~~commission (7~~Dr.~~0%)~~ ~~and~~Yu ~~our~~Zhou, ~~estimated~~former director ~~offering~~and ~~expenses.~~former ~~After~~co-chief ~~deducting the~~executive ~~underwriting~~officer ~~discount~~ and ~~our~~40% ~~estimated~~owner ~~offering~~of ~~expenses~~Genexosome, and has been included in aaccrued ~~maximum~~liabilities ~~offering~~and weother ~~expect~~payables — torelated ~~receive~~parties ~~net~~on ~~proceeds~~the ofconsolidated ~~approximately $27,100,000~~balance sheets.

~~The~~From ~~outstanding share~~time ~~information~~to intime, ~~the~~Lab ~~table~~Services ~~above~~MSO ~~excludes~~paid 2shared expense on behalf of the Company. In addition,~~290,000~~ ~~shares~~Lab Services MSO made a payment of ~~our~~$566,667 ~~common~~for ~~stock~~equity ~~issuable~~method ~~upon~~investment ~~the~~payable ~~exercise~~on behalf of ~~stock~~the ~~options~~Company in ~~outstanding~~the asyear ended December 31, 2024. As of December 31, ~~2017~~2024 and 2023, ~~with~~the abalance ~~weighted~~due ~~average~~to ~~exercise~~Lab ~~price~~Services ofMSO amounted to $~~0.58~~632,916 ~~per~~and ~~share~~$72,746, respectively, which has been included in accrued liabilities and other payables — related parties on the consolidated balance sheets.

As of December 31, 2024 and 2023, $0 and $33,712 of accrued and unpaid interest related to borrowings from Wenzhao Lu, the Company’s chairman of the Board of Directors, respectively, have been included in accrued liabilities and other payables — related parties on the consolidated balance sheets.

Common Stock Sold to Related Party for Cash

On August 5, 2022, the Company sold 44,872 shares of its common stock at a purchase price of $7.8 per share, the fair market value on the transaction date, to Wenzhao Lu, the Chairman of the Board, pursuant to a subscription agreement. The Company received proceeds of $350,000.

Series A Preferred Stock Sold to Related Party for Cash

On December 14, 2022, the Company entered into a Securities Purchase Agreement with Wenzhao Lu, the Company’s Chairman of the Board, pursuant to which the Company sold to Mr. Lu 4,000 shares of its Series A Preferred Stock, stated value $1,000, for gross proceeds of $4,000,000.

Sale of Avalon RT 9 Properties, LLC — Wenzhao Lu

2023 Membership Interest Purchase Agreement

On November 17, 2023, we entered into a Membership Interest Purchase Agreement (the "Original MIPA") with Wenzhao Lu, pursuant to which: (i) Mr. Wenzhao Lu agreed to acquire from the Company 30% of the total outstanding membership interests of Avalon RT 9 for a cash purchase price of $3,000,000; and (ii) for a period of twelve months following the closing of that initial acquisition, Mr. Wenzhao Lu was granted an option to purchase from the Company up to an additional 70% of the outstanding membership interests of Avalon RT 9 for a purchase price of up to $7,000,000, subject to the negotiation and execution of a definitive agreement at the time of exercise.

The Company received $3,158,078 and $3,108,106 from Mr. Lu as of December 31, 2025 and 2024, respectively, which was recorded as advance from pending sale of noncontrolling interest – related party on the accompanying consolidated balance sheets.

~~DILUTION~~2026 Amended and Restated Membership Interest Purchase Agreement

IfOn ~~you invest~~February in18, ~~our~~2026, ~~common~~we ~~stock~~entered ininto ~~this~~an ~~offering,~~Amended and ~~your~~Restated ~~ownership~~Membership ~~interest~~Interest ~~will~~Purchase beAgreement ~~diluted~~(the ~~immediately~~"Amended MIPA"), pursuant to ~~the~~which ~~extent~~we sold 100% of the ~~difference~~membership interests ~~between~~of ~~the~~Avalon ~~public~~RT ~~offering~~9 ~~price~~to ~~per~~Wenzhao ~~share~~Lu, a director of our ~~common~~company, ~~stock~~for an aggregate purchase price of approximately $9,000,000, comprised of: (i) $3,158,078 in cash previously advanced by Wenzhao Lu and applied toward the aspurchase ~~adjusted~~price; ~~net~~and ~~tangible~~(ii) ~~book~~the ~~value~~assumption ~~per~~and ~~share~~satisfaction in full of ~~our~~the ~~common stock~~approximately ~~immediately~~$5,900,000 ~~after~~outstanding ~~this~~mortgage ~~offering~~balance. The mortgage refinancing was facilitated as part of the closing of the Amended MIPA.

~~Dilution results~~The ~~from~~aggregate ~~the~~purchase ~~fact~~price ~~that~~of ~~the~~approximately $9,000,000 ~~per~~was ~~share~~determined ~~offering~~based ~~price~~on isan ~~substantially~~independent inappraisal ~~excess~~ of the ~~book~~property ~~value~~conducted ~~per~~by ~~share~~CBRE, ofwhich ~~common~~valued ~~stock attributable to~~ the ~~existing~~property ~~shareholders~~at ~~for~~$8,700,000, and ~~our~~exceeded ~~presently~~the ~~outstanding~~CBRE ~~shares~~appraised ofvalue. ~~common~~The ~~stock.~~transaction ~~Net~~was ~~tangible~~reviewed ~~book~~and ~~value~~approved ~~per~~by ~~share is~~the ~~determined~~disinterested bymembers ~~dividing~~of our ~~total~~Board ~~tangible~~of ~~assets~~Directors in ~~less~~accordance with our ~~total~~related ~~liabilities~~party bytransaction ~~the~~policy. ~~number~~Following ofthe ~~shares~~closing, ofwe ~~our~~continue ~~common~~to ~~stock~~lease ~~outstanding. Our~~our ~~historical~~principal ~~net~~executive ~~tangible~~offices ~~book~~at 4400 ~~value~~Route as9 ofSouth ~~December~~from ~~31,~~Wenzhao ~~2017,~~Lu ~~was~~pursuant ~~$6,310,983,~~to ora ~~$0.09~~lease ~~per share~~agreement.

IfSeries ~~the minimum~~D ~~offering~~Convertible isPreferred ~~sold,~~Stock ~~we will have shares of common stock outstanding upon completion of the offering. Our post offering as~~Issued ~~adjusted net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares~~ in ~~the~~Exchange ~~offering,~~for ~~but~~Series ~~does~~A ~~not~~Convertible ~~take~~Preferred ~~into~~Stock ~~consideration~~— ~~any~~Wenzhao other changes in our net tangible book value after December 31, 2017, will be approximately $ or approximately $ per share. This would result in dilution to investors in this offering of approximately $ per share or approximately % from the assumed offering price of $ per share. Net tangible book value per share would increase to the benefit of present shareholders by $ per share attributable to the purchase of the shares by investors in this offering.Lu

~~If the~~On ~~maximum~~January ~~offering~~9, ~~is sold~~2025, we ~~will~~entered ~~have shares~~into ofan ~~common~~exchange agreement ~~stock~~with ~~outstanding~~Wenzhao ~~upon~~Lu, ~~completion~~the Chairman of ~~the~~our ~~offering.~~Board ~~Our~~of ~~post~~Directors, ~~offering as~~pursuant ~~adjusted~~to ~~net~~which ~~tangible~~Mr. ~~book~~Wenzhao ~~value~~Lu exchanged 9,000 ~~which~~shares ~~gives~~of ~~effect~~our toSeries A ~~receipt~~Convertible ofPreferred ~~the~~Stock, ~~net~~having ~~proceeds~~a ~~from~~carrying ~~the~~value ~~offering~~of ~~and~~$9,000,000, ~~issuance~~for of5,000 ~~additional~~ shares inof ~~the~~our ~~offering,~~newly ~~but~~designated ~~does~~Series ~~not~~D ~~take~~Convertible ~~into~~Preferred Stock. ~~consideration~~We ~~any~~determined ~~other~~that ~~changes~~the inexchange ~~our~~resulted ~~net~~in ~~tangible~~the ~~book~~extinguishment ~~value~~of ~~after~~the ~~December~~Series ~~31, 2017,~~A ~~will~~Convertible bePreferred ~~approximately~~Stock ~~$ or~~for ~~$ per~~accounting ~~share~~purposes. The ~~This~~difference ~~would~~between ~~result~~the incarrying ~~dilution~~amount toof ~~investors~~the inSeries ~~this~~A ~~offering~~Convertible ofPreferred ~~approximately~~Stock ~~$ per share~~and orthe ~~approximately %~~fair ~~from~~value of the ~~assumed~~Series ~~offering~~D ~~price~~Convertible Preferred Stock of $ ~~per~~162,473 ~~share.~~was ~~Net~~recognized ~~tangible~~as ~~book~~a ~~value~~deemed ~~per~~contribution ~~share~~in ~~would~~the ~~increase~~fiscal toyear ~~the benefit~~ended ofDecember ~~present~~31, ~~shareholders~~2025, byincreasing ~~$ per~~additional paid-in ~~share~~capital ~~attributable~~and toincome ~~the~~available ~~purchase~~to ofcommon ~~the~~stockholders ~~shares~~for bypurposes ~~investors~~of incalculating ~~this~~earnings ~~offering~~per share.

~~The following~~Subsequently, ~~table~~February ~~sets~~18, ~~forth~~2026, the ~~estimated~~Company ~~net~~entered into ~~tangible~~an ~~book~~exchange ~~value~~agreement ~~per~~with ~~share~~Mr. Lu ~~after~~pursuant to which the ~~offering~~Company ~~and~~has ~~the~~agreed, ~~dilution~~subject to stockholder ~~persons~~approval, ~~purchasing~~ to exchange 5,000 shares ~~based~~of Series onD ~~the~~Preferred ~~foregoing~~Stock ~~minimum~~held ~~and~~by ~~maximum~~Mr. ~~offering~~Lu ~~assumptions~~for 2,074,689 shares of the Company’s common stock.

	Minimum Offering (1)		Maximum Offering (2)
Assumed offering price per share	$		$
Net tangible book value per share as of December 31, 2017	$	0.09	$	0.09
Increase in net tangible book value per share after this offering	$		$
Net tangible book value per share after the offering	$		$
Dilution per share to new investors	$		$

Acquisition of RPM Interactive, Inc. — Michael Mathews

On December 15, 2025, we completed the acquisition of RPM Interactive, Inc. (1"RPM") ~~Assumes~~pursuant ~~gross~~to ~~proceeds~~a ~~from~~merger anwhereby ~~offering~~RPM ofmerged with and into Avalon Quantum AI, LLC, our newly formed, wholly owned subsidiary. In connection with the merger, we issued 19,500 shares of ~~common~~our ~~stock~~Series E Non-Voting Convertible Preferred Stock to RPM's former stockholders, representing a total stated purchase price of $19,500,000 based on a stated value of $1,000 per share.

~~(2)~~In ~~Assumes~~connection ~~gross~~with ~~proceeds~~the ~~from~~RPM anmerger, ~~offering~~we appointed Michael Mathews, the former Chief Executive Officer and a principal stockholder of RPM, to our Board of Directors. As a former stockholder of RPM, Mr. Mathews received shares of ~~common~~our ~~stock~~Series E Preferred Stock in connection with the merger as part of the overall merger consideration paid to all RPM stockholders. The specific number of shares of Series E Preferred Stock received by Mr. Mathews in his capacity as a former RPM stockholder is set forth in the beneficial ownership table in this prospectus. Mr. Mathews continues to serve as the Chief Executive Officer of Avalon Quantum AI, LLC, our operating subsidiary for the Catch-Up platform.

~~The~~Each ~~following~~share ~~chart~~of ~~illustrates~~Series ~~our pro~~E ~~forma~~Preferred ~~proportionate~~Stock ~~ownership,~~is ~~upon~~convertible into ~~completion~~shares of ~~the~~our ~~offering~~common ~~under~~stock ~~alternative~~at ~~minimum~~a ~~and~~conversion ~~maximum~~price ~~offering~~of ~~assumptions~~$1.50 per share, by ~~present~~subject ~~shareholders~~to: ~~and~~(i) ~~investors~~a inbeneficial ~~this~~ownership ~~offering,~~cap ~~compared~~of 4.99% applicable to ~~the~~each ~~relative~~holder; ~~amounts~~(ii) ~~paid~~an byExchange ~~each.~~Cap ~~The~~that ~~charts~~prevents ~~reflect~~the ~~payment by~~issuance ~~present~~of ~~shareholders~~shares asof common stock upon conversion in excess of the ~~date~~number ~~the~~of ~~consideration~~shares we ~~was~~may ~~received~~issue ~~and~~without bybreaching ~~investors~~our inobligations ~~this~~under ~~offering~~applicable atNasdaq listing rules and regulations; and (iii) the ~~offering~~receipt ~~price~~of ~~without~~stockholder ~~deduction~~approval ofin ~~the~~accordance ~~estimated~~with ~~underwriting~~Nasdaq ~~commission~~Listing ~~and~~Rule 5635, which we intend to seek at our ~~estimated~~annual ~~offering~~meeting ~~expenses~~of stockholders currently scheduled to be held on or before May 12, 2026. The ~~charts~~Series ~~further~~E ~~assume~~Preferred noStock ~~changes~~is ~~in net~~non-voting ~~tangible~~and ~~book~~does ~~value~~not ~~other~~confer ~~than~~any ~~those~~voting ~~resulting~~rights ~~from~~upon ~~the~~its ~~offering~~holders prior to conversion.

Shares Purchased Total Consideration Average Price Amount Percent Amount Percent Per Share MINIMUM OFFERING Existing shareholders % $ % $ New investors % $ % $ Total % $ % $

~~Shares~~Related ~~Purchased~~Party ~~Total~~Transaction ~~Consideration Average Price Amount Percent Amount Percent Per Share MAXIMUM OFFERING Existing shareholders % $ % $ New investors % $ % $ Total % $ % $~~Policy

~~The~~We have adopted a written related person transaction ~~outstanding~~policy ~~share~~that ~~information~~sets inforth our procedures for the ~~table~~identification, ~~above~~review, ~~excludes~~consideration, 2and approval or ratification of related person transactions. For purposes of this policy,~~290~~ a related person transaction is any transaction,~~000~~ ~~shares~~arrangement, or relationship, or series of ~~our~~similar ~~common~~transactions, arrangements, ~~stock~~or ~~issuable~~relationships, ~~upon~~in which: (i) we are, were, or will be a participant; (ii) the ~~exercise~~amount involved exceeds the lesser of ~~stock~~$120,000 ~~options~~or ~~outstanding~~1% asof the average of ~~December~~our 31total assets at year-end for the last two completed fiscal years; and (iii) a related person — meaning any executive officer, ~~2017~~director, ~~with~~director anominee, ~~weighted~~or ~~average~~beneficial ~~exercise~~owner ~~price~~of more than 5% of $0any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons — had, has, or will have a direct or indirect material interest.58 ~~per~~Compensation ~~share~~arrangements for services as an employee or director are not covered by this policy.

Under the policy, management is required to present any identified related person transaction to our Audit Committee — or, if Audit Committee approval would be inappropriate, to another independent body of our Board of Directors — for review, consideration, and approval or ratification. The presentation must describe, among other things, the material facts of the transaction, the interests of the related persons, the benefits to the Company, and whether the transaction is on terms comparable to those available from unrelated third parties or to employees generally. In determining whether to approve, ratify, or reject a related person transaction, our Audit Committee, or such other independent body, is required to consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders. Relevant factors include:

●

the risks, costs, and benefits to the Company;

●

the impact on director independence in the event the related person is a director, an immediate family member of a director, or an entity with which a director is affiliated;

●

the availability of other sources for comparable services or products; and

●

the terms available to or from unrelated third parties or to or from employees generally.

Our code of business conduct and ethics also requires all employees and directors to affirmatively disclose any transaction or relationship that could reasonably be expected to give rise to a conflict of interest.

Director Independence

Our Board of Directors has reviewed the independence of each of our current directors and considered whether any director has a relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities. Based on this review, our Board of Directors has affirmatively determined that Lourdes Felix, Steven Sanders, and Michael Mathews are each an "independent director" as defined under the Nasdaq Listing Rules.

~~SELECTED~~SECURITY ~~CONSOLIDATED~~OWNERSHIP ~~FINANCIAL~~OF ~~DATA~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table ~~presents~~sets ~~selected~~forth ~~consolidated~~information ~~financial data for the periods and at the dates indicated. The selected consolidated~~relating ~~statements~~to ~~of operations data for~~ the ~~years~~beneficial ~~ended~~ownership ~~December 31, 2017 and 2016 and the selected consolidated balance sheet data as~~ of ~~December~~common 31stock, ~~2017~~Series ~~and~~C ~~2016~~Preferred ~~have been derived from our audited consolidated financial statements~~Stock, ~~included~~Series ~~elsewhere~~D inPreferred ~~this prospectus.~~Stock ~~Our~~and ~~historical~~Series ~~results~~E ~~for~~Preferred ~~any~~Stock ~~prior~~as ~~period are not necessarily indicative~~ of ~~results~~April 8, to2026 ~~be expected in any future period.~~by:

~~You should~~● ~~read~~each ~~the~~person, ~~following~~or ~~financial~~group ~~information~~of ~~together~~affiliated ~~with~~persons, ~~the~~known ~~information~~by ~~under~~us ~~“Management’s~~to ~~Discussion~~beneficially ~~and~~own ~~Analysis of~~more ~~Financial~~than ~~Condition~~5% ~~and Results~~ of ~~Operations”~~the ~~and~~outstanding ~~our~~shares ~~consolidated~~of ~~financial~~any ~~statements~~class ~~and~~of ~~the~~our ~~related~~outstanding ~~notes~~voting ~~included elsewhere in this prospectus.~~securities;

~~Consolidated~~● ~~Statements~~ each of ~~Operations~~the ~~Data:~~Company’s directors and director nominees;

	For the Year Ended			For the Year Ended
	December 31, 2017			December 31, 2016
Revenues
Real property rental	$	828,663		$	—
Medical related consulting services - related parties		222,611			616,446
Development services and sales of developed products		26,276			—
Total revenues		1,077,550			616,446
Costs and expenses
Real property operating expenses		542,371			—
Medical related consulting services - related parties		272,400			73,066
Development services and sales of developed products		15,016			—
Total costs and expenses		829,787			73,066
Real property operating income		286,292			—
Gross (loss) profit from medical related consulting services		(49,789	)		543,380
Gross profit from development services and sales of developed products		11,260			—
Compensation and related benefits		1,291,183			10,088
Professional fees		1,033,308			395,780
Impairment loss		1,321,338			—
Total other operating expenses		4,125,626			466,447
Total other (expense) income, net		(171,782	)		575
Income taxes		—			21,927
Net (loss) income	$	(4,049,645	)	$	55,581
Net (loss) income attributable to Avalon GloboCare Corp. common shareholders		(3,464,285	)		55,581
Net (loss) income per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted	$	(0.05	)	$	0.00
Weighted average common shares outstanding - basic and diluted		65,033,472			51,139,475

●

each of the Company’s named executive officers; and

●

all of the Company’s directors and executive officers as a group.

Beneficial ownership is determined according to SEC rules, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options that are currently exercisable or become exercisable and preferred stock that are currently convertible or become convertible within 60 days of April 8, 2026. Except as described in the footnotes below, we believe that based on the information furnished to us, each person and entity named in the table below has sole voting and dispositive power with respect to all shares of common stock beneficially owned by them, subject to any applicable community property laws.

The number of shares of common stock beneficially owned by our directors and executive officers includes shares that such persons have the right to acquire within 60 days of April 8, 2026, including through the exercise of stock options and conversion of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock as noted in the table footnotes.

Unless otherwise indicated, the business address for each beneficial owner listed is c/o Avalon GloboCare Corp. 4400 Route 9 South, Suite 3100, Freehold, NJ 07728

	Common Stock⁽¹⁾						Series C Preferred Stock⁽²⁾					Series D Preferred Stock⁽³⁾					Series E Preferred Stock⁽⁴⁾
Name and address of Beneficial Owner	Number of Shares Beneficially Owned			Percentage Beneficially Owned⁽⁵⁾			Number of Shares Beneficially Owned		Percentage Beneficially Owned⁽⁶⁾			Number of Shares Beneficially Owned		Percentage Beneficially Owned⁽⁷⁾			Number of Shares Beneficially Owned			Percentage Beneficially Owned⁽⁸⁾			Combined Voting Power⁽¹⁾
Directors and Named Executive Officers
Meng Li		36,334	(9)		*			-		-			-		-									*
Luisa Ingargiola		16,000	(10)		*			-		-			-		-									*
Wenzhao Lu		2,313,617	(11)		22.26	%		-		-			5,000		100	%						%		22.26	%
Lourdes Felix		1,586	(12)		*			-		-			-		-									*
Steven A. Sanders		2,132	(13)		*			-		-			-		-									*
Michael Mathews		62,291	(14)		*	%		-		-			-		-			1,364.84			7.0	%		*	%
David Jin, MD, PhD		103,000
All Executive Officers and Directors as a Group (7 persons)		2,535,014			24.19	%		-		-			5,000		100	%								24.19	%
5% or Greater Stockholders:
Armistice Capital, Mater Fund Ltd (15)		923,817	(16)		9.99	%																		9.99	%
Intracoastal Capital LLC (17)		490,197	(18)		5.89	%																		5.89	%
Platinum Edge Limited (19)		437,162	(20)		4.99	%		2,550		82.87	%		-		-									4.99	%
Mast Hill (21)		218,672	(22)		2.63	%		527		17.13	%		-		-									2.63	%
Darin Myman		347,319	(23)		4.01	%												7,611.58	(26)		39.03	%		4.01	%
Myseum, Inc.(24)		299,444	(25)		3.47	%												6,561.71			33.65	%		3.47	%
Judaopta LLC (26)		59,945	(27)		*													1,532.82			7.86	%		*
TimB94 LLC (28)		57,486	(29)		*													1,259.85			6.46	%		*

*	Less than one percent.

(1)	Each share of common stock is entitled to one vote.

~~Consolidated~~(2) ~~Balance Sheet~~Unless ~~Data:~~required by the DGCL or as otherwise set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock (“Series C COD”), the Series C Preferred Stock has no voting power. Each share of Series C Preferred Stock is convertible into shares of common stock by dividing the Series C Stated Value ($1,000) by the Series C Conversion Price then in effect ($2.41 as of April 8, 2026), or approximately 415 shares. The Series C COD has a 4.99% beneficial ownership blocker.

		December 31, 2017			December 31, 2016
(3)	Unless required by the DGCL or as otherwise set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock (the “Series D COD”), the Series D Preferred Stock has no voting power. Each share of Series D Preferred Stock is convertible into shares of common stock by dividing the Series D Preferred Stock Stated Value ($1,000) by the Series D Conversion Price then in effect ($2.41 as of April 8, 2026), or approximately 415 shares. The certificate of designation for the Series D COD has a 4.99% beneficial ownership blocker.
Cash		$	3,027,033		$	2,886,189
(4)	Unless required by the DGCL or as otherwise set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series E Preferred Stock (the “Series E COD”), the Series E Preferred Stock has no voting power. Each share of Series E Preferred Stock is convertible into shares of common stock by dividing the Series E Preferred Stock Stated Value ($1,000) by the Series E Conversion Price then in effect ($1.50 as of April 2, 2026), or approximately 667 shares. The Series E Preferred Stock is convertible starting May 12, 2026. The Series E COD has a 4.99% beneficial ownership blocker. Until shareholder approval, the Company may not issue more than 19.99% of the shares of common stock outstanding as of the original December 15, 2025 issuance date, or 889,876 shares and the allocated for each Series E Preferred Holders is equal to their percentage ownership of the Series E Preferred multiplied by the Exchange Cap (the “Exchange Cap Allocation”)
Total current assets			3,234,977			3,706,213
Total assets			12,669,033			3,706,508
Total current liabilities			5,360,184			160,317
Total liabilities			5,360,184			160,317
Total Avalon GloboCare Corp. stockholders’ equity			7,894,243			3,546,191
Non-controlling interest			(585,394	)		—
Total equity			7,308,849			3,546,191
Total liabilities and equity		$	12,669,033		$	3,706,508

(5)

Percentages are based upon 8,323,609 shares of common stock outstanding as of April 8, 2026.

(6)

Percentages are based upon 3,077 shares of Series C Preferred Stock outstanding as of April 8, 2026.

(7)	Percentages are based upon 5,000 shares of Series D Preferred Stock outstanding as of April 8, 2026.

(8)	Percentages are based upon 19,500 shares of Series E Preferred Stock outstanding as of April 8, 2026.

(9)	Represents (i) 34,334 shares of common stock and (ii) options to purchase up to 2,000 shares of common stock.

(10)	Represents options to purchase up to 16,000 shares of common stock.

(11)	Represents (i) 221,286 shares of common stock held by Wenzhao Lu and (ii) 17,642 shares of common stock held by WLM Limited, a company controlled and wholly-owned by Wenzhao Lu. Also includes 2,074,689 shares of common stock issuable to Wenzhao Lu pursuant to an exchange agreement pursuant to which Wenzhao Lu will receive 2,074,689 shares of common stock in exchange for 5,000 shares of Series C Preferred Stock. As of the date hereof, the exchange has not yet occurred.

(12)	Represents options to purchase up to 1,586 shares of common stock.

(13)	Represents options to purchase up to 2,132 shares of common stock.

(14)	Represents 62,291 shares of common stock representing the Exchange Cap Allocation with respect to shares of Series E Preferred Stock.

(15)	The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

(16)	Includes 923,817 shares of common stock underlying presently exercisable pre-funded warrants. Excludes 16,723,243 shares of common stock underlying presently exercisable pre-funded warrants and common stock purchase warrants as the exercise of these warrants are subject to a beneficial ownership limitation of 4.99% and/or 9.99% of the Company’s outstanding shares of common stock

(17)	Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal.The address of Intracoastal Capital LLC’s address is 245 Palm Trail, Delray Beach, FL 33483.

(18)	Includes 490,197 shares of common stock. Excludes 980,394 shares of common stock underlying presently exercisable common stock purchase warrants as the exercise of these warrants are subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding shares of common stock

(19)	Tiong Hua Ting is the Director of Platinum Edge Limited and in such capacity has the right to vote and dispose of the securities held by Platinum Edge Limited. The address of Platinum Edge Limited is Block 16 Kallang Place #01-16/18, Singapore 339156.

(20)	Includes 437,162 shares of common stock underlying 1,053.56 shares of presently convertible Series C Preferred Stock. Excludes 620,923 shares of common stock underlying 1,496.44 shares of Series C Preferred Stock due to a beneficial ownership limitation of 4.99% in the Series C COD.

(21)	Patrick Hassani is the Chief Investment Officer of Mast Hill and in such capacity has the right to vote and dispose of the securities held by Mast Hill. The address of Mast Hill is 150 Grossman Drive, Suite 205, Braintree, MA 02184.

(22)	Includes 218,672 shares of common stock underlying 527 shares of presently convertible shares of Series C Preferred Stock

(23)	Represents 299,444 shares of common stock representing the Exchange Cap Allocation with respect to shares of Series E Preferred Stock held by Myseum, Inc., an entity that Darin Myman is the Chief Executive Officer and President of and in such capacity has the right to vote and dispose of the securities held by such entity, and (ii) 47,485 shares of common stock representing the Exchange Cap Allocation with respect to shares of Series E Preferred Stock held by Mr. Myman directly. The address is c/o Myseum Inc., 65 Church Street, Suite 230, New Brunswick, NJ 08901

(24)	Darin Myman is the Chief Executive Officer and President of Myseum Inc. and in such capacity has the right to vote and dispose of the securities held by such entity. The address is c/o Myseum Inc., 65 Church Street, Suite 230, New Brunswick, NJ 08901

(25)	Represents 299,444 shares of common stock representing the Exchange Cap Allocation with respect to shares of Series E Preferred Stock

(26)	David Tabakhov is the natural person with voting and dispositive power over the shares held by the Judaopta, LLC. The address is for Judaopta LLC is 160 Woodbine Avenue, Merrick NY 11566.

(27)	Represents 59,945 shares of common stock representing the Exchange Cap Allocation with respect to shares of Series E Preferred Stock.

(28)	Eric Weisblum is the natural person with voting and dispositive power over the shares held by the TimB94LLC, LLC. The address is for TimB94 LLC is 320 Central Ave, #348, Sarasota, FL 32436.

(29)	Represents 57,486 shares of common stock representing the Exchange Cap Allocation with respect to shares of Series E Preferred Stock.

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2017 and 2016 should be read in conjunction with our consolidated financial statements and related notes to those consolidated financial statements that are included elsewhere in this prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

The results of operations related to the development services and sales of developed products segment are only included in our results of operations for the period from October 25, 2017 (the effective date of the acquisition of Beijing GenExosome) to December 31, 2017.

Overview

We are dedicated to integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. Operating through two major platforms, namely “Avalon Cell” and “Avalon Rehab”, our “Technology + Service” ecosystem covers the areas of regenerative medicine, cell-based immunotherapy, exosome technology, telemedicine with medical second opinion/referral services, as well as rehabilitation medicine.

In addition, we are engaged in the development of exosome technology to improve the diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles 30-150 nm in diameter that are released by almost all cell types and can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Our isolation system is designed to be used by researchers for biomarker discovery and clinical diagnostic development, and advancement of targeted therapies. Currently, isolation systems and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. We are seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Our mission is focused on diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and the discovery of disease-specific exosomes to provide the disease origin insight necessary to enable personalized clinical management. There is no guarantee that we will be able to successfully achieve our stated mission.

We currently generate revenue by providing medical related consulting services in advanced areas of immunotherapy and second opinion/referral services through Avalon Healthcare System, Inc., or AHS, and Avalon (Shanghai) Healthcare Technology Co., Ltd., or Avalon Shanghai. Our medical related consulting services include research studies, executive education, daily online executive briefings, tailored expert advisory services, and consulting and management services. We typically charge an annual fee. Through our services we attempt to have our clients focus on important problems by providing an analysis of the evolving healthcare industry and the methods prevalent in the industry to solve those problems through counsel, business planning and support.

Further, we generate revenue by performing development services for hospitals and sales of related products developed to hospitals through GenExosome Technologies Inc., or GenExosome, and Beijing Jieteng (GenExosome) Biotech Co., Ltd., or Beijing GenExosome.

We also own and operate rental real property in New Jersey.

The value of the Renminbi, or RMB, the main currency used in China, fluctuates and is affected by, among other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies such as the U.S. dollar have generally been based on rates set by the People’s Bank of China, which are set daily based on the previous day’s interbank foreign exchange market rates and current exchange rates on the world financial markets.

~~Going~~SECURITIES AUTHORIZED FOR ~~Concern~~ISSUANCE UNDER EQUITY COMPENSATION PLANS

~~We have~~The ~~limited~~following ~~operations.~~table ~~These~~provides ~~consolidated~~information ~~financial statements have been prepared~~with ~~assuming~~respect ~~that~~to weour ~~will~~2019 ~~continue as a going concern~~Plan, ~~which~~and ~~contemplates,~~Amended ~~among~~and ~~other~~Restated ~~things,~~2020 ~~the~~Plan ~~realization~~under ofwhich ~~assets~~equity ~~and~~compensation ~~the~~was ~~satisfaction of~~authorized ~~liabilities~~as ~~in the normal course~~ of ~~business.~~December 31, 2025:

As reflected in the accompanying consolidated financial statements, we had working capital deficit (total current liabilities in excess of total current assets) and an accumulated deficit of $2,125,207 and $3,517,654 at December 31, 2017, respectively, and had a net loss and net cash flow used in operating activities of $4,049,645 and $1,339,692 for the year ended December 31, 2017, respectively.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plan approved by security holders:
Amended and Restated 2020 Plan		61,427	(1)	$	47.82	(2)		175,537
2019 Plan		27,120	(3)	$	275.44	(2)		6,213
Total		88,547		$	147.21			181,750
Equity compensation plans not approved by security holders		-		$	-			-
Total		88,547		$	147.21			181,750

~~We have~~(1) aIncludes ~~limited~~34,579 ~~operating~~shares ~~history~~of ~~and~~ our ~~continued~~common ~~growth~~stock isissuable ~~dependent~~ upon ~~the~~exercise ~~continuation~~ of ~~providing~~outstanding ~~medical~~options ~~related consulting services to our only clients who are related parties~~ and ~~through~~26,848 ~~performing~~shares ~~development services for hospitals and sales~~ of ~~related products developed to~~ our ~~several~~common ~~clients,~~stock ~~generating~~issuable ~~rental~~pursuant revenue from our income-producing real estate property in New Jersey and generating revenue from proprietary exosome isolation systems by developing proprietary diagnostic and therapeutic products leveraging exosome technology; and obtaining additional financing to ~~fund~~outstanding ~~future~~restricted ~~obligations~~stock ~~and pay liabilities arising from normal business operations~~units. ~~In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the date of this prospectus.~~

~~Our capital~~(2) ~~requirements~~The ~~for~~weighted ~~the~~average ~~next~~exercise ~~twelve~~price ~~months~~does ~~primarily~~not ~~relate~~take tointo ~~working~~account capital requirements, including marketing expenses, salaries and fees related to third parties’ professional services, capital expenditures and reduction of accrued liabilities, mergers, acquisitions and the ~~development~~shares ofissuable ~~business~~pursuant ~~opportunities. These uses of cash will depend on numerous factors including our sales and other revenues, and our ability~~ to ~~control~~outstanding ~~costs.~~restricted ~~All~~stock ~~funds received have been expended in the furtherance of growing the business. We will need to raise additional funds~~units, ~~particularly~~which if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than funds received from the sale of our equity and advances from our related parties, we presently have no ~~other~~exercise ~~significant alternative source of working capital~~price. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations.

~~These matters~~(3) ~~raise~~Includes ~~substantial~~26,800 ~~doubt~~shares ~~about~~of our ~~ability~~common tostock ~~continue~~issuable asupon aexercise ~~going~~of ~~concern.~~outstanding ~~Our~~options ~~ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan,~~ and ~~generate~~320 ~~significant~~shares revenues. There are no assurances that we will be successful in our efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. We plan on raising capital through the sale of ~~equity or debt instruments to implement~~ our ~~business~~common ~~plan.~~stock ~~However,~~issuable ~~there~~pursuant ~~is no assurance these plans will be realized and that any additional financings will be available~~ to usoutstanding onrestricted ~~satisfactory~~stock ~~terms and conditions, if any~~units.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the allowance for doubtful accounts, reserve for obsolete inventory, the useful life of property, plant, equipment and investment in real estate and intangible assets, assumptions used in assessing impairment of long-term assets, the fair value of assets acquired and liabilities assumed in acquisition, valuation of deferred tax assets, accruals for taxes due, the value of stock-based compensation, and valuation of options.

~~We base~~DESCRIPTION ~~our~~OF ~~estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances,~~SECURITIES ~~the~~THAT ~~results~~THE ofSELLING ~~which~~STOCKHOLDERS ~~form~~ARE the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.SELLING

~~Revenue~~The Selling Shareholders are offering for resale ~~Recognition~~up to an aggregate of 19,436,278 shares of Common Stock consisting of: (i) 490,197 Common Shares issued pursuant to the Purchase Agreement, (ii) 5,882,353 Pre-Funded Warrant Shares issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.0001 per share issued pursuant to the Purchase Agreement, (iii) up to 6,372,550 Series A-1 Warrant Shares issuable upon exercise of the Series A-1 Warrants at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, (iv) up to 6,372,550 Series A-2 Warrant Shares issuable upon exercise of Series A-2 Warrants at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, and (v) up to 318,628 Placement Agent Warrant Shares issuable upon exercise of the Placement Agent Warrants at an exercise price of $0.6375 per share issued pursuant to the engagement letter dated as of February 26, 2026, by and between the Company and the Placement Agent. The following summary of the terms of our shares of Common Stock is based upon our Articles of Incorporation and our Bylaws. The summary is not complete and is qualified by reference to our Articles of Incorporation and our Bylaws, which were included as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For a description of our Common Stock, see Exhibit 4.9-Description of Securities, to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026.

~~We recognize~~Our ~~revenue~~Certificate ~~when~~of ~~persuasive~~Incorporation ~~evidence~~authorizes the issuance of anup ~~arrangement~~to ~~exists~~100,000,000 ~~delivery~~shares ~~has~~of ~~occurred~~Common orStock, ~~services~~par ~~have~~value ~~been~~$0.0001 ~~provided~~per share, ~~the~~and up to 10,000,000 shares of blank check preferred ~~purchase~~stock, ~~price~~par isvalue ~~fixed~~$0.0001 orper ~~determinable~~share. Our Board may establish the rights and ~~collectability~~preferences isof ~~reasonably~~the ~~assured~~preferred stock from time to time.

~~Types of~~Transfer ~~revenue:~~Agent and Registrar

●Vstock ~~Rental~~Transfer ~~revenue~~LLC ~~from~~is ~~leasing~~the ~~commercial~~transfer ~~property~~agent ~~under~~and registrar ~~operating~~for ~~leases~~our ~~with~~common ~~terms of generally two years or more~~stock.

● Service fees under consulting agreements with related parties to provide medical related consulting services to our clients. We are paid for our services by our clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment in a fixed period of time.Listing

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