Avalon GloboCare Corp. Announces Entry Into Material Definitive Agreement

Key Points from Recent SEC Filing

• Material Agreement Signed: On February 19, 2026, Avalon GloboCare Corp. (“the Company”) entered into a Securities Purchase Agreement (SPA) with an accredited investor.
• Issuance of Promissory Note: As part of the SPA, Avalon issued a promissory note with a principal amount of \$233,910, inclusive of a \$26,910 original issuance discount.
• Interest Terms: The note carries a one-time interest charge of 12% (\$28,069), payable either in cash or, in the event of default, convertible into common shares at the holder’s option.
• Payment Schedule: Specified monthly payments are scheduled, including \$19,648.50 due on January 15, 2027, and \$19,648.50 due on February 15, 2027, among others.
• Convertible Terms: The note can be converted into common stock under certain conditions, which can potentially dilute existing shareholders if conversion occurs.
• Price-Sensitive Conditions: The note contains provisions that could trigger default or conversion, including failure to maintain Nasdaq listing, non-compliance with SEC reporting, liquidation or cessation of operations, and financial statement restatements.
• Unregistered Securities: The securities issued under the SPA are unregistered and offered pursuant to Section 4(a)(2) of the Securities Act. They are subject to restrictive legends, limiting transferability unless registered or available exemptions are met.
• Capital Structure: As of the agreement date, Avalon had 100,000,000 authorized shares of common stock (par value \$0.0001 per share), with 5,759,740 shares issued and outstanding.
• Nasdaq Listing: The common stock is listed on Nasdaq under the symbol ALBT.
• Reporting Requirements: Avalon is required to stay compliant with SEC reporting while the note is outstanding. Failure to do so constitutes an event of default.
• Legal Representations: Avalon asserts there are no material adverse changes, no significant litigation, and all issued shares are fully paid and non-assessable.
• Accredited Investor Status: The lender is an accredited investor, as defined by SEC regulations.

Shareholder Impact & Price Sensitivity

Potential Share Price Impact: This agreement is significant for shareholders because:

• The promissory note is potentially convertible into common stock, which could lead to dilution of existing shareholders’ holdings.
• Events such as loss of Nasdaq listing, SEC reporting failures, or company liquidation could trigger default or conversion, impacting share value and trading liquidity.
• Restatement of financial statements after 180 days post-issuance could materially affect the rights of the note holder, which may signal underlying financial issues.
• The company’s assertion that no material adverse changes or litigation are ongoing is positive, but failure to meet these conditions could negatively affect the stock.

Risk Factors:

• The securities are unregistered and thus restricted, limiting immediate liquidity for the investor and potentially impacting market perception.
• If the company fails to comply with reporting requirements or loses its exchange listing, it could trigger an event of default and result in significant dilution or other negative consequences.
• The company has not engaged the lender to act as a dealer or underwriter, clarifying the nature of the transaction but also confirming it is not a market-supporting activity.

Conclusion

Investors should closely monitor Avalon GloboCare Corp. for compliance with SEC reporting, maintenance of its Nasdaq listing, and any corporate developments that might affect its ability to repay or convert the note. The terms of the promissory note, its convertibility, and the company’s financial and legal representations are all potentially price-sensitive, and any material negative change could significantly impact share value and investor holdings.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review the full SEC filing and consult with their financial advisors before making any investment decisions. The information herein is based on the company’s public disclosures as of the date of filing and may be subject to change.

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