Form 8-K/A

8-K/A — Avalon GloboCare Corp.

Accession: 0001213900-26-046208

Filed: 2026-04-21

Period: 2026-02-18

CIK: 0001630212

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0287092-8ka1_avalon.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (ea028709201ex99-1.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0287092-8ka1_avalon.htm · Sequence: 1

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0001630212

2026-02-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

February 18, 2026

AVALON GLOBOCARE CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38728

47-1685128

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification Number)

4400 Route 9 South, Suite 3100, Freehold, NJ

07728

(Address of principal executive offices, including

zip code)

(732) 780-4400

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ALBT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth 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 13(a) of the Exchange Act. ☐

Explanatory Note:

On February 18, 2026, Avalon Globocare Corp. (the

“Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting the Company and Wenzhao Lu (the

“Purchaser”) entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”),

pursuant to which the Company sold to the Purchaser 100% of the membership interests of Avalon RT 9 Properties, LLC, a wholly owned subsidiary

of the Company (“Avalon RT9”). Avalon RT9 was the owner of real property located at 4400 Route 9 South, Freehold, New Jersey

07728 , where the Company maintains its principal office space. The Original Report indicated that pro forma financial information required

by Item 9.01(b) of Form 8-K would be filed by amendment.

This Current Report on Form 8-K/A amends the Original Report to provide the unaudited pro forma consolidated financial information required

by Item 9.01(b) of Form 8-K. Except as described herein, this Form 8-K/A does not amend, modify, or update any other information contained

in the Original Report.

-1-

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information*.

The unaudited pro forma consolidated financial

information of the Company giving effect to the Amended MIPA consisting of

(i) the unaudited pro forma consolidated balance

sheet as of December 31, 2025, and

(ii) the unaudited pro forma consolidated statements

of operations and comprehensive loss of the Company for the years ended December 31, 2025 and 2024.

*Filed as Exhibit 99.1

(d) Exhibits.

Exhibit No.

Exhibit

99.1

Unaudited pro forma consolidated financial information

104

Cover Page Interactive Data File (embedded within the XBRL document)

-2-

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVALON GLOBOCARE CORP.

Dated: April 21, 2026

By:

/s/ Luisa Ingargiola

Name:

Luisa Ingargiola

Title:

Chief Financial Officer

-3-

EX-99.1 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

EX-99.1

Filename: ea028709201ex99-1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited

pro forma consolidated balance sheet and statements of operations and comprehensive loss are based upon the historical consolidated financial

statements of Avalon GloboCare Corp. (the “Company”). The unaudited pro forma consolidated financial information has been

prepared to illustrate the effect of the sale (the “Sale”) of Avalon RT 9 Properties, LLC, a wholly owned subsidiary of the

Company (“Avalon RT 9”). For a detailed description of the Sale, please see Note [1] of the accompanying unaudited pro forma

consolidated financial information.

The unaudited pro forma

consolidated balance sheet as of December 31, 2025 has been prepared by including the audited historical consolidated balance sheet of

the Company as of December 31, 2025, adjusted to reflect the pro forma effect as if the Sale had been consummated on that date. The unaudited

pro forma consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 have been prepared

by including the Company’s historical consolidated statements of operations and comprehensive loss, adjusted to reflect the pro

forma effect as if the Sale had been consummated on January 1, 2024.

The historical consolidated

financial statements referred to above for the Company were included in its Annual Reports on Form 10-K for the years ended December 31,

2025 and 2024, previously filed with the Securities and Exchange Commission (the “SEC”). The accompanying unaudited pro forma

consolidated financial information and the historical consolidated financial information presented herein should be read in conjunction

with the historical consolidated financial statements and notes thereto of the Company.

The unaudited pro forma consolidated balance sheet

and statements of operations and comprehensive loss include pro forma adjustments which reflect transactions and events that (a) are directly

attributable to the Sale, (b) are factually supportable, and (c) with respect to the statements of operations, have a continuing impact

on consolidated results of operations. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma consolidated

financial information.

The unaudited pro forma

consolidated financial information was prepared for informational purposes only and is not necessarily indicative of the financial position

or results of operations that would have occurred if the Sale had been completed on the dates indicated, nor is it indicative of the future

financial position or results of operations of the Company. Assumptions and estimates underlying the pro forma adjustments are described

in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated financial information. The accounting

for the Sale is dependent upon final balances related to the assets and liabilities at the closing date that have yet to progress to a

stage where there is sufficient information for a definitive measurement. Due to the fact that the unaudited pro forma consolidated financial

information has been prepared based upon preliminary estimates and account balances other than those on the actual Sale closing date,

the final amounts recorded for the Sale may differ materially from the pro forma consolidated financial information presented.

The unaudited pro forma

consolidated financial information does not reflect future events that may occur after the Sale, including potential restructuring and

related general and administrative cost savings. The pro forma adjustments are subject to change and are based upon currently available

information.

AVALON GLOBOCARE CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of December 31, 2025

Pro Forma

Historical

Adjustments

Pro Forma

ASSETS

CURRENT ASSETS:

Cash

$ 109,091

$ -

$ 109,091

Receivable from sale of equity method investment

748,000

Prepaid expense and other current assets

282,170

Current assets of discontinued operations

356,616

(356,616 )

Total Current Assets

1,495,877

(356,616 )

1,139,261

NON-CURRENT ASSETS:

Property and equipment, net

727

Intangible assets, net

2,158,167

Goodwill

12,808,197

Non-current assets of discontinued operations

6,937,769

(6,937,769 )

Total Non-current Assets

21,904,860

(6,937,769 )

14,967,091

Total Assets

$ 23,400,737

$ (7,294,385 )

$ 16,106,352

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Accrued professional fees

$ 1,832,606

$ -

$ 1,832,606

Accrued research and development fees

153,772

Accrued payroll liability and compensation

1,072,553

Accrued litigation settlement

363,450

Accrued liabilities and other payables

281,063

Accrued liabilities and other payables - related parties

100,000

Operating lease obligation

6,000

Advance from pending sale of noncontrolling interest - related party

3,158,078

(3,158,078 )

Derivative liability

34,156

Stock subscription liability

150,000

Bridge loan payable, net

197,341

Convertible note payable, net

737,018

Current liabilities of discontinued operations

6,061,077

(6,061,077 )

Total Current Liabilities

14,147,114

(9,219,155 )

4,927,959

NON-CURRENT LIABILITIES:

Non-current liabilities of discontinued operations

23,515

(23,515 )

Total Non-current Liabilities

23,515

(23,515 )

Total Liabilities

14,170,629

(9,242,670 )

4,927,959

EQUITY:

Preferred stock, $0.0001 par value; 10,000,000 shares authorized;

Series C Convertible Preferred Stock, 3,800 shares issued and outstanding at December 31, 2025; Liquidation preference $3.8 million at December 31, 2025

3,790,000

Series D Convertible Preferred Stock, 5,000 shares issued and outstanding at December 31, 2025; Liquidation preference $5 million at December 31, 2025

8,837,527

Series E Convertible Preferred Stock, 19,500 shares issued and outstanding at December 31, 2025; Liquidation preference $19.5 million at December 31, 2025

14,916,753

Common stock, $0.0001 par value; 100,000,000 shares authorized;4,857,476 shares issued and 4,854,009 shares outstanding at December 31, 2025

486

Additional paid-in capital

88,376,767

1,948,285

90,325,052

Less: common stock held in treasury, at cost; 3,467 shares at December 31, 2025

(522,500 )

Accumulated deficit

(105,934,101 )

Statutory reserve

6,578

Accumulated other comprehensive loss

(241,402 )

Total Avalon GloboCare Corp. stockholders' equity

9,230,108

1,948,285

11,178,393

Noncontrolling interest

Total Equity

9,230,108

1,948,285

11,178,393

Total Liabilities and Equity

$ 23,400,737

$ (7,294,385 )

$ 16,106,352

See notes to unaudited pro forma consolidated financial

information.

AVALON GLOBOCARE CORP. AND SUBSIDIARIES

UNAUDITED PRO FROMA CONSOLIDATED STATEMENT

OF OPERATIONS AND COMPREHENSIVE LOSS

For the Year Ended December 31, 2025

Pro Forma

Historical

Adjustments

Pro Forma

INCOME FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO

$ 392,677

$ -

$ 392,677

OTHER OPERATING EXPENSES:

Advertising and marketing expenses

843,497

Professional fees

5,254,207

Compensation and related benefits

1,101,574

Other general and administrative expenses

784,758

Total Other Operating Expenses

7,984,036

LOSS FROM OPERATIONS

(7,591,359 )

OTHER (EXPENSE) INCOME

Interest expense - amortization of debt discount and debt issuance costs

(1,136,412 )

Interest expense - other

(320,282 )

Change in fair value of derivative liability

538,213

Loss on extinguishment of debt

(9,076,587 )

Other income

67,554

Total Other Expense, net

(9,927,514 )

LOSS BEFORE INCOME TAXES

(17,518,873 )

INCOME TAXES

NET LOSS FROM CONTINUING OPERATIONS

(17,518,873 )

NET LOSS FROM DISCONTINUED OPERATIONS

(742,103 )

742,103

NET LOSS

$ (18,260,976 )

$ 742,103

$ (17,518,873 )

LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

NET LOSS AFTER NONCONTROLLING INTEREST

(18,260,976 )

742,103

(17,518,873 )

DEEMED CONTRIBUTION ON EXCHANGE OF EQUITY INSTRUMENTS

162,473

NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS

$ (18,098,503 )

$ 742,103

$ (17,356,400 )

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS:

Basic and diluted, continuing operations

$ (5.41 )

$ -

$ (5.41 )

Basic and diluted, discontinued operations

(0.23 )

0.23

Basic and diluted

$ (5.64 )

$ 0.23

$ (5.41 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic and diluted

3,210,779

COMPREHENSIVE LOSS:

NET LOSS

$ (18,260,976 )

$ 742,103

$ (17,518,873 )

OTHER COMPREHENSIVE LOSS FROM CONTINUED OPERATIONS

Unrealized foreign currency translation loss

(9,402 )

COMPREHENSIVE LOSS

(18,270,378 )

732,701

(17,528,275 )

LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS

$ (18,270,378 )

$ 732,701

$ (17,528,275 )

See notes to unaudited pro forma consolidated financial

information.

AVALON GLOBOCARE CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT

OF OPERATIONS AND COMPREHENSIVE LOSS

For the Year Ended December 31, 2024

Pro Forma

Historical

Adjustments

Pro Forma

REAL PROPERTY RENTAL REVENUE

$ 1,333,403

$ (1,333,403 )

$ -

REAL PROPERTY OPERATING EXPENSES

1,065,574

(1,065,574 )

REAL PROPERTY OPERATING INCOME

267,829

(267,829 )

LOSS FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO

(846,588 )

OTHER OPERATING EXPENSES:

Advertising and marketing expenses

237,671

Professional fees

1,822,105

(231,837 )

1,590,268

Compensation and related benefits

1,431,328

(122,474 )

1,308,854

Other general and administrative expenses

857,869

Total Other Operating Expenses

4,348,973

(354,311 )

3,994,662

LOSS FROM OPERATIONS

(4,927,732 )

86,482

(4,841,250 )

OTHER (EXPENSE) INCOME

Interest expense - amortization of debt discount and debt issuance costs

(1,411,042 )

119,228

(1,291,814 )

Interest expense - other

(983,486 )

658,000

(325,486 )

Interest expense - related party

(42,445 )

Debt modification charge

(838,794 )

Change in fair value of derivative liability

374,365

Other expense

(74,260 )

(74,180 )

Total Other Expense, net

(2,975,662 )

777,308

(2,198,354 )

LOSS BEFORE INCOME TAXES

(7,903,394 )

863,790

(7,039,604 )

INCOME TAXES

NET LOSS

$ (7,903,394 )

$ 863,790

$ (7,039,604 )

LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS

$ (7,903,394 )

$ 863,790

$ (7,039,604 )

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS:

Basic and diluted

$ (8.44 )

$ 0.92

$ (7.52 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic and diluted

936,614

COMPREHENSIVE LOSS:

NET LOSS

$ (7,903,394 )

$ 863,790

$ (7,039,604 )

OTHER COMPREHENSIVE LOSS

Unrealized foreign currency translation loss

(273 )

COMPREHENSIVE LOSS

(7,903,667 )

863,790

(7,039,877 )

LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS

$ (7,903,667 )

$ 863,790

$ (7,039,877 )

See notes to unaudited pro forma consolidated financial

information.

[1] Description of Sale

On February 18, 2026,

the Company and Wenzhao Lu (the “Purchaser”), the Chairman of the Company’s Board of Directors, entered into an Amended

and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), pursuant to which the Company sold to the Purchaser

100% of the membership interests of Avalon RT 9 Properties, LLC, a wholly owned subsidiary of the Company (“Avalon RT 9”),

for $9,000,000.

[2] Basis of Presentation

The unaudited pro forma consolidated financial

information is prepared pursuant to Article 11 of Regulation S-X. The unaudited pro forma consolidated balance sheet and statements of

operations and comprehensive loss are based upon the historical consolidated financial statements of the Company, which were included

in its Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and 2024, previously filed with the SEC. The unaudited

pro forma consolidated balance sheet as of December 31, 2025 has been prepared by including the audited historical consolidated balance

sheet of the Company as of December 31, 2025, adjusted to reflect the pro forma effect as if the Sale had been consummated on that date.

The unaudited pro forma consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 have

been prepared by including the Company’s historical consolidated statements of operations and comprehensive loss, adjusted to reflect

the pro forma effect as if the Sale had been consummated on January 1, 2024.

[3] Pro Forma Adjustments

The following pro forma adjustments are included

in the unaudited pro forma consolidated balance sheet and/or the unaudited pro forma consolidated statements of operations and comprehensive

loss:

a. Reflects the elimination of advance received from the Purchaser of approximately $3 million.

b. Reflects the elimination of Avalon RT 9’s assets and liabilities.

c. Reflects the effect on additional paid-in capital related to the estimated gain on sale of Avalon RT 9

to Mr. Lu, the Company’s chairman of the Board of Directors. The Company recorded proceeds in excess of its carrying value (approximately

$2 million) to additional paid-in capital as a result of the capital transaction with related party under applicable SEC regulations.

d. Reflects the elimination of the historical net loss from discontinued operations attributable to the sale

of Avalon RT 9.

e. Reflects the elimination of the historical real property rental revenue, real property operating expenses,

other operating expenses, and other expense attributable to the sale of Avalon RT 9.

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Feb. 18, 2026

Cover [Abstract]

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Amendment Description

On February 18, 2026, Avalon Globocare Corp. (the

“Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting the Company and Wenzhao Lu (the

“Purchaser”) entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”),

pursuant to which the Company sold to the Purchaser 100% of the membership interests of Avalon RT 9 Properties, LLC, a wholly owned subsidiary

of the Company (“Avalon RT9”). Avalon RT9 was the owner of real property located at 4400 Route 9 South, Freehold, New Jersey

07728 , where the Company maintains its principal office space. The Original Report indicated that pro forma financial information required

by Item 9.01(b) of Form 8-K would be filed by amendment.

Document Period End Date

Feb. 18, 2026

Entity File Number

001-38728

Entity Registrant Name

AVALON GLOBOCARE CORP.

Entity Central Index Key

0001630212

Entity Tax Identification Number

47-1685128

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4400 Route 9 South

Entity Address, Address Line Two

Suite 3100

Entity Address, City or Town

Freehold

Entity Address, State or Province

Entity Address, Postal Zip Code

07728

City Area Code

(732)

Local Phone Number

780-4400

Written Communications

false

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false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

ALBT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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