{"filing":{"accession_number":"0001213900-26-075090","cik":"0001630212","ticker":"ALBT","company_name":"Avalon GloboCare Corp.","form":"8-K","filing_date":"2026-07-02","report_date":null,"primary_document":"ea0296967-8k_avalon.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1630212/000121390026075090/ea0296967-8k_avalon.htm"},"events":[{"id":15998,"run_id":14273,"accession_number":"0001213900-26-075090","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The Company entered into a securities purchase agreement to issue 400 shares of Series F Convertible Preferred Stock (convertible at $0.50/share) and 200,000 commitment shares of common stock for $400,000 in an unregistered private placement relying on Section 4(a)(2) and Rule 506(b), representing significant dilution to existing shareholders.","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13945,"accession_number":"0001213900-26-075090","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company entered into a securities purchase agreement to issue 400 shares of Series F Convertible Preferred Stock (convertible at $0.50/share) and 200,000 commitment shares of common stock for $400,000. The transaction involves an unregistered private placement relying on Section 4(a)(2) and Rule 506(b), with significant dilution to existing shareholders through both convertible preferred stock and direct common stock issuance. This is a classic dilutive equity issuance by a small-cap company raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15999,"run_id":14273,"accession_number":"0001213900-26-075090","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The Company issued approximately 1.5 million shares of unregistered equity securities in late June and early July 2026, including 150,000 restricted shares to a consultant, 400,000 option shares to consultants, 200,000 common shares for a waiver, and 750,000 restricted shares to consultants, all in reliance on Section 4(a)(2) and Rule 506 exemptions.","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13946,"accession_number":"0001213900-26-075090","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses multiple unregistered equity issuances in late June and early July 2026: 150,000 restricted shares to a consultant (June 29), 400,000 option shares to consultants (June 29), 200,000 common shares for a waiver (July 1), and 750,000 restricted shares to consultants (July 2). All securities were issued in reliance on Section 4(a)(2) and/or Rule 506 exemptions and are unregistered. The aggregate issuance of approximately 1.5 million shares represents a dilutive private placement material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16000,"run_id":14273,"accession_number":"0001213900-26-075090","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"The Company granted equity options totaling 1,750,000 shares under the 2026 Equity Plan to named officers (Luisa Ingargiola, Meng Li, Sam Knipper) and non-employee directors as compensation for services rendered.","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13947,"accession_number":"0001213900-26-075090","item_number":"5.02","item_title":"Departure of Directors or Principal Officers; Election","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses equity option grants to named officers (Luisa Ingargiola, Meng Li, Sam Knipper) and non-employee directors totaling 1,750,000 shares under the 2026 Equity Plan as compensation for services rendered. This is a compensatory arrangement under Item 5.02(e), distinct from an appointment or departure. The aggregate grant size and executive participation make this material to investors assessing executive compensation practices.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16001,"run_id":14273,"accession_number":"0001213900-26-075090","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"The Company filed a Certificate of Designation for Series F Convertible Preferred Stock with Delaware on July 2, 2026, establishing 5,000 authorized shares with 400 issued, creating new senior equity securities with conversion rights, mandatory redemption, and liquidation preferences that materially affect shareholder rights and capital structure.","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13948,"accession_number":"0001213900-26-075090","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a Certificate of Designation for Series F Convertible Preferred Stock filed with Delaware on July 2, 2026, establishing 5,000 authorized shares with 400 issued. This is a governance event involving amendment to the company's capital structure and articles of incorporation. While the preferred stock carries conversion rights, mandatory redemption, and liquidation preferences that have financial implications, the core disclosure is the formal designation and amendment of the company's authorized capital structure, which is a governance matter. The event is material because it creates new senior equity securities with significant terms affecting shareholder rights and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13945,"accession_number":"0001213900-26-075090","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company entered into a securities purchase agreement to issue 400 shares of Series F Convertible Preferred Stock (convertible at $0.50/share) and 200,000 commitment shares of common stock for $400,000. The transaction involves an unregistered private placement relying on Section 4(a)(2) and Rule 506(b), with significant dilution to existing shareholders through both convertible preferred stock and direct common stock issuance. This is a classic dilutive equity issuance by a small-cap company raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02"},{"id":13946,"accession_number":"0001213900-26-075090","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses multiple unregistered equity issuances in late June and early July 2026: 150,000 restricted shares to a consultant (June 29), 400,000 option shares to consultants (June 29), 200,000 common shares for a waiver (July 1), and 750,000 restricted shares to consultants (July 2). All securities were issued in reliance on Section 4(a)(2) and/or Rule 506 exemptions and are unregistered. The aggregate issuance of approximately 1.5 million shares represents a dilutive private placement material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02"},{"id":13947,"accession_number":"0001213900-26-075090","item_number":"5.02","item_title":"Departure of Directors or Principal Officers; Election","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses equity option grants to named officers (Luisa Ingargiola, Meng Li, Sam Knipper) and non-employee directors totaling 1,750,000 shares under the 2026 Equity Plan as compensation for services rendered. This is a compensatory arrangement under Item 5.02(e), distinct from an appointment or departure. The aggregate grant size and executive participation make this material to investors assessing executive compensation practices.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02"},{"id":13948,"accession_number":"0001213900-26-075090","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a Certificate of Designation for Series F Convertible Preferred Stock filed with Delaware on July 2, 2026, establishing 5,000 authorized shares with 400 issued. This is a governance event involving amendment to the company's capital structure and articles of incorporation. While the preferred stock carries conversion rights, mandatory redemption, and liquidation preferences that have financial implications, the core disclosure is the formal designation and amendment of the company's authorized capital structure, which is a governance matter. The event is material because it creates new senior equity securities with significant terms affecting shareholder rights and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T21:17:45.227266+00:00","company_name":"Avalon GloboCare Corp.","ticker":"ALBT","filing_date":"2026-07-02"}]}