• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 425 filed by Avalon GloboCare Corp.

    9/8/25 9:15:43 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $ALBT alert in real time by email
    425 1 ea0256335-8k425_avalon.htm CURRENT REPORT

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of

    the Securities Exchange Act of 1934

     

    Date of report (Date of earliest event reported): September 8, 2025

     

    AVALON GLOBOCARE CORP.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-38728   47-1685128

    (State or other jurisdiction

    of incorporation)

      (Commission File Number)  

    (I.R.S. Employer

    Identification Number)

     

    4400 Route 9 South, Suite 3100, Freehold, NJ 07728

    (Address of principal executive offices)

     

    (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 (see General Instruction A.2.)

     

    ☒ 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 Capital Market

     

    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. ☐

     

     

     

     

    Item 7.01. Regulation FD Disclosure.

     

    On September 8, 2025, Avalon GloboCare Corp. (the “Company”) updated its investor presentation that may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, from time to time. As previously disclosed, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with YOOV Group Holding Limited, a business company incorporated in the British Virgin Islands (“YOOV”), and the other parties named in the Merger Agreement, pursuant to which YOOV will survive the merger and become a wholly owned direct subsidiary of the Company (the “Merger”).

     

    The investor presentation contains additional information regarding YOOV, including certain preliminary financial data with respect to YOOV. The actual amounts that YOOV will report will be subject to its financial closing procedures and any final adjustments that may be made prior to the time its audited financial results for the year ended March 31, 2025 are finalized and filed with the U.S. Securities and Exchange Commission. The preliminary financial data included therein has been prepared by, and is the responsibility of, the management of YOOV. YOOV’s independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data and, accordingly, does not express an opinion or any other form of assurance with respect thereto. This estimate should not be viewed as a substitute for audited financial statements prepared in accordance with accounting principles generally accepted in the United States. It does not reflect any updates following March 31, 2025, or consider any events or circumstances after the date that it was prepared, and is not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue reliance on this preliminary estimate.

     

    The investor presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

     

    No Offer or Solicitation

     

    This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

     

    Additional Information About the Proposed Merger for Investors and Shareholders

     

    This communication relates to the proposed Merger of the Company and YOOV. In connection with the proposed Merger, the Company has filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4, as amended, that contains a preliminary prospectus and preliminary proxy statement of the Company (the “proxy statement/prospectus”). This Registration Statement has not yet been declared effective and the Company has filed or may file other documents regarding the proposed Merger with the SEC. This report is not a substitute for the proxy statement/prospectus or for any other document that the Company has filed or may file with the SEC in connection with the proposed Merger. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to the Company’s stockholders. Investors and security holders will be able to obtain these documents (when available) free of charge from the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that the Company communicates with investors and the public using its website (https://www.avalon-globocare.com), the investor relations website (https://www.avalon-globocare.com/investors) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by the Company with the SEC, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger.

     

    1

     

    Participants in the Solicitation

     

    The Company, YOOV and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from the Company and YOOV stockholders in respect of the proposed Merger. Information about the Company’s directors and executive officers is available in the Company’s Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 31, 2025. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, has been and will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors should read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and the Company as indicated above.

     

    Forward-Looking Statements

     

    This Current Report on Form 8-K and the investor presentation attached hereto as Exhibit 99.1 contain forward-looking statements based upon the Company’s and YOOV’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions. These statements are only predictions. The Company and YOOV have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of the Company’s and YOOV’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of the Company and YOOV to consummate the transactions contemplated by the proposed Merger; (iii) risks related to the Company’s and YOOV’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either the Company or YOOV; (v) the effect of the announcement or pendency of the proposed Merger on the Company’s or YOOV’s business relationships, operating results and business generally; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against the Company, YOOV, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (viii) the ability of the Company or YOOV to protect their respective intellectual property rights; (ix) competitive responses to the proposed Merger; (x) unexpected costs, charges or expenses resulting from the proposed Merger; (xi) whether the combined business of YOOV and the Company will be successful; (xii) legislative, regulatory, political and economic developments; and (xiii) additional risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Registration Statement on Form S-4, as amended, filed with the SEC and subsequent filings made with the SEC. Additional assumptions, risks and uncertainties are described in detail in the Company’s registration statements, reports and other filings with the SEC, which are available on the Company’s website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither the Company nor YOOV can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company and YOOV undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.

     

    Item 9.01. Financial Statement and Exhibits.

     

    (d) Exhibits

     

    Exhibit No.   Description
    99.1   Investor Presentation.
    104   Cover Page Interactive Data File (embedded within the Inline 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: September 8, 2025 By: /s/ Luisa Ingargiola
      Name:  Luisa Ingargiola
      Title: Chief Financial Officer

     

    3

     

    Get the next $ALBT alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $ALBT

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $ALBT
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    Avalon GloboCare to Launch Online Sales of KetoAir Breathalyzer in the United Kingdom

    FREEHOLD, N.J., Aug. 28, 2025 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ:ALBT), a developer of precision diagnostic consumer products, today announced that it will launch the sales of KetoAir™ breathalyzer device and related accessories in the United Kingdom ("UK"). The products will be available for purchase starting September 1, 2025, at www.KetoAir.uk. KetoAir™ is a handheld breathalyzer designed for ketogenic health management (U.S. Food and Drug Administration registration number: 3026284320). It measures breath acetone concentration (BrAce), a key indicator of fat metabolism and ketosis. The KetoAir™ breathalyzer device is owned and manufactured b

    8/28/25 9:00:00 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Avalon GloboCare Enters into Distribution Agreement with Saga Health for KetoAir Targeting First Responders

    FREEHOLD, N.J., July 28, 2025 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ:ALBT), a developer of precision diagnostic consumer products, today announced that its subsidiary, Q&A Distribution, LLC, has entered into a wholesale distribution agreement with Saga Health Corporation ("Saga Health") for its use of the KetoAir™ breathalyzer device in its first responder-targeted Holistic Health Reset Program. KetoAir™ is a handheld breathalyzer designed for ketogenic health management (U.S. Food and Drug Administration registration number: 3026284320). It measures breath acetone concentration (BrAce), a key indicator of fat metabolism and ketosis. Intended for us

    7/28/25 9:00:00 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Avalon GloboCare Announces Patent Issuance for Novel CAR-T and CAR-NK Cell Technology in Hong Kong

    FREEHOLD, N.J., July 14, 2025 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ:ALBT), a developer of precision diagnostic consumer products, today announced the issuance of a new standard patent by the Hong Kong Intellectual Property Department (HKIPD) for its proprietary CAR-T and CAR-Natural Killer (NK) cell technology. Granted based on a Chinese patent (ZL202080015205.0) and issued as Patent No. HK40074322, the Certificate of Invention represents a significant milestone in Avalon's global intellectual property strategy. The 20-year patent term, effective February 21, 2020, provides long-term protection for the Company's proprietary CAR-T and CAR-Natural

    7/14/25 8:00:00 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $ALBT
    SEC Filings

    View All

    SEC Form 425 filed by Avalon GloboCare Corp.

    425 - Avalon GloboCare Corp. (0001630212) (Subject)

    9/8/25 9:15:43 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Avalon GloboCare Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    8-K - Avalon GloboCare Corp. (0001630212) (Filer)

    9/8/25 9:06:06 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Amendment: Avalon GloboCare Corp. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Other Events, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    8-K/A - Avalon GloboCare Corp. (0001630212) (Filer)

    8/29/25 5:00:56 PM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    $ALBT
    Leadership Updates

    Live Leadership Updates

    View All

    Fusion Fuel Appoints Luisa Ingargiola to Board of Directors

    DUBLIN, Feb. 27, 2025 (GLOBE NEWSWIRE) -- via IBN – Fusion Fuel Green PLC (NASDAQ:HTOO) ("Fusion Fuel" or the "Company"), a leading provider of gas and hydrogen energy solutions, today announced the appointment of Luisa Ingargiola to its Board of Directors, effective February 24, 2025. Ms. Ingargiola will serve as chairperson of the Audit Committee, replacing Rune Magnus Lundetrae, who will remain a member of the Board. She will also serve as a member of the Nominating Committee, Audit Committee, and Compensation Committee. Following Ms. Ingargiola's appointment, the Board will be comprised of six directors, four of whom have been determined by the Board to be "independent directors" under

    2/27/25 8:00:00 AM ET
    $ALBT
    $HTOO
    $VMAR
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Industrial Machinery/Components
    Energy

    Avalon GloboCare Appoints Dr. Charles Cavo to its Scientific Advisory Board in Support of KetoAir Sales

    FREEHOLD, N.J., Oct. 31, 2024 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ:ALBT), a developer of innovative precision diagnostics and laboratory services, today announced that it has appointed Dr. Charles Cavo to its Scientific and Clinical Advisory Board. Dr. Charles Cavo is the co-founder and Chief Medical Officer of Pounds Transformation, founded to help patients successfully reach their health and wellness goals through a combination of medical and lifestyle interventions related to nutrition and exercise. Dr. Cavo specialized in family medicine as an OBGYN at the Hospital of Central Connecticut and was drawn to the challenge of the obesity epid

    10/31/24 9:00:00 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    La Rosa Appoints Corporate Finance Executive Lourdes Felix to its Board of Directors

    Celebration, FL, May 21, 2024 (GLOBE NEWSWIRE) -- La Rosa Holdings Corp. (NASDAQ: LRHC) ("La Rosa" or the "Company"), a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments, today announced that it has appointed Lourdes Felix to its Board of Directors. Ms. Felix was also appointed to serve as the Chairperson of the Audit Committee and as a member of the Board's Compensation Committee and Nominating and Corporate Governance Committee. Ms. Lourdes Felix is an accomplished entrepreneur and corporate finance executive with 30 years of combined experience in capital markets, public accounting and in the private sector. She currently

    5/21/24 8:30:00 AM ET
    $ALBT
    $LRHC
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Real Estate
    Finance

    $ALBT
    Financials

    Live finance-specific insights

    View All

    Avalon's Laboratory Services MSO Acquires California-Based Medical Supply Company and Proprietary FDA-Registered External Male Catheter Device

    FREEHOLD, N.J., Sept. 13, 2023 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ:ALBT), a developer of innovative precision diagnostics and provider of clinical laboratory services, today announced Laboratory Services MSO, LLC ("LSM"), has acquired Merlin Medical Supply ("MMS"), a profitable, well-established Home Medical Equipment ("HME") and Durable Medical Equipment ("DME") company providing acute and non-acute medical supplies in Ventura County, California. Additionally, LSM has acquired Leading Edge Innovations, LLC from the same owner. Leading Edge Innovations owns the GeeWhiz External Condom Catheter, a patented, FDA-registered, in-market, male incontine

    9/13/23 9:15:00 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care

    Avalon's Laboratory Services MSO Acquires Texas Lab with Significant Potential Growth

    FREEHOLD, N.J., July 24, 2023 (GLOBE NEWSWIRE) -- Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ:ALBT), a developer of innovative precision diagnostics and provider of clinical laboratory services, today announced Laboratory Services MSO, LLC ("LSM"), has acquired DE Laboratory LLC ("DE Labs"), which expands its penetration within Texas and provides significant potential growth opportunities for the combined company. Avalon owns a 40% interest in LSM. DE Labs is a CLIA-certified and COLA-accredited laboratory located in Houston, Texas that offers a wide range of high-quality testing, including drug testing, genetic testing, urinary testing and COVID-19 PCR testing. LSM is no

    7/24/23 9:00:00 AM ET
    $ALBT
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care