Avalon GloboCare Corp美股招股说明书(2026-04-20版)

Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis anaggregate of 19,436,278 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of AvalonGloboCare Corp., (the “Company,” “we,” “us” or “our”) consisting of (i) 490,197 shares (the “Common Shares”) of Common Stockissued pursuant to a securities purchase agreement entered into by and between us and certain institutional investors dated February26, 2026 (the “Purchase Agreement”), (ii) 5,882,353 shares (the “Pre-Funded Warrant Shares”) of Common Stock that are issuableupon exercise of pre-funded warrants (the “Pre-Funded Warrants”) at an exercise price of $0.0001 per share issued pursuant to thePurchase Agreement, (iii) up to 6,372,550 shares (the “Series A-1 Warrant Shares”) of Common Stock issuable upon exercise of SeriesA-1 warrants (the “Series A-1 Warrants”) at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, (iv) up to6,372,550 shares (the “Series A-2 Warrant Shares”) of Common Stock issuable upon exercise of Series A-2 warrants (the “Series A-2Warrants”) at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, and (v) up to 318,628 shares (the“Placement Agent Warrant Shares,” together with the Pre-Funded Warrant Shares, the Series A-1 Warrant Shares, the Series A-2Warrant Shares and the Placement Agent Warrant Shares, the “Warrant Shares”) of Common Stock issuable upon exercise of warrants(the “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, 2026, by andbetween the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”). We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock. Upon any exercise of theWarrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect tothe 18,946,081 shares of Common Stock offered hereby, would result in gross proceeds to us of approximately $6.7 million. However,we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that theWarrants may expire and never be exercised, in which case we would not receive any cash proceeds. The Pre-Funded Warrants are exercisable on February 26, 2026 and anytime thereafter until such Pre-Funded Warrants are exercisablein full. Each of the Series A-1 Warrants, Series A-2 Warrants and Placement Agent Warrants are not exercisable until the stockholdersof the Company approve the issuance of such Series A-1 Warrants, Series A-2 Warrants and Placement Agent Warrants and shares ofCommon Stock underlying such warrants (the “Stockholder Approval Date”). The Series A-1 Warrants will expire five (5) yearsfollowing the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen (18) months following the StockholderApproval Date. The Placement Agent Warrants are exercisable for five (5) years the Stockholder Approval Date. The holders of theShares are each referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.” This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in whichthe Shares may be offered and sold will be described in a supplement to this prospectus. The Common Shares and the Warrants wereeach issued to the applicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of theSecurities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional informationregarding the issuance of the Common Shares, the Warrants and the Warrant Shares, see “March 2026 Private Placement” beginningon page 13. The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning onpage 52. The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares throughpublic 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 whatamount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We providemore information about how a Selling Shareholder may sell its Shares in the section titled “Plan of Distribution” on page 54. Our Common stock is listed on The Nasdaq Capital Market under the symbol “ALBT”. On April 17, 2026, the closing price asreported on The Nasdaq Capital Market