Avalon GloboCare Corp. (NASDAQ:ALBT) experienced a significant decline in its share price, dropping 22.7% on Friday after revealing plans for a dilutive private placement priced at-the-market under Nasdaq rules.
Under definitive agreements, Avalon GloboCare will issue 6,372,550 shares of common stock, with the company reserving the option to issue pre-funded warrants in lieu of common shares where applicable. In tandem, Avalon will issue two separate series of warrants - Series A-1 and Series A-2 - each entitling holders to purchase up to 6,372,550 shares. The purchase price for the shares or pre-funded warrants is set at $0.51 per share.
The warrants carry an exercise price of $0.51 per share and will become exercisable on the effective date of stockholder approval. The Series A-1 warrants are structured to expire five years after the date of stockholder approval, while the Series A-2 warrants will expire eighteen months from that same approval date. If holders exercise all warrants on a cash basis, Avalon GloboCare could receive roughly $6.5 million in additional gross proceeds.
The company expects the offering to generate aggregate gross proceeds of approximately $3.25 million before placement agent fees and other offering-related expenses. The transaction is targeted to close on or about February 27, 2026, subject to customary closing conditions.
H.C. Wainwright & Co. is serving as the exclusive placement agent for the offering. Avalon GloboCare indicated that net proceeds will be directed toward repaying certain outstanding debt and for working capital and general corporate purposes.
The securities are being offered in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation D. They have not been registered under the Securities Act or applicable state securities laws and were offered only to accredited investors.
Summary
Avalon GloboCare announced an at-the-market private placement consisting of 6,372,550 shares (or pre-funded warrants) and matching Series A-1 and A-2 warrants at $0.51 per share. The offering is expected to bring in about $3.25 million before fees, with the potential for an additional $6.5 million if all warrants are exercised. The company plans to use net proceeds to pay certain debt and for working capital; H.C. Wainwright & Co. is the exclusive placement agent. The securities were offered only to accredited investors under applicable exemptions from registration.