Avalon GloboCare closed a private placement under Nasdaq at-the-market rules, issuing 6,372,550 shares (or pre-funded warrants) and associated Series A-1 and A-2 warrants priced at $0.51 per share.

Avalon GloboCare Corp. ("Avalon" or the "Company") (NASDAQ: ALBT), a diversified company focused on the development of precision diagnostic consumer products and generative AI publishing and software, today announced the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the issuance and sale of 6,372,550 shares of its common stock (or pre-funded warrants in lieu thereof), Series A-1 warrants to purchase up to an aggregate of 6,372,550 shares of common stock and Series A-2 warrants to purchase up to an aggregate of 6,372,550 shares of common stock, at a purchase price of $0.51 per share (or pre-funded warrant in lieu thereof) and associated warrants. The warrants have an exercise price of $0.51 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants. The Series A-1 warrants will expire five years from the date of stockholder approval and the Series A-2 warrants will expire eighteen months from the date of stockholder approval.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering. Roth Capital Partners acted as financial advisor to the Company.

The aggregate gross proceeds to the Company from the offering were approximately $3.25 million, before deducting placement agent fees and other offering expenses. The potential additional gross proceeds to the Company from the warrants, if fully-exercised on a cash basis, will be approximately $6.5 million. No assurance can be given that any of such warrants will become exercisable or will be exercised. The Company intends to use the net proceeds from the offering for the repayment of certain outstanding debt and for working capital and general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering.

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