M&A - Avalon GloboCare Corp.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390025047391

Filing Summary: On May 22, 2025, Avalon GloboCare Corp. received a notification from Nasdaq that it was not in compliance with the minimum stockholders’ equity requirement for continued listing, as its stockholders’ equity was reported at ($3,891,270), below the $2.5 million minimum requirement. The Company does not meet alternative compliance standards related to market value or net income. The notification does not immediately impact the stock's listing, allowing Avalon 45 days to submit a plan for regaining compliance. Failure to achieve compliance may lead to delisting, with common stock potentially trading in over-the-counter markets, adversely affecting liquidity and capital raising. Additionally, a pending merger with Nexus MergerSub Limited and YOOV Group Holding Limited is conditional upon compliance with Nasdaq's listing requirements. The Company intends to submit a compliance plan by the deadline, but there is no assurance of acceptance or that compliance will be maintained in the future.

Form Type: S-4

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025035157

Filing Summary: Avalon GloboCare Corp. is filing a registration statement regarding a proposed merger with YOOV Group Holding Limited through its wholly owned subsidiary, Nexus MergerSub Limited. The merger, per the Agreement and Plan of Merger dated March 7, 2025, will result in YOOV surviving and becoming a wholly owned subsidiary of Avalon, aiming to enhance business operations through Artificial Intelligence-as-a-Service (AIaaS) solutions. Existing equityholders of Avalon will own approximately 2.7% to 3.0% of the combined company while YOOV's equityholders will own around 97.0% to 97.3%. Following the merger, Avalon will be renamed YOOV, Inc., with trading expected under the symbol "YOOV" on The Nasdaq Capital Market. The approval of stockholders for various proposals, including a reverse stock split, is required for the completion of the merger, which is contingent upon YOOV shareholder approval as well. The registration statement includes a preliminary proxy statement/prospectus dated April 24, 2025, outlining the merger and related matters, including disclaimer of completeness and risk factors associated with the merger.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025026308

Filing Summary: Avalon GloboCare Corp. is a commercial-stage company focused on developing precision diagnostic consumer products including the Keto Air breathalyzer, which measures ketosis levels. The company initiated sales of the Keto Air in 2024 and plans to target the diabetes and obesity markets. In February 2023, it completed the acquisition of a 40% membership interest in Laboratory Services MSO, LLC. However, in 2025, to preserve cash, Avalon entered discussions for the redemption of its investment and executed a Redemption and Abandonment Agreement on February 26, 2025, resulting in the cessation of its laboratory services. The company has shifted focus towards commercialization and further development of the Keto Air device, which is registered as a Class I medical device with the FDA. Avalon is also engaged in research and development collaborations with the Massachusetts Institute of Technology and has suspended efforts related to cellular therapy to concentrate on its core business strategies. As of the last business day in June 2024, the market value of common stock held by non-affiliates was approximately $2.76 million, with a total of 1,651,667 shares outstanding as of March 31, 2025.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025021947

Filing Summary: On March 7, 2025, Avalon GloboCare Corp. entered into an Agreement and Plan of Merger with Nexus MergerSub Limited and YOOV Group Holding Limited, whereby Merger Sub will merge with and into YOOV, which will become a wholly-owned subsidiary of Avalon. The merger is anticipated to close in the third quarter of 2025, contingent upon customary closing conditions including stockholder approval. Upon merger completion, YOOV's preferred shares will convert into ordinary shares and subsequently into Avalon common stock based on a specified Exchange Ratio dependent on Avalon’s common stock price at a pre-determined time. The merger will change Avalon’s name to YOOV, Inc., and Avalon will seek shareholder approval for various matters including a potential reverse stock split to meet Nasdaq requirements. Voting and support agreements have been established among executives and stockholders of both companies to facilitate the merger, which includes lock-up agreements preventing the transfer of shares for a specified period.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025021943

Filing Summary: On March 7, 2025, Avalon GloboCare Corp. entered into a Merger Agreement with Nexus MergerSub Limited and YOOV Group Holding Limited, whereby Merger Sub will merge with YOOV, making it a wholly-owned subsidiary of Avalon. The merger is expected to be completed in Q3 2025, subject to conditions including stockholder approvals and the effectiveness of a registration statement. Upon completion, Avalon will change its name to 'YOOV, Inc.', and there will be significant stock exchanges including an Exchange Ratio based on Avalon Common Stock's closing price. Related stockholder matters include approval for the issuance of shares and a potential reverse stock split to meet Nasdaq’s listing requirements. Voting and support agreements have been established by key stakeholders of both companies to secure approvals. Additionally, a Certificate of Elimination was filed to terminate the designations of Series A and B Preferred Stocks on the same day. An amendment to the bylaws to adjust the quorum needed for stockholder meetings was also approved. On March 10, 2025, a joint press release was issued regarding the merger agreement.