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Avalon GloboCare Corp. (NASDAQ:ALBT), a micro-cap company with a market value of $5.38 million, announced Wednesday it has entered into agreements to issue two convertible promissory notes, each with a principal amount of $100,000, to two accredited investors. The company’s stock, which has declined over 63% in the past year according to InvestingPro data, saw the notes issued on July 3, 2025, according to a press release statement based on the company’s filing with the Securities and Exchange Commission.
Each note carries a one-time interest charge of $30,000 and matures nine months from the date of issuance. Beginning six months after the issue date, the investors may convert the outstanding principal and accrued interest into shares of Avalon GloboCare’s common stock at a fixed price of $1.00 per share. The conversion price is subject to adjustment for stock splits, dividends, combinations, or reclassifications.
The notes include a beneficial ownership limitation, preventing the investors from converting any portion of the notes if such conversion would result in the investor owning more than 4.99% of the company’s outstanding common stock. In addition, there is an “Exchange Cap” provision that limits the total number of shares issuable under each note to no more than 19.99% of the company’s outstanding common stock, unless shareholder approval is obtained in compliance with Nasdaq Listing Rule 5635(d).
Avalon GloboCare may prepay the notes at any time without penalty. The notes are unsecured and subordinate to all secured indebtedness of the company. In the event of default, including failure to pay amounts due, bankruptcy, or breach of material covenants, the notes become immediately due and payable. The investors may then elect to receive payment in cash or in shares of common stock according to the conversion terms.
As part of the transaction, Avalon GloboCare agreed to issue 5,000 shares of restricted common stock to each investor as a commitment fee. These shares were considered fully earned as of the issue date.
This information is based on a press release statement provided in the company’s recent SEC filing.
In other recent news, Avalon GloboCare Corp. has been notified of a potential delisting from Nasdaq due to not meeting the minimum stockholders’ equity requirement. The company’s equity was reported at a deficit of $3,891,270 as of March 31, 2025, falling short of the $2.5 million requirement. Avalon has until July 7, 2025, to submit a compliance plan to Nasdaq, with a possible extension to November 18, 2025, if needed. Additionally, Avalon has secured a patent for its CAR-T and CAR-NK technology in China, granted by the China National Intellectual Property Administration. This patent, co-developed with Arbele Limited, enhances Avalon’s global intellectual property portfolio and its position in cell-based immunotherapy. The company’s recent announcements highlight its strategic efforts to address both compliance challenges and technological advancements. Avalon is also involved in a pending merger with YOOV Group Holding Limited, which is contingent on the status of its stock listing. The developments reflect Avalon’s ongoing initiatives to strengthen its market position and intellectual property assets.
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