Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2024

AVALON GLOBOCARE CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-38728		47-1685128
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

4400 Route 9 South, Suite 3100, Freehold, NJ 07728

(Address of principal executive offices)

(732) 780-4400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALBT		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On July 31, 2024, Avalon GloboCare Corp., a Delaware corporation (the “Company”) issued a press release announcing the official launch of direct-to-consumer and non-invasive DNA test in the U.S. that tests for potential predisposition to opioid dependence.

The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release of the Company dated July 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVALON GLOBOCARE CORP.

Dated: July 31, 2024	By:	/s/ Luisa Ingargiola
	Name:	Luisa Ingargiola
	Title:	Chief Financial Officer

Exhibit 99.1

Avalon’s Laboratory Services MSO Launches DNA Testing Kit for Predisposition to Opioid Addiction

Direct-To-Consumer, Non-Invasive Kit is Available in the U.S. for Convenient At-Home Sample Collection

FREEHOLD, N.J., July 31, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative cell-based technology, cellular therapy and precision diagnostics, today announced that Laboratory Services MSO, LLC (“LSM”) has launched a direct-to-consumer and non-invasive DNA test in the U.S. that tests for potential predisposition to opioid dependence. To purchase or find out more information, please visit www.dna4addiction.com. Avalon owns a 40% equity interest in LSM.

The opioid abuse epidemic continues to devastate communities across America, representing a significant public health crisis. According to the Centers for Disease Control and Prevention (CDC), the United States has experienced a dramatic rise in drug overdose deaths. In 2022, opioids were involved in over 75% of the nearly 107,000 drug overdose fatalities. From 2020 to 2021 alone, opioid-involved death rates increased by more than 15%, while synthetic opioid death rates increased by over 22%.

DNA4Addiction offers a convenient home testing kit for customers to collect a DNA sample and send it for analysis. Researchers have identified 15 genetic markers linked to opioid dependence. These markers influence susceptibility to developing opioid dependence through factors such as neurotransmitter activity, reward pathways, and substance sensitivity. The test analyzes these markers to assess genetic predisposition to opioid dependence. For example, variations in neurotransmitter function, like dopamine, can affect the brain’s reward system and related behaviors. The results categorize individuals into High Risk, Moderate Risk, or Reduced Risk levels based on specific genetic variations. While this test is not a diagnosis, it provides valuable insights for proactive health management.

“Having a genetic predisposition to opioid dependence can significantly impact an individual’s susceptibility to excessive opioid use,” stated David Jin, M.D., Ph.D., President and Chief Executive Officer of Avalon GloboCare. “Though it is not a diagnosis or guarantee, genetic factors play a crucial role in shaping one’s response to opioids, influencing tolerance, drug reaction, and the likelihood of developing dependence. Recognizing this predisposition is essential for early intervention and prevention efforts. LSM has developed the DNA4Addiction testing kit to provide insights into an individual’s genetic predisposition to opioid addiction. Results from this kit can empower people to make informed decisions about their health and well-being. With this knowledge, individuals can take proactive steps to mitigate risk and seek appropriate support and resources.”

Bob Forrest, Cofounder of Oro House Recovery Center and Brand Ambassador for DNA4Addiction, commented, “The opioid addiction crisis continues to escalate, making proactive measures more crucial than ever. DNA4Addiction equips individuals, especially parents, with the tools to understand addiction risks from a genetic perspective. This knowledge can guide necessary lifestyle changes and precautions to prevent falling victim to the addiction crisis. DNA4Addiction represents a significant advancement in overall wellness and combating addiction. Parents now have an invaluable resource to help protect their children. Given the prevalent use of opiates for pain management today, the importance and value of DNA4Addiction cannot be overstated.”

About Avalon GloboCare Corp.

Avalon GloboCare Corp. (NASDAQ: ALBT) is a commercial stage company dedicated to developing and delivering innovative, transformative, precision diagnostics and clinical laboratory services. Avalon is working to establish a leading role in the innovation of diagnostic testing, utilizing proprietary technology to deliver precise, genetics-driven results. The Company also provides laboratory services, offering a broad portfolio of diagnostic tests, including drug testing, toxicology, and a broad array of test services, from general bloodwork to anatomic pathology, and urine toxicology. For more information about Avalon GloboCare, please visit www.avalon-globocare.com.

For the latest updates on Avalon GloboCare’s developments, please follow our twitter at @avalongc_avco

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”, “anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, including statements regarding the ability to enter into a definitive agreement, as well as the Company’s commercialization, distribution and sales of its products and the ability to compete with other similar products. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Form 8-Ks filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the press release.

Contact Information:

Avalon GloboCare Corp.

4400 Route 9, Suite 3100

Freehold, NJ 07728

PR@Avalon-GloboCare.com

Investor Relations:

Crescendo Communications, LLC

Tel: (212) 671-1020 Ext. 304

albt@crescendo-ir.com

Cover	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2024
Entity File Number	001-38728
Entity Registrant Name	AVALON GLOBOCARE CORP.
Entity Central Index Key	0001630212
Entity Tax Identification Number	47-1685128
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4400 Route 9 South
Entity Address, Address Line Two	Suite 3100
Entity Address, City or Town	Freehold
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07728
City Area Code	732
Local Phone Number	780-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ALBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false