Avalon GloboCare Corp.

For the period ended Mar 30, 2026. Filed Mar 2, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 30, 2026 · Filed Mar 2, 2026

Use the contents to explore the available documents and sections.

CHGA$0.84-1.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

DEF 14A 1 ea0279273-def14a_avalon.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14A-12

AVALON GLOBOCARE CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

4400 Route 9 South, Suite 3100

Freehold, NJ 07728

(732) 780-4400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on March 30, 2026

Dear Stockholders of Avalon GloboCare Corp.:

You are invited to attend a special meeting (the “Meeting”) of stockholders of Avalon GloboCare Corp., a Delaware corporation (“Avalon,” “we,” “us,” “our,” or the “Company”), to be held on Monday, March 30, 2026 at 10:00 a.m. Eastern Time. The Meeting will be convened and conducted in a virtual meeting format. Stockholders will not be able to attend the Meeting in person. The accompanying proxy statement includes instructions on how to attend the Meeting and how to vote and submit questions.

At the Meeting, our stockholders will consider and vote upon the following items:

1.	To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion of convertible promissory notes (the “July 2025 Convertible Notes”) issued to certain accredited investors on July 3, 2025 (the “July 2025 Note Conversion Proposal”);
2.	To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), (i) the issuance of shares of the Company’s common stock issuable upon conversion of an unsecured bridge note (the “December 2025 Note”) issued to an accredited investor on December 11, 2025 and (ii) the issuance of 100,000 shares (the “Commitment Shares”) of the Company’s common stock to be issued as a commitment fee (the “December 2025 Note Proposal”);
3.	To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) (the “Series C Preferred Stock Conversion Proposal”);
4.	To approve, for the purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the closing of the transactions (the “Exchange Transaction”) contemplated by that certain Exchange Agreement (the “Exchange Agreement”) dated February 18, 2026 by and between the Company and Wenzhao Lu, the Chairman of the Company’s board of directors, pursuant to which the Company has agreed, subject to stockholder approval, to exchange 5,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), held by Mr. Lu for 2,074,689 shares of the Company’s common stock (the “Exchange Proposal”);

5.	To approve, for the purposes of complying with Nasdaq Listing Rule 5636(c), the issuance of 450,000 shares of our restricted common stock pursuant to that certain consulting agreement dated as of December 1, 2025, as amended on February 16, 2026 (as amended, the “Consulting Agreement”) by and between the Company and a consultant (the “Advisor”) for certain advisory services (the “Advisor Shares Proposal”);
6.	To approve a proposal to give our board of directors the authority, at its discretion, to file a certificate of amendment to our amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to effect a reverse split of our issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-25, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our Certificate of Incorporation and before March 30, 2028 without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); and
7.	To approve the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals (the “Adjournment Proposal”).

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

The record date for the Meeting is February 17, 2026. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Meeting, or any adjournment or postponement thereof.

You are cordially invited to participate in the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the Meeting.Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone as promptly as possible to ensure your shares will be represented at the Meeting.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Campaign Management:

Strategic Stockholder Advisor and Proxy Solicitation Agent

15 West 38 th Street, Suite #747, New York, New York 10018

North American Toll-Free Phone:

1-844-410-4009

Email: info@campaign-mgmt.com

Call Collect Outside North America: +1 (212) 632-8422

Freehold, New Jersey	By order of the Board of Directors,
March 2, 2026	/s/ Wenzhao Lu
	Wenzhao “Daniel” Lu
	Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

The notice of special meeting and the proxy statement and form of proxy card are available at https://www.avalon-globocare.com/investors/sec-filings.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT, THE SPECIAL MEETING AND VOTING	1
PROPOSAL NO. 1: THE JULY 2025 NOTE CONVERSION PROPOSAL	8
PROPOSAL NO. 2: THE DECEMBER 2025 NOTE PROPOSAL	10
PROPOSAL NO. 3: THE SERIES C PREFERRED STOCK CONVERSION PROPOSAL	12
PROPOSAL NO. 4: THE EXCHANGE PROPOSAL	16
PROPOSAL NO. 5: THE ADVISOR SHARES PROPOSAL	19
PROPOSAL NO. 6: THE REVERSE STOCK SPLIT PROPOSAL	20
PROPOSAL NO. 7: THE ADJOURNMENT PROPOSAL	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28
STOCKHOLDER PROPOSALS OR NOMINATIONS TO BE PRESENTED AT NEXT ANNUAL MEETING	30
HOUSEHOLDING OF PROXY MATERIALS	30
WHERE YOU CAN FIND MORE INFORMATION	31
OTHER MATTERS	31
APPENDIX A: AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECTUATE THE REVERSE STOCK SPLIT PROPOSAL	A-1
APPENDIX B: CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK	B-1
APPENDIX C: EXCHANGE AGREEMENT	C-1

PROXY STATEMENT

**SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 30, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.