Avalon GloboCare Corp.

As filed with the Securities and Exchange Commission April 8, 2026

Registration Statement No. 333-[*]

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AVALON GLOBOCARE CORP.

(Exact name of registrant as specified in its charter)

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

**(732) 780-4400

**(Address and telephone number of registrant’s principal executive offices)

Luisa Ingargiola

**Avalon GloboCare Corp.

Chief Financial Officer

4400 Route 9 South, Suite 3100

Freehold, New Jersey 07728

**(732) 780-4400

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard A. Friedman, Esq.

Gregory Carney, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Tel: (212) 653-8700

Fax: (212) 653-8701

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Avalon GloboCare Corp.

Up to 19,436,278 Shares of Common Stock

Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of 19,436,278 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Avalon GloboCare Corp., (the “Company,” “we,” “us” or “our”) consisting of (i) 490,197 shares (the “Common Shares”) of Common Stock issued pursuant to a securities purchase agreement entered into by and between us and certain institutional investors dated February 26, 2026 (the “Purchase Agreement”), (ii) 5,882,353 shares (the “Pre-Funded Warrant Shares”) of Common Stock that are issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) at an exercise price of $0.0001 per share issued pursuant to the Purchase Agreement, (iii) up to 6,372,550 shares (the “Series A-1 Warrant Shares”) of Common Stock issuable upon exercise of Series A-1 warrants (the “Series A-1 Warrants”) at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, (iv) up to 6,372,550 shares (the “Series A-2 Warrant Shares”) of Common Stock issuable upon exercise of Series A-2 warrants (the “Series A-2 Warrants”) at an exercise price of $0.51 per share issued pursuant to the Purchase Agreement, and (v) up to 318,628 shares (the “Placement Agent Warrant Shares,” together with the Pre-Funded Warrant Shares, the Series A-1 Warrant Shares, the Series A-2 Warrant Shares and the Placement Agent Warrant Shares, the “Warrant Shares”) of Common Stock issuable upon exercise of warrants (the “Placement Agent Warrants,” together with the Pre-Funded Warrants, the Series A-1 Warrants, and the Series A-2 Warrants, the “Warrants”) at an exercise price of $0.6375 per share issued pursuant to the engagement letter dated as of February 26, 2026, by and between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”).

We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect to the 18,946,081 shares of Common Stock offered hereby, would result in gross proceeds to us of approximately $6.7 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds.

The Pre-Funded Warrants are exercisable on February 26, 2026 and anytime thereafter until such Pre-Funded Warrants are exercisable in full. Each of the Series A-1 Warrants, Series A-2 Warrants and Placement Agent Warrants are not exercisable until the stockholders of the Company approve the issuance of such Series A-1 Warrants, Series A-2 Warrants and Placement Agent Warrants and shares of Common Stock underlying such warrants (the “Stockholder Approval Date”). The Series A-1 Warrants will expire five (5) years following the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen (18) months following the Stockholder Approval Date. The Placement Agent Warrants are exercisable for five (5) years the Stockholder Approval Date. The holders of the Shares are each referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.”

This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. The Common Shares and the Warrants were each issued to the applicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional information regarding the issuance of the Common Shares, the Warrants and the Warrant Shares, see “March 2026 Private Placement” beginning on page 13.

The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning on page 52.

The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Shareholder may sell its Shares in the section titled “Plan of Distribution” on page 54.

Our Common stock is listed on The Nasdaq Capital Market under the symbol “ALBT”. On April 7, 2026, the closing price as reported on The Nasdaq Capital Market was $[*] per share. There is no established public trading market for the Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the Warrants will be limited. In addition, we do not intend to list the Warrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [*] , 2026

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