Avalon GloboCare Corp.
For the period ended Jun 9, 2026. Filed Apr 17, 2026.
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Jun 9, 2026 · Filed Apr 17, 2026
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**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 |
**avalon globocare corp.
**4400 Route 9 South, Suite 3100
Freehold, NJ 07728
(732) 780-4400
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2026
To the Stockholders of Avalon GloboCare Corp.:
The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Avalon GloboCare Corp., a Delaware corporation (the “Company,” “we,” “us,” or “our”), will be held on June 9, at 9:00 a.m. Eastern Time. The 2026 Annual Meeting will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/ALBT2026.
In addition to voting by submitting your proxy prior to the 2026 Annual Meeting, you also will be able to vote your shares electronically during the 2026 Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the 2026 Annual Meeting, the holders of our outstanding common stock will act on the following matters:
| 1. | To elect members of the Company’s board of directors (the “Board”) to serve for a one-year term to expire at the 2027 annual meeting of stockholders; |
| 2. | To ratify the appointment of M&K CPAS, PLLC (“M&K”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve the Avalon GloboCare Corp. 2026 Stock Incentive Plan (the “2026 Plan”); |
| 4. | To approve, on an advisory basis, the 2025 compensation of our named executive officer (Say-on-Pay); |
| 5. | To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), (i) the issuance of Series A-1 warrants to purchase up to 6,372,550 shares of common stock (the “Series A-1 Warrants”), (ii) the issuance of Series A-2 warrants to purchase up to 6,372,550 shares of common stock (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Warrants”), (iii) the issuance of warrants (the “Placement Agent Warrants”) to purchase up to 318,628 shares of common stock issued to H.C. Wainwright & Co., LLC (the “Placement Agent”) and (iv) the shares of common stock issuable upon the exercise of the Warrants and the Placement Agent Warrants all issued in connection with our private placement that closed on February 27, 2026; |
| 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 June 9, 2027 without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); and |
| 7. | To transact such other business as may properly be brought before the 2026 Annual Meeting or any adjournment or postponement thereof. |
Our Board unanimously recommends that you vote: “FOR” the election of our Board’s director nominees (Proposal 1); “FOR” the ratification of the appointment of M&K as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); “FOR” the approval of the 2026 Plan (Proposal 3); “FOR” the approval, on an advisory basis, of the 2025 compensation of our named executive officers disclosed in this proxy statement (Proposal 4); “FOR” approval of the issuance of the Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise thereof issued in connection with our private placement that closed on February 27, 2026 (Proposal 5); and “FOR” the Reverse Stock Split Proposal (Proposal 6).
Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about 15, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on our books at the close of business on April 15, 2026, the Record Date for the 2026 Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.
If you are a stockholder of record, you may vote in one of the following ways:
| ● | Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website); |
| ● | Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; |
| ● | Vote by phone by calling 1-800-690-6903; or |
| ● | Vote online at the 2026 Annual Meeting at www.virtualshareholdermeeting.com/ALBT2026. |
If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
The 2026 Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The 2026 Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/ALBT2026and entering your 16-digit control number (included on the Notice mailed to you).
Whether or not you plan to attend the 2026 Annual Meeting virtually, we urge you to take the time to vote your shares.
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, |
|---|---|
| April 17, 2026 | /s/ Wenzhao Lu |
| Wenzhao “Daniel” Lu | |
| Chairman of the Board of Directors |
**avalon globocare corp.
**4400 Route 9 South, Suite 3100
Freehold, NJ 07728
(732) 780-4400
PROXY STATEMENT
**FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026
Annual MEETING TO BE HELD ON JUNE 9, 2026
Copies of this proxy statement, the form of proxy card and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) are available without charge at www.ProxyVote.com, by telephone at 1-800-579-1639, by email to sendmaterial@proxyvote.com, or by notifying our Corporate Secretary, in writing, at Avalon GloboCare Corp., 4400 Route 9 South, Suite 3100, Freehold, NJ 07728.
The board of directors (“Board” or “Board of Directors”) of Avalon GloboCare Corp. (“Company,” “we,” “us,” or “our”) is soliciting the enclosed proxy for use at its 2026 annual meeting of stockholders (the “2026 Annual Meeting” or “Annual Meeting”). The 2026 Annual Meeting will be held on June 9, 2026 at 9:00 a.m. Eastern Time, and will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/ALBT2026.
On or about April 15, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement and the 2025 Annual Report, and view instructions on how to vote. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 7 |
| CORPORATE GOVERNANCE | 9 |
| DIRECTOR COMPENSATION | 16 |
| AUDIT COMMITTEE REPORT | 17 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 19 |
| PAY VERSUS PERFORMANCE | 24 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 25 |
| PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026 | 28 |
| PROPOSAL 3: APPROVAL OF THE AVALON GLOBOCARE CORP. 2026 STOCK INCENTIVE PLAN | 30 |
| PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE 2025 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY) | 36 |
| PROPOSAL 5: APPROVAL OF WARRANTS, PLACEMENT AGENT WARRANTS AND SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF | 37 |
| PROPOSAL 6: THE REVERSE STOCK SPLIT PROPOSAL | 42 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 49 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 53 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 54 |
| OTHER MATTERS | 54 |
| APPENDIX A: AVALON GLOBOCARE CORP. 2026 STOCK INCENTIVE PLAN | A-1 |
| APPENDIX B: FORM OF SERIES A-1 AND SERIES A-2 WARRANT | B-1 |
| APPENDIX C: FORM OF PLACEMENT AGENT WARRANT | C-1 |
| APPENDIX D: CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION | D-1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.