Avalon GloboCare Announces $4 Million Private Placement of Preferred Stock with the Company’s Chairman which Converts at a Significant Premium to Market; Proceeds to Support Acquisition of Laboratory Services
December 14 2022 - 8:00AM
Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ:
ALBT), a leading global developer of innovative cell-based
technologies and therapeutics and laboratory testing provider,
today announced that the Company completed a private placement of
shares of its Series A preferred stock with the Company’s Chairman,
Daniel Lu. The gross proceeds of the offering were $4.0 million,
which is in addition to the previously announced private placement
of $5 million of Series A preferred stock, all of which will be
used to pay a portion of the purchase price for the announced
acquisition of Laboratory Services MSO, LLC. As previously
announced, the Company’s Series A preferred stock is convertible
into shares of the Company’s common stock at price per share equal
to the greater of $1.00 or 90% of the closing price of the
Company’s common stock on the Nasdaq Stock Market on the day prior
to conversion. All holders of the Series A preferred stock will be
restricted from selling the shares of common stock issuable upon
conversion of the Series A preferred stock for a period of 9 months
and will be limited to selling no more than 10% of their shares of
common stock in any calendar month.
As announced on November 8, 2022, the Company
signed a definitive acquisition agreement to acquire a 60% interest
in Laboratory Services MSO, LLC, a premier reference laboratory
headquartered in Costa Mesa, California. The Company intends to
raise an additional $6.0 million through the sale of additional
shares of Series A preferred stock based on the same terms and
conditions as the prior private placements in order to fund the
remaining portion of the purchase price to consummate the closing
of the transaction.
“We are grateful for our Chairman’s continued
support, as illustrated by his personal participation in this
private placement,” stated David Jin, M.D., Ph.D., President and
Chief Executive Officer of Avalon GloboCare. “We believe that the
expected Laboratory Services acquisition will be a truly
transformative acquisition for Avalon, as it brings significant
revenue and positive cash flow, which we believe will be highly
accretive to earnings, while adding strong clinical synergies to
the existing Avalon portfolio. We are working diligently to close
this transaction, which we expect to complete within the next 30
days.”
A more complete description of the terms of the
private placement and related matters will be included in a Current
Report on Form 8-K to be filed by the Company with the U.S.
Securities and Exchange Commission (“SEC”), which report will be
available at the SEC’s website at www.sec.gov.
The securities described above were offered in a
private placement pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended
(the “Act”), and have not been and will not be registered under the
Act, and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Avalon GloboCare Corp.
Avalon GloboCare Corp. (NASDAQ: ALBT) is a
clinical-stage biotechnology company dedicated to developing and
delivering innovative, transformative cellular therapeutics,
precision diagnostics, and clinical laboratory services. Avalon
also provides strategic advisory and outsourcing services to
facilitate and enhance its clients’ growth and development, as well
as competitiveness in healthcare and CellTech industry markets.
Through its subsidiary structure with unique integration of
verticals from innovative R&D to automated bioproduction and
accelerated clinical development, Avalon is establishing a leading
role in the fields of cellular immunotherapy (including CAR-T/NK),
exosome technology (ACTEX™), and regenerative therapeutics. 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 may constitute “forward-looking statements.”
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 potential transaction and
financing and conditions to closing and the business of Laboratory
Services. 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).
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 3100Freehold, NJ 07728PR@Avalon-GloboCare.com
Investor Relations:Crescendo Communications, LLCTel: (212)
671-1020 Ext. 304albt@crescendo-ir.com
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