UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification Number) |
(Address of principal executive offices)
(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) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 | ||
| The |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on May 22, 2025, Avalon GloboCare Corp. (the “Company”) received a letter (the “May Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company’s stockholders’ equity of ($3,891,270), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, was below the required minimum of $2,500,000, and because, as of May 22, 2025, the Company did not meet the alternative compliance standards, relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.
The May Nasdaq Letter had no immediate impact on the listing of the Company’s common stock, which continued to be listed and traded on The Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. Following the Company’s submission of a plan to regain compliance with Listing Rule 5550(b)(1), Nasdaq granted the Company an extension of up to 180 calendar days from May 22, 2025, or through November 18, 2025, to regain compliance.
On November 19, 2025, the Company received a letter (the “November Nasdaq Letter”) from Nasdaq indicating that the Company was not in compliance with Listing Rule 5550(b). Unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s common stock would be subject to suspension/delisting. Accordingly, the Company plans to timely request a hearing before the Panel, which request will automatically stay any suspension or delisting action by Nasdaq pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.
The Company, by filing this Current Report on Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).
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: November 21, 2025 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |