Avalon GloboCare Corp. (ALBT): M&A transaction — Avalon GloboCare acquires 40% of Laboratory Services MSO for $21M

Avalon GloboCare Corp.

Total consideration $21M: $9M cash, $11M in Series B Convertible Preferred stock (11,000 shares at $1,000 stated value), plus $1M anniversary payment due Feb 9, 2024.
Seller eligible for earnout up to $10M, with up to $5M cash and $5M in common stock based on Dec 31, 2023 closing price.
Buyer has option to purchase additional 20% of Lab Services MSO within 9 months for $6M cash + $4M in Series B preferred stock.
Series B Preferred converts to common at $3.78/share, subject to one-year lock-up period and monthly 10% resale limit thereafter.
Sarah Cox retained as consultant; Meng Li continues as COO and board member.

item 1.01 item 5.03 item 2.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Avalon GloboCare Corp. completed an acquisition involving SCBC Holdings LLC for $21,000,000 (closed 2023-02-09).

Action: acquisition
Counterparty: SCBC Holdings LLC
Consideration: $21,000,000
Closing: 2023-02-09

Exact text from the filing

Services MSO (the “ Purchased Interests ”), free and clear of all liens (the “ Transaction ”). The consideration paid by Buyer to Seller for the Purchased Interests consisted of $21,000,000, which comprised of (i) $9,000,000 in cash, (ii) $11,000,000 pursuant to the issuance of 11,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.4

Avalon GloboCare Corp. entered into Amended MIPA with Seller.

Action: entry
Counterparty: Seller

Exact text from the filing

he Series B Preferred Stock to the Seller, the terms of which are set forth below. The Company designated up to 15,000 shares of the

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Avalon GloboCare Corp. filing history →

Source: SEC EDGAR

accession 0001213900-23-010503

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