CHGA

RISK FACTORS An investment in our securities involves a high degree of risk.
You should carefully consider the risks described below, together with all of the other information included in this Annual Report, before making an investment decision.
Our business, financial condition, results of operations, and future prospects could be materially and adversely affected by any of the following risks.
The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
The risks described below are not the only risks facing our company.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.
Risks Relating to Our Business and Operations We have a limited operating history in our current business segments, which makes it difficult to evaluate our business and future prospects.
We have a limited operating history in our current businesses.
We were initially pursuing a biotech platform and, through our acquisition of RPM in December 2025, have pivoted to primarily operating as an AI company.
Because of this limited history, it is difficult to evaluate our proposed business and future prospects, including our ability to plan for and model future growth, and there is no guarantee that our AI platform or Keto Air businesses will result in profit or growth.
Investors should consider the risks, expenses, and difficulties frequently encountered by companies in the early stage of development.
There can be no assurance that we will successfully address any of these risks.
We have a history of net losses and an accumulated deficit, which raises substantial doubt about our ability to continue as a going concern.
Our results of operations have not resulted in profitability.
We incurred net losses from continuing operations of approximately $17.5 million and $7.0 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, we had an accumulated deficit of approximately $105.9 million.
There is no assurance that we will be successful in executing our business plan or that we will be able to curtail our losses.
There is substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm has included an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern depends on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and ultimately generate revenue.
We have not generated sustainable revenue since inception, and we may not be able to generate sufficient revenue to achieve or maintain profitability.
We have not yet developed a meaningful customer base and have not generated sustainable revenue since inception.
We are subject to the substantial risk of failure facing businesses seeking to develop and commercialize new products and technologies, and maintaining and improving our platform will require significant capital.
Our Keto Air product has generated minimal revenue to date, and we anticipate that it will take approximately one year from the date of this Annual Report for us to begin generating meaningful revenue from our RPM platform.
There can be no assurance that we will generate revenue at the levels we anticipate, or at all, and our failure to do so could have a material adverse effect on our business, financial condition, and results of operations.
We may not be successful in commercializing our AI platform or our Keto Air product, either of which would materially harm our business.
We may not be successful in our AI vodcasting and podcasting platform businesses or our sales of Keto Air.
Market acceptance of AI-driven offerings is uncertain, and we will rely on other companies, developers, and partners to build our product offerings.
Additionally, evolving laws and regulations in areas such as privacy, intellectual property, safety, competition, content regulation, and consumer protection may delay or impede the development of our products and services.
Our Keto Air product is currently operating as an early-stage commercial activity, and we are continuing to evaluate the future strategic direction of the Keto Air product line as we assess its commercial performance.
There can be no assurance that either of our current business segments will achieve market acceptance or commercial viability.
Our RPM platform is in an early stage of development and is based on new and evolving AI technologies, which are subject to significant uncertainty.
Our Catch-Up Vodcast and Podcast Platform is currently under development and is based on new and evolving AI systems and technologies.
This exposes us to risks including failure to gain market acceptance, inability to secure sufficient intellectual property rights, proprietary rights of third parties limiting our marketing efforts, failure to obtain sufficient user exposure, superior competing products, and the unpredictability of AI technology.
Our platform is currently in beta testing with a limited number of users, and Phase 2 of the platform — which will expand our addressable market beyond podcasters — is currently in development and expected to launch in Q3 of 2026.
There can be no assurance that Phase 2 will be completed on schedule or that it will achieve the commercial results we anticipate.
We face intense competition in both of our business segments, and many of our competitors have substantially greater resources than we do.
We face intense competition from numerous technology companies seeking to enter the generative AI-powered vodcasting and podcasting businesses.
Many of our current and potential competitors have significantly larger market presence, greater name recognition, access to more potential customers, and substantially greater financial, technical, sales, marketing, management, support, and other resources than we do.
In our consumer health technology segment, we compete with manufacturers and distributors of urine-based ketone test strips and other breath-based ketone monitoring devices, many of which have established retail distribution networks and marketing infrastructure that we currently lack.

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Gone since FY2024

Risk Factors in this Annual Report Unless otherwise indicated, references to “we,” “us,” “our,” “Company,” or “Avalon” mean Avalon GloboCare Corp. and its subsidiaries, and references to “fiscal” mean the Company’s fiscal year ended December 31.
On October 28, 2024, the Company effectuated a reverse stock split of the Company’s common stock at a ratio of 1-for-15 (the “Reverse Stock Split”).
All amounts and values presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented, unless otherwise indicated. ii PART I ITEM 1.
BUSINESS We are a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products.
We are currently marketing the Keto Air breathalyzer device and plan to develop additional diagnostic uses of the breathalyzer technology.
We also provided laboratory services in 2024 and 2023, offering a broad portfolio of diagnostic tests, including drug testing, toxicology, and a broad array of test services, from general bloodwork to anatomic pathology, and urine toxicology.
We completed an acquisition of a 40% membership interest in Laboratory Services MSO, LLC (“Lab Services MSO”), which closed in February 2023.
During 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, we and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40% equity interest in Lab Services MSO held by us.
Accordingly, beginning in February 2025, we no longer offer laboratory services.
In 2024, we initiated sales of our first diagnostic consumer product, Keto Air, a device that tests ketosis levels.
We had the following areas of focus in 2024 and 2023: Laboratory Acquisitions We had embarked on a laboratory rollup strategy focused on forming joint ventures and acquiring laboratories that were accretive to our commercial strategy.
As a first step, in February 2023, we acquired a 40% membership interest in Lab Services MSO.
Among other things, Lab Services MSO provides toxicology and wellness testing services, a broad portfolio of diagnostic tests, and a broad array of test services.
Research and Development We are focused on bringing forward intellectual property through joint patent filings with the Massachusetts Institute of Technology (“MIT”).
We completed a sponsored research and co-development project with MIT led by Professor Shuguang Zhang as Principal Investigator.
Using the unique QTY code protein design platform, six water-soluble variant cytokine receptors have been successfully designed and tested to show binding affinity to the respective cytokines.
We currently are focused on bringing forward the intellectual property associated with this program through joint patent submissions, new research and development has been suspended.
Product Commercialization We have begun the commercialization and development of a versatile breathalyzer system.
We were granted exclusive distributorship rights for the KetoAir from Qi Diagnostics for the following territories: North America, South America, the EU and the UK.
For our commercialization strategy, we intend to target the diabetes and obesity markets.
We sell the product through the KetoAir website and social media.
We believe the KetoAir device has some competitive advantages to other methods for measuring ketosis.
The KetoAir device is a handheld device that allows the user to detect acetone levels in exhaled breath.
The acetone level is in concentration units (ppm, part-per-million) such that the user will know his/her real-time ketosis status: inadequate ketosis (0-3.99 ppm), mild ketosis (4-9.99 ppm), optimal ketosis (10-40 ppm), or alarming level (> 40 ppm).
The KetoAir is registered with the United States Food and Drug Administration as a Class I medical device.
The device is also paired with an “AI Nutritionist” software program (via Bluetooth connection) which is downloadable from Google Play (for Android mobile phones, approved) and iPhone It helps users monitor and manage their ketogenic diet and related programs.
We believe the KetoAir can be an essential tool to help diabetic patients adhere to their therapeutic programs and optimize their ketogenic dietary management.
Other Areas In order to preserve cash and focus on our core laboratory rollup strategy and product commercialization, we have currently suspended all research and development efforts related to cellular therapy in order to redirect our funding efforts to our core business strategies outlined above.
China Operations Due to the winding down of the medical related consulting services segment, in November 2022, we decided to cease all operations in the People’s Republic of China (the “PRC”) with the exception of a small administrative office, in Beijing.
We do not expect nor do we plan that we will further operate in the PRC or generate revenue from PRC operations for the foreseeable future.
The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Name of Subsidiary Place and Date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc.
(“AHS”) Delaware May 18, 2015 100% held by Company Holding company for payroll and other expenses Avalon RT 9 Properties, LLC (“Avalon RT 9”) New Jersey February 7, 2017 100% held by Company Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd.
(“Avalon Shanghai”) PRC April 29, 2016 100% held by AHS Is not considered an operating entity Genexosome Technologies Inc.
(“Genexosome”) Nevada July 31, 2017 60% held by Company No current activities to report, dormant Avactis Biosciences Inc.
(“Avactis”) Nevada July 18, 2018 60% held by Company Dormant, is in process of being dissolved Avactis Nanjing Biosciences Ltd.
(“Avactis Nanjing”) PRC May 8, 2020 100% held by Avactis Dormant, is in process of being dissolved Avalon Laboratory Services, Inc.
(“Avalon Lab”) Delaware October 14, 2022 100% held by Company Laboratory holding company with a 40% membership interest in Lab Services MSO as of December 31, 2024 (1) Q&A Distribution LLC (“Q&A Distribution”) Texas May 1, 2024 100% held by Company Distributes KetoAir device (1) On February 26, 2025, we and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40% equity interest in Lab Services MSO held by us.
Sales and Marketing We launched sales of the KetoAir in the U.S. in 2024.
We have retained a marketing expert to assist us to bring this product to market through social media, influencer promotion and our website.
We launched this product at the 2024 “KetoCon” convention which took place May 31, 2024 in Austin Texas.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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