Avalon GloboCare Completes All‑Stock Acquisition of RPM Interactive, Aiming to Resolve Nasdaq Equity Deficiency

AWX
December 15, 2025

Avalon GloboCare Corp. (NASDAQ: ALBT) completed an all‑stock acquisition of RPM Interactive, Inc. on December 12 2025, and announced the transaction on December 15 2025. The deal created a new subsidiary, Avalon Quantum AI, LLC, and involved the issuance of 19,500 shares of Series E Non‑Voting Convertible Preferred Stock to RPM shareholders, representing a purchase price of $19.5 million.

The acquisition was structured to address Avalon’s long‑standing Nasdaq minimum stockholders’ equity deficiency. Prior to the deal, the company reported a stockholders’ equity deficit of $3.89 million as of March 31 2025. By adding the $19.5 million of preferred equity, Avalon believes its equity balance now exceeds the $2.5 million threshold required for continued Nasdaq listing, although formal confirmation from Nasdaq is pending.

Strategically, the transaction marks a pivot from Avalon’s traditional waste‑management and golf‑hospitality businesses into the high‑growth AI‑content space. RPM’s “Catch‑Up” platform is a generative‑AI SaaS that automates short‑form video production. Avalon plans to integrate Catch‑Up into the marketing mix for its KetoAir breath‑analysis device and other precision‑wellness products, potentially expanding digital reach and creating new revenue streams.

Financially, the 19,500 Series E shares carry a stated value of $1,000 each and a conversion price of $1.50. Conversion is restricted until May 12 2026 and requires shareholder approval, meaning the transaction introduces potential dilution if the company’s share price rises above $1.50. The preferred shares are non‑voting, preserving existing control while providing capital to shore up equity.

Additional corporate context includes a pending merger with YOOV Group Holdings Limited, which remains in the negotiation phase, and the appointment of RPM CEO Michael Mathews to Avalon’s Board of Directors. Myseum, Inc. sold its approximately 34 % stake in RPM for about $6.5 million as part of the transaction, further consolidating ownership. These moves underscore Avalon’s intent to streamline its capital structure and focus on AI‑enabled growth.

The acquisition carries both opportunities and risks. On the upside, resolving the Nasdaq compliance issue protects Avalon’s listing status and positions the company to leverage AI for marketing and product differentiation. On the downside, the preferred equity issuance introduces dilution risk and the company must still secure Nasdaq’s formal approval. Investors will likely view the deal as a necessary step toward stabilizing the company’s capital base while signaling a strategic shift toward technology‑driven growth.

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