Avalon GloboCare Announces Closing of Strategic Investment in Laboratory Services MSO, a Leading Clinical Diagnostics and Reference Laboratory Company
14 February 2023 - 1:00AM
Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ:
ALBT), a leading global developer of innovative cell-based
technology, cellular therapy and precision diagnostics, today
announced that it has acquired a 40% interest in Laboratory
Services MSO, LLC (“LSM”), a premier clinical diagnostics and
reference laboratory. Headquartered in Costa Mesa, California, LSM
provides a broad portfolio of diagnostic tests including drug
testing, toxicology, pharmacogenetics, and a broad array of test
services, from general bloodwork to anatomic pathology. Specific
capabilities include STAT blood testing, qualitative drug
screening, genetic testing, urinary testing, sexually transmitted
disease testing and more. LSM has a sophisticated and
state-of-the-art facility for clinical diagnostics and reference
laboratory. It has also developed a premier reputation for customer
service satisfaction and fast turnaround time in the industry. LSM
has completed over 600,000 tests since inception and currently has
two operational locations in California.
Total consideration for the transaction was $21
million, consisting of (i) $9 million in cash, (ii) $11 million in
shares of the Company’s Series B preferred stock, which are
convertible into shares of the Company’s common stock at a fixed
conversion price of $3.78 per share, and (iii) $1 million in cash
payable on February 9, 2024. The preferred shares will be
restricted from conversion for 12 months and thereafter will have
leak-out provisions restricting conversion to only 10% of total
holdings. In addition, the seller is also eligible, under the terms
set forth in the purchase agreement, to receive certain earnout
payments upon achievement of certain operating results, which may
be comprised of up to $10,000,000 of which (iv) up to $5,000,000
will be paid in cash and (v) up to $5,000,000 will be paid pursuant
to the issuance of the number of shares of Company common stock
valued at $5,000,000, calculated using the closing price of the
Company’s common stock on December 31, 2023.
In connection with the transaction, the parties
entered into an operating agreement, whereby the Company will
receive a pro rata percentage of LSM’s net income. The Company also
has an exclusive option for nine months to purchase an additional
20% of LSM for $6 million in cash and $4 million in additional
shares of the Company’s Series B preferred stock.
David Jin, M.D., Ph.D., President and Chief
Executive Officer of Avalon, commented, “We are excited to close
this initial investment as a first step, and anticipate acquiring a
controlling interest within the next nine months. Not only is this
transaction expected to be accretive to our earnings, we believe it
also adds strong clinical and roll-up synergies to the existing
Avalon portfolio and future growth plan. By combining LSM’s
established infrastructure with Avalon’s cutting-edge diagnostic
and cellular immunotherapy platforms, it provides us with an
established roadmap and framework in the context of integrating our
CellTech/therapeutic programs with precision medicine.”
“Our goal is to take advantage of a unique
roll-up opportunity within the highly fragmented market for
laboratory testing and services. By targeting laboratories with
exceptional performance, positive revenue track record and
niche-market advantage, we believe we can effectively leverage
LSM’s experience and infrastructure to achieve significant
synergies with respect to revenue growth and market shares,”
concluded Dr. Jin.
A more complete description of the transaction
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 will be available at the SEC’s website
at www.sec.gov.
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 transaction 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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