A business dispute over the transfer of preferred equity shares and alleged misrepresentations about board appointment rights has led to a lawsuit seeking millions in damages. The complaint was filed by Platinum Edge Limited on April 8, 2026, in the United States District Court for the District of New Jersey against Luisa Ingargiola and Meng Li, who are identified as officers of Avalon Globocare Corp.
According to the filing, Platinum Edge Limited claims that Ingargiola and Li made false statements while acting on behalf of Avalon Globocare Corp., where they served as Chief Financial Officer and Chief Executive Officer respectively. The plaintiff alleges that these representations induced it to accept an assignment of Series C Preferred Equity as partial satisfaction for a $1 million debt and to approve Avalon’s acquisition of RPM Interactive through the issuance of Series E Preferred Equity.
The background provided in the complaint outlines a series of transactions beginning with York Sun Investment Holding Limited’s purchase of 3,500 shares of Avalon’s Series C Preferred Equity under a Securities Purchase Agreement dated December 19, 2024. In May 2025, Avalon received notice from Nasdaq regarding non-compliance due to negative stockholder equity. The complaint states that this posed significant financial risk for both the company and its investors, including Ingargiola and Li.
The document details how Platinum lent approximately $1 million to York Sun in August 2025, with York Sun pledging its Series C shares as collateral. After York Sun defaulted on its loan later that year, Platinum sought assignment of those shares. At the same time, Avalon was negotiating an all-stock acquisition of RPM Interactive designed to restore compliance with Nasdaq listing requirements by raising stockholders’ equity above $2.5 million.
Platinum asserts that under various agreements and certificates governing these securities, its consent was required for both the merger transaction and certain share assignments. From December 9 to December 15, 2025, Ingargiola and Li allegedly represented that if Platinum approved the merger and accepted assignment of Series C shares from York Sun, it would be permitted to exercise all rights previously held by York Sun under the Securities Purchase Agreement—including converting preferred shares into common equity at an upcoming shareholder meeting and appointing a director to Avalon’s board.
The complaint includes quotations from correspondence between Platinum representatives and Ingargiola. For example, when pressed for clarification before approving the merger documents on December 10, 2025, Ingargiola wrote: “I need acknowledgement for [the Merger] signed now where is it[?]…[i]f we get delisted, it’s over, so no point talking about anything until we get this AI deal done.” Later communications indicated promises regarding director appointments: “[y]our board seat can be assigned at any time to whoever you want…will be immediately appointed.”
Relying on these assurances, Platinum issued written consent for the merger on December 12, 2025; the merger closed three days later. However, Platinum claims it was not informed that some Series C shares had already been transferred elsewhere or that certain obligations might not be honored due to potential conflicts with Nasdaq rules.
After several exchanges throughout January 2026—including meetings between representatives in Hong Kong—Platinum alleges that despite initial steps toward appointing its chosen director (including approval by Avalon’s board), no public disclosure or final appointment occurred. By February 2026, according to Platinum’s account based on discussions with other parties involved in Avalon’s operations post-merger, new conditions were placed on fulfilling prior commitments—such as requiring additional investment or manipulating share price levels.
The legal arguments presented include counts for common law fraud; federal securities fraud under Section 10(b) of the Securities Exchange Act; state securities fraud under New Jersey law; fraudulent inducement; and negligent misrepresentation. The plaintiff asserts it suffered losses including diminished investment value, loss or delay in voting rights associated with converted shares, dilution through subsequent financings without representation or input from its appointed director candidate, lost opportunities to sell shares or exercise conversion rights earlier than allowed by defendants’ actions.
For relief, Platinum seeks joint and several judgments against both defendants in amounts believed to exceed $5 million per count (with one count specifying more than $1 million), along with pre-judgment interest, consequential damages, punitive damages where applicable under law or contract terms cited in the complaint—and rescission of releases executed during disputed transactions.
The attorneys representing Platinum Edge Limited are Matthew P. Canini (signed), Randy Moonan, and Zachary Candelaria from Sills Cummis & Gross P.C., based in Newark. The case is identified as Case No. 3:26-cv-03721.
Source: 326cv03721_Platinum_Edge_Limited_v_Ingargiola_Complaint_District_New_Jersey.pdf
