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| CIK | 1630212 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Avalon GloboCare Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
Exhibit 3.1 |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction (Commission F |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| August 28, 2025 |
Avalon GloboCare to Launch Online Sales of KetoAir Breathalyzer in the United Kingdom Exhibit 99.1 Avalon GloboCare to Launch Online Sales of KetoAir Breathalyzer in the United Kingdom FREEHOLD, N.J., August 28, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of precision diagnostic consumer products, today announced that it will launch the sales of KetoAir™ breathalyzer device and related accessories in the United Kingdom (“UK |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant as spe |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| August 5, 2025 |
Filed by Avalon GloboCare Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Avalon GloboCare Corp. Commission File No.: 333-286738 On July 28, 2025, Avalon GloboCare Corp. published the following press release: Avalon GloboCare Enters into Distribution Agreement wi |
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| August 5, 2025 |
Avalon GloboCare Announces Patent Issuance for Novel CAR-T and CAR-NK Cell Technology in Hong Kong Filed by Avalon GloboCare Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Avalon GloboCare Corp. Commission File No.: 333-286738 On July 14, 2025, Avalon GloboCare Corp. published the following press release: Avalon GloboCare Announces Patent Issuance for Novel C |
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| August 5, 2025 |
Filed by Avalon GloboCare Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Avalon GloboCare Corp. Commission File No.: 333-286738 On June 26, 2025, Avalon GloboCare Corp. published the following press release: Avalon GloboCare and Qi Diagnostics Enter into Definit |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 29, 2025 |
Waiver by and between the Company and Investor, dated as of July 28, 2025 Exhibit 10.1 WAIVER This waiver (“Waiver”) with respect to the senior secured promissory note, dated June 5, 2024 (the “Note”), is entered into as of July 28, 2025 (the “Execution Date”), by and between Avalon GloboCare Corp., a Delaware corporation (the “Company”) and Mast Hill Fund, L.P., a Delaware limited partnership (“Holder”). The Company and the Holder entered into the Note pursuant to a se |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 28, 2025 |
Exhibit 99.1 Avalon GloboCare Enters into Distribution Agreement with Saga Health for KetoAir Targeting First Responders FREEHOLD, N.J., July 28, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of precision diagnostic consumer products, today announced that its subsidiary, Q&A Distribution, LLC, has entered into a wholesale distribution agreem |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 23, 2025 |
Securities Purchase Agreement by and between the Company and Investor, dated as of July 21, 2025 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 21, 2025, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205, Braintr |
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| July 18, 2025 |
Registration Rights Agreement by and between the Company and Investor, dated as of July 14, 2025 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2025, by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), and BROWN STONE CAPITAL LTD., a corporation organized under the laws of England and Wales (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined h |
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| July 18, 2025 |
Warrants issued by the Company to Investor, dated as of July 14, 2025 Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT AVALON GLOBOCARE CORP. Warrant Shares: 354,300 Issue Date: July 14, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Brown Stone Capital Ltd., a corporation organized under the laws of England and Wales, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations |
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| July 18, 2025 |
Securities Purchase Agreement by and between the Company and Investor, dated as of July 14, 2025 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2025, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and BROWN STONE CAPITAL LTD., a corporation organized under the laws of England and Wales, with its address at Rear |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 14, 2025 |
Avalon GloboCare Announces Patent Issuance for Novel CAR-T and CAR- NK Cell Technology in Hong Kong Exhibit 99.1 Avalon GloboCare Announces Patent Issuance for Novel CAR-T and CAR- NK Cell Technology in Hong Kong FREEHOLD, N.J., July 14, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of precision diagnostic consumer products, today announced the issuance of a new standard patent by the Hong Kong Intellectual Property Department (HKIPD) for |
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| July 9, 2025 |
Promissory Note between the Company and Lawrence Bruno, dated July 3, 2025 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 3, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 9, 2025 |
Promissory Note between the Company and Anthony Macaluso, dated July 3, 2025 Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| June 26, 2025 |
Definitive Agreement by and between the Company, Q&A, and Qi Diagnostics dated June 23, 2025 Exhibit 10.1 DEFINITIVE AGREEMENT This Definitive Agreement (the “Agreement”) is made and entered into as of June 23, 2025 (the “Effective Date”) by and between Q&A Distribution LLC (Q&A), a Texas company with office address at 1702 Northtown Dr., Grand Prairie, Tx 75050, USA, and Qi Diagnostics Limited (“Qi Diagnostics”), a medical device company with office address at 10/F, 20 Bute Street, Mongk |
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| June 26, 2025 |
Exhibit 99.1 Avalon GloboCare and Qi Diagnostics Enter into Definitive Agreement to Co-Develop Real-Time Cannabis Breathalyzer for Detecting Potential Impaired Driving FREEHOLD, N.J., June 26, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of precision diagnostic consumer products, today announced that it entered into a definitive agreement w |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 13, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Avalon GloboCare Corp. |
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| June 13, 2025 |
As filed with the Securities and Exchange Commission on June 12, 2025 As filed with the Securities and Exchange Commission on June 12, 2025 Registration No. |
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| June 10, 2025 |
Mark Wong Combined Company Executive Retention Agreement. Exhibit 10.113 AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT This Amended and Restated Executive Retention Agreement (the “Agreement”) is made and entered into by and between YOOV, a Singapore corporation (the “Company”) and Mark Wong (the “Executive”) as of , 2025 to be effective upon the “Merger” (defined below) (the “Effective Date”). Recitals: WHEREAS, the Executive is a key employee of t |
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| June 10, 2025 |
Ingargiola Combined Company Executive Retention Agreement. Exhibit 10.111 AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT This Amended and Restated Executive Retention Agreement (the “Agreement”) is made and entered into by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”) and LUISA INGARGIOLA (the “Executive”) as of , 2025 to be effective upon the “Merger” (defined below) (the “Effective Date”). Recitals: WHEREAS, the Executiv |
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| June 10, 2025 |
Wong Combined Company Executive Retention Agreement. Exhibit 10.112 AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT This Amended and Restated Executive Retention Agreement (the “Agreement”) is made and entered into by and between YOOV, a Singapore corporation (the “Company”) and Phil Wong (the “Executive”) as of , 2025 to be effective upon the “Merger” (defined below) (the “Effective Date”). Recitals: WHEREAS, the Executive is a key employee of t |
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| June 10, 2025 |
As filed with the Securities and Exchange Commission on June 10, 2025 As filed with the Securities and Exchange Commission on June 10, 2025 Registration Statement No. |
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| June 4, 2025 |
Securities Purchase Agreement, between the Company and Investor, dated as of June 4, 2025. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2025, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and York Sun Investment Holding Limited (旭昇投資控股有限公司), a British Virgin Islands company, with its address at Blackburn |
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| June 4, 2025 |
Exhibit 10.3 State of Delaware Secretary of State Division of Corporations Delivered 11:17 AM 05/29/2025 FILED 11:17 AM 05/29/2025 SR 20252773385 - File Number 5576616 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK OF Avalon GloboCare Corp. a Delaware corporation Pursuant to Section 242 of the General Corporation Law of the |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction (Commission File Number) (I.R.S. |
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| June 4, 2025 |
Waiver, between the Company and Holder, dated as of May 29, 2025. Exhibit 10.2 WAIVER This waiver (“Waiver”) with respect to the senior secured promissory note, dated June 5, 2024 (the “Note”), is entered into as of May 29, 2025 (the “Effective Date”), by and between Avalon GloboCare Corp., a Delaware corporation (the “Company”) and Mast Hill Fund, L.P., a Delaware limited partnership (“Holder”). The Company and the Holder entered into the Note pursuant to a sec |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38728 AVALON GLOBOCARE CORP. (Exact name of registrant as sp |
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| April 29, 2025 |
Avalon GloboCare Advances Proposed Merger with YOOV with Filing of Registration Statement Exhibit 99.1 Avalon GloboCare Advances Proposed Merger with YOOV with Filing of Registration Statement FREEHOLD, N.J., April 29, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products, and YOOV Group Holding Limited (“YOOV”), a provider of highly advanced art |
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| April 29, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| April 29, 2025 |
Avalon GloboCare Advances Proposed Merger with YOOV with Filing of Registration Statement Exhibit 99.1 Avalon GloboCare Advances Proposed Merger with YOOV with Filing of Registration Statement FREEHOLD, N.J., April 29, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products, and YOOV Group Holding Limited (“YOOV”), a provider of highly advanced art |
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| April 24, 2025 |
Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Avalon GloboCare Corp. (the “Company”) plans to file a Registration Statement on Form S-4 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as |
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| April 24, 2025 |
Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Avalon GloboCare Corp. (the “Company”) plans to file a Registration Statement on Form S-4 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as |
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| April 24, 2025 |
Exhibit 10.110 YOOV INTERNET TECHNOLOGY LIMITED Unit 2601-04, 26/F, Tamson Plaza, 161 Wai Yip St, KT 5989 9515 390 64391 2110 3637 [email protected] www.YOOV.com BYOB.com.hk EMPLOYMENT CONTRACT PRIVATE AND CONFIDENTIAL 29 July 2019 WONG Ling Yan Philip Flat H, 16/F, Tower 4 Kwan Fung Mansion Lee King Wan Sai Wan Ho, Hong Kong Dear Mr. Wong, LETTER OF APPOINTMENT We are pleased to offer you employment wi |
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| April 24, 2025 |
Exhibit 10.108 EMPLOYMENT CONTRACT PRIVATE AND CONFIDENTIAL 10 March 2023 Mr. LAI Kam Fu (Kenny) 37/F, Flat D, Tower 5, Sky Tower, 38 Sung Wong Toi Road, Kowloon Dear Kenny, LETTER OF APPOINTMENI We are pleased to offer you employment with YOOV Internet Technology (HK) Limited (“YOOV”). The offer is made under the following terms and conditions: 1. Job Title Chief Financial Officer 2. Commencement |
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| April 24, 2025 |
Exhibit 10.109 YOOV INTERNET TECHNOLOGY LIMITED Unit 2303, 23/F, Tomson Plaza, 161 Wai Yip St, KT [email protected] 3906 4391 2110 3637 www.YOOV.com EMPLOYMENT CONTRACT LETTER OF APPOINTMENT - TERMS AND CONDITIONS 1. Parties Named 1.1 The Company: YOOV Internet Technology Limited (YOOV), an independently owned and operated facility, established on October 19, 2012 under Hong Kong law. YOOV offers intern |
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| April 24, 2025 |
Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Avalon GloboCare Corp. (the “Company”) plans to file a Registration Statement on Form S-4 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as |
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| April 24, 2025 |
Amended and Restated 2020 Stock Incentive Plan. Exhibit 10.107 AVALON GLOBOCARE CORP. AMENDED AND RESTATED 2020 STOCK Incentive Plan 1. Establishment and Purpose 1.1 The purpose of the Avalon GloboCare Corp. Amended and Restated 2020 Stock Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement |
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| April 24, 2025 |
Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Avalon GloboCare Corp. (the “Company”) plans to file a Registration Statement on Form S-4 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as |
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| April 24, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 AVALON GLOBOCARE CORP. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock 457(f |
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| April 24, 2025 |
As filed with the Securities and Exchange Commission on April 24, 2025 As filed with the Securities and Exchange Commission on April 24, 2025 Registration Statement No. |
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| April 24, 2025 |
Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Avalon GloboCare Corp. (the “Company”) plans to file a Registration Statement on Form S-4 (together with any amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as |
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| April 15, 2025 |
Exhibit 99.1 Avalon GloboCare Partners with SpecialtyHealth, Inc. to Power Police Chiefs’ Fitness Challenge with KetoAir Avalon’s KetoAir™ breathalyzer used to maintain progress for law enforcement to establish and meet their BrAce goals during the ongoing BrAce 4 Impact Challenge FREEHOLD, N.J., April 15, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a |
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| April 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 10, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| April 10, 2025 |
Avalon GloboCare Announces Issuance of Patent for Novel CAR-T and CAR-NK Cell Technology in China Exhibit 99.1 Avalon GloboCare Announces Issuance of Patent for Novel CAR-T and CAR-NK Cell Technology in China FREEHOLD, N.J., April 10, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products, announced today that it has been granted the patent right and Cert |
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| April 1, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 1, 2025 |
Exhibit 99.1 Avalon GloboCare Partners with Pounds Transformation Clinics to Unveil the KetoAir BrAce 4 Impact Challenge Series KetoAir Now In Stock at All Three Pounds Transformation Clinics in Connecticut FREEHOLD, N.J., April 1, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a commercial-stage company dedicated to developing and delivering precision d |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number: 001-38728 (Exact name of registrant as specified in its charter) Delaware 47-1685128 (St |
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| March 31, 2025 |
Exhibit 19.1 AVALON GLOBOCARE CORP. Statement of Company POLICY on Insider Trading and Disclosure This memorandum sets forth the policy of Avalon GloboCare Corp. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Statement of Company Policy on Insider Trading and Disclosu |
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| March 31, 2025 |
Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary, which includes applicable provisions of the Delaware General Corporation Law (the “DGCL”), describes material provisions of the capital stock of Avalon GloboCare Corp., a Delaware corporation (“we”, “us” or the “Company”), and is intended as a summa |
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| March 10, 2025 |
Exhibit 10.2 FORM OF VOTING AND SUPPORT AGREEMENT This Company Voting and Support Agreement (this “Agreement”), dated as of March 7, 2025, is entered into by and among Avalon GloboCare Corp., a Delaware corporation ( “PubCo”), YOOV Group Holding Limited, a British Virgin Islands company (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement and hol |
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| March 10, 2025 |
Exhibit 3.2 CERTIFICATE OF ELIMINATION OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF AVALON GLOBOCARE CORP. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Avalon GloboCare Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the |
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| March 10, 2025 |
Exhibit 2.1 Execution Version Strictly Confidential AGREEMENT AND PLAN OF MERGER by and among YOOV GROUP HOLDING LIMITED, AVALON GLOBOCARE CORP. and NEXUS MERGERSUB LIMITED Dated as of March 7, 2025 TABLE OF CONTENTS Page Article I. THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Organizational Documents |
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| March 10, 2025 |
Exhibit 3.3 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF AVALON GLOBOCARE CORP. Adopted and Approved by the Board of Directors on March 7, 2025 1. Quorum. The first sentence of Article I, Section 5 of the Avalon GloboCare Corp. (the “Corporation”) Amended and Restated Bylaws (the “Bylaws”) is hereby amended and restated in its entirety to read as follows: “Except as otherwise required by |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 10, 2025 |
Exhibit 3.2 CERTIFICATE OF ELIMINATION OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF AVALON GLOBOCARE CORP. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Avalon GloboCare Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the |
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| March 10, 2025 |
Exhibit 99.1 Avalon GloboCare and YOOV, a Leading Business AI Automation Solutions Provider, Enter into Merger Agreement YOOV Achieves 59.1% Annual Revenue Growth, Reporting Unaudited Revenue of $45.7 Million with Net Income of $3.4 Million for Calendar Year 2024, Versus Unaudited Revenue of $28.7 Million with Net Loss of $2.4 Million for Calendar Year 2023 Upon Consummation of the Merger, Pending |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 10, 2025 |
Exhibit 2.1 Execution Version Strictly Confidential AGREEMENT AND PLAN OF MERGER by and among YOOV GROUP HOLDING LIMITED, AVALON GLOBOCARE CORP. and NEXUS MERGERSUB LIMITED Dated as of March 7, 2025 TABLE OF CONTENTS Page Article I. THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Organizational Documents |
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| March 10, 2025 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF AVALON GLOBOCARE CORP. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Avalon GloboCare Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the |
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| March 10, 2025 |
Form of Avalon Voting and Support Agreement. Exhibit 10.1 FORM OF VOTING AND SUPPORT AGREEMENT This PubCo Voting and Support Agreement (this “Agreement”), dated as of March 7, 2025, is entered into by and among Avalon GloboCare Corp., a Delaware corporation ( “PubCo”), YOOV Group Holding Limited, a British Virgin Islands company (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement and holde |
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| March 10, 2025 |
Exhibit 10.3 Final Form FORM OF Lock-Up Agreement This LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of March 7, 2025, is entered into by and among (i) Avalon GloboCare Corp., a Delaware corporation (“PubCo”), (ii) certain holders of securities of PubCo as set forth on Schedule A hereto (collectively, the “PubCo Lock-Up Equityholders”), and (iii) the equityholders of YOOV Group Holding Li |
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| March 10, 2025 |
Amendment No. 1 to the Avalon Bylaws, as adopted and approved by the Avalon Board on March 7, 2025. Exhibit 3.3 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF AVALON GLOBOCARE CORP. Adopted and Approved by the Board of Directors on March 7, 2025 1. Quorum. The first sentence of Article I, Section 5 of the Avalon GloboCare Corp. (the “Corporation”) Amended and Restated Bylaws (the “Bylaws”) is hereby amended and restated in its entirety to read as follows: “Except as otherwise required by |
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| March 10, 2025 |
Form of YOOV Voting and Support Agreement. Exhibit 10.2 FORM OF VOTING AND SUPPORT AGREEMENT This Company Voting and Support Agreement (this “Agreement”), dated as of March 7, 2025, is entered into by and among Avalon GloboCare Corp., a Delaware corporation ( “PubCo”), YOOV Group Holding Limited, a British Virgin Islands company (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement and hol |
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| March 10, 2025 |
Exhibit 10.3 Final Form FORM OF Lock-Up Agreement This LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of March 7, 2025, is entered into by and among (i) Avalon GloboCare Corp., a Delaware corporation (“PubCo”), (ii) certain holders of securities of PubCo as set forth on Schedule A hereto (collectively, the “PubCo Lock-Up Equityholders”), and (iii) the equityholders of YOOV Group Holding Li |
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| March 10, 2025 |
Exhibit 10.1 FORM OF VOTING AND SUPPORT AGREEMENT This PubCo Voting and Support Agreement (this “Agreement”), dated as of March 7, 2025, is entered into by and among Avalon GloboCare Corp., a Delaware corporation ( “PubCo”), YOOV Group Holding Limited, a British Virgin Islands company (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement and holde |
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| March 10, 2025 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF AVALON GLOBOCARE CORP. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Avalon GloboCare Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the |
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| March 10, 2025 |
Exhibit 99.1 Avalon GloboCare and YOOV, a Leading Business AI Automation Solutions Provider, Enter into Merger Agreement YOOV Achieves 59.1% Annual Revenue Growth, Reporting Unaudited Revenue of $45.7 Million with Net Income of $3.4 Million for Calendar Year 2024, Versus Unaudited Revenue of $28.7 Million with Net Loss of $2.4 Million for Calendar Year 2023 Upon Consummation of the Merger, Pending |
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| February 27, 2025 |
Exhibit 10.1 REDEMPTION AND ABANDONMENT AGREEMENT This Redemption and Abandonment Agreement (this “Agreement”), dated to be effective as of February 26, 2025 (the “Effective Date”), is by and among Laboratory Services MSO LLC, a Delaware limited liability company (the “Company”), SCBC Holdings LLC, a Delaware limited liability company (“SCBC”), the Zoe Family Trust (the “Trust”), Bryan Cox and Sar |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 18, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| February 18, 2025 |
Exhibit 99.1 Avalon GloboCare Receives Notice of Allowance for Groundbreaking CAR-T and CAR-NK Cell Technology in China FREEHOLD, N.J., February 18, 2025 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, announced today that it has received a Notice of Allowance from the China National Inte |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2025 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| January 10, 2025 |
Exchange Agreement, between the Company and Lu, dated as of January 9, 2025 Exhibit 10.2 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2025 (the “Effective Date”), by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), and WENZHAO LU, an individual (the “Holder”, and together with the Company, the “Parties”). WHEREAS, the Holder is the beneficial owner of 9,000 shares of Series A Preferred St |
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| January 10, 2025 |
Exhibit 10.1 Docusign Envelope ID: 81FAFEC0 - E6D9 - 4CB3 - A44C - A7FA5FC76BF7 State of Delay are Secretary of State Division of Corporañons Delivered 10:15 All 01/07/2025 FILED 10:10 A \ I 01/06/2025 SR 20250038116 - FileNumber SS76616 AVALON GLOBOCARE CORP. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(G) OF THE |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| December 26, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2024, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and YORK SUN INVESTMENT HOLDING LIMITED (旭昇投資控股有限公司), a British Virgin Islands company, with its address at Sea |
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| December 19, 2024 |
Exhibit 10.1 CONSENT, ACKNOWLEDGEMENT AND WAIVER AGREEMENT This CONSENT, ACKNOWLEDGEMENT AND WAIVER AGREEMENT (this “Agreement”) is entered into on December 15, 2024, and made effective as of December 5, 2024, by and among Avalon GloboCare Corporation, a Delaware corporation (“Borrower”), and Mast Hill Fund, L.P., a Delaware limited partnership (“Lender”). WHEREAS, the Borrower issued that certain |
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| December 19, 2024 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| December 19, 2024 |
Exhibit 10.3 |
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| November 21, 2024 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| November 21, 2024 |
Avalon GloboCare Regains Compliance with Nasdaq Continued Listing Requirements Exhibit 99.1 Avalon GloboCare Regains Compliance with Nasdaq Continued Listing Requirements FREEHOLD, N.J., November 21, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, today announced that the Company received notice from The Nasdaq Stock Market (“Nasdaq”) on November 19, 2024, noti |
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| November 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| November 18, 2024 |
Exhibit 99.1 Avalon GloboCare Launches “BrAce for Impact” Affiliate Marketing Program for the KetoAir Breathalyzer Device FREEHOLD, N.J., November 18, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, today announced the launch of the “BrAce for Impact” affiliate marketing program for |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant a |
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| November 1, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 31, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 31, 2024 |
Exhibit 99.1 Avalon GloboCare Appoints Dr. Charles Cavo to its Scientific Advisory Board in Support of KetoAir Sales Dr. Cavo’s expertise will advance the marketing and business development of KetoAir™, a handheld breathalyzer for ketogenic health FREEHOLD, N.J., October 31, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precisi |
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| October 29, 2024 |
Exhibit 3.1 |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 25, 2024 |
Exhibit 99.1 Avalon GloboCare and Qi Diagnostics Enter into Memorandum of Understanding for Proposed Co-Development of Real-Time Cannabis Breathalyzer for Detecting Potential Impaired Driving FREEHOLD, N.J., October 25, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, today announced |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 24, 2024 |
Avalon GloboCare Announces 1-for-15 Reverse Stock Split as Part of Nasdaq Compliance Plan Exhibit 99.1 Avalon GloboCare Announces 1-for-15 Reverse Stock Split as Part of Nasdaq Compliance Plan FREEHOLD, N.J., October 24, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, today announced that it will effect a 1-for-15 reverse split (“reverse split”) of its common shares that |
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| October 11, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 7, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 9, 2024 |
Exhibit 99.1 Avalon GloboCare to Sponsor Keto Pa-LOU-za 2024 Conference and Showcase KetoAir Breathalyzer Device KetoAir and its related accessories will be available for purchase at the conference FREEHOLD, N.J., October 9, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and laboratory services, today annou |
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| October 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| August 28, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant as spe |
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| August 15, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 14, 2024 |
Exhibit 99.1 Avalon’s Laboratory Services MSO to Launch Sales of Proprietary FDA-Registered External Male Catheter Device Device is Approved for Reimbursement by Medicare and is Supported by Several Private Insurance Providers FREEHOLD, N.J., August 14, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative cell-based technology, cellul |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| August 14, 2024 |
AVALON GLOBOCARE CORP. (Name of Registrant as Specified in Charter) UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D. |
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| July 31, 2024 |
Exhibit 99.1 Avalon’s Laboratory Services MSO Launches DNA Testing Kit for Predisposition to Opioid Addiction Direct-To-Consumer, Non-Invasive Kit is Available in the U.S. for Convenient At-Home Sample Collection FREEHOLD, N.J., July 31, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative cell-based technology, cellular therapy and p |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 18, 2024 |
Avalon GloboCare Launches Online Sales of KetoAir Breathalyzer in the U.S. at Ketoair.us Exhibit 99.1 Avalon GloboCare Launches Online Sales of KetoAir Breathalyzer in the U.S. at Ketoair.us FREEHOLD, N.J., July 18, 2024 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative cell-based technology, cellular therapy and precision diagnostics, today announced the official launch of online sales for the KetoAir™ breathalyzer device |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 16, 2024 |
Letter from Marcum LLP, dated July 16, 2024, addressed to the Securities and Exchange Commission. Exhibit 16.1 July 16, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Commissioners: We have read the statements made by Avalon Globocare Corp. under Item 4.01 of its Form 8-K dated July 10, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Avalon Globocare Corp. conta |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 10, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 5, 2024 |
Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 5, 2024 |
Exhibit 10.6 RECORD AND RETURN TO: Rich May P.C. 176 Federal Street Boston, MA 02110 Attn: James B. Heffernan, Esq. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made this 5th day of June, 2024, between AVALON RT9 PROPERTIES, LLC., a New Jersey limited liability company having an address of c/o Avalon GloboCare Corp., 4400 Route 9 South, Suite 3100, Freehol |
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| June 5, 2024 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 5, 2024 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees |
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| June 5, 2024 |
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| June 5, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 5, 2024, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (th |
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| June 5, 2024 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant as sp |
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| May 31, 2024 |
Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 31, 2024 |
Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 31, 2024 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 7, 2024, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (t |
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| May 31, 2024 |
Exhibit 10.5 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 7, 2024 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferee |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 24, 2024 |
Avalon GloboCare Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report Exhibit 99.1 Avalon GloboCare Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report FREEHOLD, N.J., May 24, 2024 (GLOBE NEWSWIRE) - Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative cell-based technology, cellular therapy and precision diagnostics, today announced that it received a notice (the “Notice”) on May 22, 2024 from The Nasdaq Stoc |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38728 CUSIP NUMBER NOTIFICATION OF LATE FILING 05344R203 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission File |
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| April 15, 2024 |
Exhibit 97.1 AVALON GLOBOCARE CORP. COMPENSATION RECOVERY POLICY (Adopted and approved on November 16, 2023) 1. Purpose Avalon GloboCare Corp. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensa |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number: 001-38728 (Exact name of registrant as specified in its charter) Delaware 47-1685128 (St |
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| April 15, 2024 |
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary, which includes applicable provisions of the Delaware General Corporation Law (the “DGCL”), describes material provisions of the capital stock of Avalon GloboCare Corp (“we”, “us” or the “Company”) and is intended as a summary only and therefore is n |
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| April 15, 2024 |
Exhibit 10.50 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) dated February 9, 2023 (the “Effective Date”), is made by and between Laboratory Services MSO, LLC (the “Company”) with an address at 4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728 and Sarah Cox, with an address at 2549 Eastbluff Drive, #750, Newport Beach, California 92660 (“Consultant”). 1. Services. The C |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38728 CUSIP NUMBER NOTIFICATION OF LATE FILING 05344R203 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 27, 2024 |
Exhibit 10.1 RECORD AND RETURN TO: Rich May P.C. 176 Federal Street Boston, MA 02110 Attn: James B. Heffernan, Esq. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made this 27th day of March, 2024, between AVALON RT 9 PROPERTIES, LLC., a New Jersey limited liability company having an address of c/o Avalon GloboCare Corp., 4400 Route 9 South, Suite 3100, Free |
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| March 27, 2024 |
Exhibit 10.2 RECORD AND RETURN TO: Rich May P.C. 176 Federal Street Boston, MA 02110 Attn: James B. Heffernan, Esq. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made this 27th day of March, 2024, between AVALON RT 9 PROPERTIES, LLC., a New Jersey limited liability company having an address of c/o Avalon GloboCare Corp., 4400 Route 9 South, Suite 3100, Free |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| January 25, 2024 |
AVCO / Avalon GloboCare Corp / Lu Wenzhao - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea192098-13da3luavalon.htm AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AVALON GLOBOCARE CORP. (Name of Issuer) Common Stock, Par Value $.0001 Per Share (Title of Class of |
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| November 22, 2023 |
Exhibit 10.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT between Avalon GloboCare Corp., Seller and Wenzhao Lu, Purchaser dated as of November 17, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 3 ARTICLE III PURCHASE PRICE 4 ARTICLE IV INSPECTION 4 ARTICLE V CLOSING 5 ARTICLE VI CLOSING DELIVERIES 5 ARTICLE VII TAX MATTERS 6 ARTICLE VIII SELLER’S COVENANTS |
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| November 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant a |
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| November 14, 2023 |
Avalon Globocare Corp. Amended and Restated 2020 Stock Incentive Plan. Exhibit 10.12 AVALON GLOBOCARE CORP. AMENDED AND RESTATED 2020 STOCK Incentive Plan 1. Establishment and Purpose 1.1 The purpose of the Avalon GloboCare Corp. Amended and Restated 2020 Stock Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 Or 15(D) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 13, 2023 |
Exhibit 10.9 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| October 13, 2023 |
Exhibit 10.10 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| October 13, 2023 |
Exhibit 10.7 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively wi |
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| October 13, 2023 |
Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 9, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First |
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| October 13, 2023 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transfer |
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| October 13, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 9, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 |
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| October 13, 2023 |
Exhibit 10.11 RECORD AND RETURN TO: Rich May P.C. 176 Federal Street Boston, MA 02110 Attn: James B. Heffernan, Esq. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made this 9th day of October, 2023, between Avalon Globocare Corp., a Delaware corporation having an address of 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Mortgagor”); and Mast Hill |
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| October 13, 2023 |
Exhibit 10.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| October 13, 2023 |
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| October 13, 2023 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| October 13, 2023 |
Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| September 8, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| September 5, 2023 |
Exhibit 99.1 Avalon GloboCare Announces Notice of Publication for Key U.S. Patent Filed Jointly with the Massachusetts Institute of Technology (MIT) Patent for Multiple Novel QTY-Code Modified Cytokine and Chemokine Protein Receptor Molecules FREEHOLD, N.J., September 5, 2023 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision d |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commissio |
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| August 29, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 21, 2023 |
Exhibit 99.1 Avalon’s Laboratory Services MSO Announces Expansion into Arizona New Wholly Owned Lab “Veritas Laboratory” of Arizona, Anticipated to Generate Revenue in 2023 Engages Former Congressman Barry M. Goldwater Jr. To Expand Insurance Coverage and Grow Lab Footprint FREEHOLD, N.J., August 21, 2023 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a devel |
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| August 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant as spe |
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| July 24, 2023 |
Exhibit 99.1 Avalon’s Laboratory Services MSO Acquires Texas Lab with Significant Potential Growth DE Laboratory in Texas Performs 1,500 Lab Tests Per Month with Focus on Toxicology and Wellness Testing; Expansion Underway FREEHOLD, N.J., July 24, 2023 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative precision diagnostics and provider |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 19, 2023 |
Exhibit 99.1 Avalon GloboCare’s Laboratory Services MSO Signs Exclusive In-Network Lab Services Agreement Providing Significant Expansion Opportunity into 21 States MSA Signed with GeneX Laboratory, an In-Network Laboratory Licensed in Multiple States Including Medicare and Medicaid Laboratory Services MSO will be the Exclusive Testing Provider for Toxicology Testing, Genetic Testing and Others FR |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 10, 2023 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| July 10, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 6, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Av |
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| July 10, 2023 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of July 6, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023. AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 10, 2023 |
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| July 10, 2023 |
Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| June 29, 2023 |
AVALON GLOBOCARE CORP. Up to $3,500,000 Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-272736 Prospectus AVALON GLOBOCARE CORP. Up to $3,500,000 Common Stock We have entered into a sales agreement with Roth Capital Partners, LLC (which we refer to herein as Roth Capital Partners or, the sales agent) relating to the issuance and sale of our common stock offered by this prospectus. In accordance with the terms of the sales agreemen |
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| June 27, 2023 |
AVALON GLOBOCARE CORP. 4400 Route 9 South, Suite 3100 Freehold, New Jersey 07728 AVALON GLOBOCARE CORP. 4400 Route 9 South, Suite 3100 Freehold, New Jersey 07728 June 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Avalon GloboCare Corp. Registration Statement on Form S-3 File No. 333-272736 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act |
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| June 16, 2023 |
Exhibit 1.1 AVALON GLOBOCARE CORP. Common Stock ($0.0001 par value per share) Sales Agreement June 16, 2023 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Avalon GloboCare Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows: 1. Issuance and Sale |
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| June 16, 2023 |
Form of Senior Note (included in Exhibit 4.5).* Exhibit 4.5 AVALON GLOBOCARE CORP., as Issuer And ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between AVALON GLOBOCARE CORP. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d) |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 16, 2023 |
As filed with the Securities and Exchange Commission on June 16, 2023 As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. |
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| June 16, 2023 |
Form of Subordinated Note (included in Exhibit 4.6).* Exhibit 4.6 AVALON GLOBOCARE CORP., as Issuer And ●, as Trustee INDENTURE Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between AVALON GLOBOCARE CORP., and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) a |
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| June 16, 2023 |
Exhibit 99.1 Nasdaq: ALBT www.avalon - globocare.com June 2023 Corporate Presentation Certain statements contained in this presentation may constitute “forward - looking statements”, which 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 . Actual results may differ materially from th |
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| June 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Avalon GloboCare Corp. |
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| May 26, 2023 |
Exhibit 10.7 PREPARED BY: The Law Firm of Paul A. Sarcona, PC Paul A. Sarcona, Esq. (SPACE ABOVE THIS LINE FOR RECORDING DATA SECOND MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE, made the 24th day of May, 2023, BETWEEN Avalon RT9 Properties, LLC, a New Jersey limited liability company with a mailing address of 4400 Route 9, Freehold, New Jersey 07728, hereinafter designated as the MORTGAGOR, and |
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| May 26, 2023 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 26, 2023 |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On February 9, 2023 (the “Closing Date”), Avalon GloboCare Corp. (the “Company”) entered into and closed an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), SCBC Holdings LLC (the “Seller”), the Zo |
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| May 26, 2023 |
Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| May 26, 2023 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 23, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees |
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| May 26, 2023 |
Exhibit 10.9 HAZARDOUS MATERIAL GUARANTY AND INDEMNIFICATION AGREEMENT May 24, 2023 WHEREAS S&P Principal LLC (hereinafter referred to as “Lender”) has agreed to make a mortgage loan to Avalon RT9 Properties, LLC with an address at 4400 Route 9, Freehold, New Jersey 07728 (hereinafter referred to as the “Borrower”) in the principal sum of ONE MILLION DOLLARS & 00/100 ($1,000,000.00) Dollars (herei |
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| May 26, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (th |
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| May 26, 2023 |
Exhibit 10.8 GUARANTY 1. In consideration of financial accommodations given, to be given or continued to Avalon RT9 Properties, LLC, a New Jersey limited liability company, with an office at 4400 Route 9, Freehold, New Jersey 07728 (herein called “Borrower”) by S&P Principal LLC, with an address at 1460 Shoreline Way, Hollywood, Florida 33019 (herein called “Lender”) the Avalon GloboCare Corp., a |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 26, 2023 |
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| May 26, 2023 |
Exhibit 10.6 BALLOON MORTGAGE NOTE May 24, 2023 Staten Island, New York LOAN AMOUNT: $1,000,000.00 FOR VALUE RECEIVED, AVALON RT9 PROPERTIES, LLC with a mailing address of 4400 Route 9 South, Freehold, New Jersey 07728; hereinafter Borrower and/or Maker, promises to pay to the order of S&P PRINCIPAL LLC having an address at 1460 Shoreline Way, Hollywood, Florida, 33019; hereinafter Holder, The pri |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-38728 AVALON GLOBOCARE CORP. (Exact name of registrant as sp |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| April 27, 2023 |
Exhibit 99.1 Avalon GloboCare Reports Laboratory Services MSO Revenue of $14.7 Million and Net Income of $6.3 Million in 2022 40% Profit Sharing Arrangement with Laboratory Services MSO is Expected to Result in Significant Future Cash Flow to the Company FREEHOLD, N.J., April 27, 2023 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer of innovative ce |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction of incorporation) (Commission F |
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| April 26, 2023 |
UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS EX-99.2 4 ea177331ex99-2avalonglobo.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY AND LABORATORY SERVICES MSO, AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS On February 9, 2023 (the “Closing Date”), Avalon GloboCare Corp. (the “Company”) entered into and closed an Amended and Resta |
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| April 26, 2023 |
Exhibit 99.1 LABORATORY SERVICES MSO, LLC AND AFFILIATES COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 LABORATORY SERVICES MSO, LLC AND AFFILIATES INDEX TO COMBINED FINANCIAL STATEMENTS December 31, 2022 and 2021 CONTENTS Independent Auditors’ Report F-2 Combined Financial Statements: Combined Balance Sheets - As of December 31, 2022 and 2021 F-4 Combined Statements |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 AVALON GLOBOCARE CORP. |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number: 001-38728 (Name of registrant as specified in its charter) Delaware 47-1685128 (State or |
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| March 30, 2023 |
Exhibit 10.50 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) dated February 9, 2023 (the “Effective Date”), is made by and between Laboratory Services MSO, LLC (the “Company”) with an address at 4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728 and Sarah Cox, with an address at 2549 Eastbluff Drive, #750, Newport Beach, California 92660 (“Consultant”). 1. Services. The C |
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| March 30, 2023 |
Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary, which includes applicable provisions of the Delaware General Corporation Law (the “DGCL”), describes material provisions of the capital stock of Avalon GloboCare Corp (“we”, “us” or the “Company”) and is intended as a summary only and therefore is n |
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| March 23, 2023 |
AVALON GLOBOCARE CORP. 4400 Route 9 South, Suite 3100 Freehold, NJ 07728 AVALON GLOBOCARE CORP. 4400 Route 9 South, Suite 3100 Freehold, NJ 07728 March 22, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Avalon GloboCare Corp. Application for Withdrawal of the Registration Statement on Form S-3 (File No. 333-265868) Ladies and Gentlemen: Pursuant to Rule 477 under the Securiti |
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| February 13, 2023 |
Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LABORATORY SERVICES MSO, LLC TABLE OF CONTENTS PAGES ARTICLE I DEFINITIONS 2 ARTICLE II ORGANIZATION 2 2.01. Name 2 2.02. Registered Agent; Registered Office 2 2.03. Principal Office 2 2.04. Business Purpose 2 2.05. Term 2 2.06. No State Law Partnership 2 2.07. Liability to Third Parties 2 2.08. Fiscal Year 2 2.09. Ame |
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| February 13, 2023 |
Exhibit 3.2 Avalon GloboCare Corp. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE delaware GENERAL CORPORATION LAW The undersigned, Luisa Ingargiola, does hereby certify that: 1. The undersigned is the Chief Financial Officer of Avalon GloboCare Corp., a Delaware corporation (the “Corporation”). 2. The Cor |
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| February 13, 2023 |
Exhibit 99.1 Avalon GloboCare Announces Closing of Strategic Investment in Laboratory Services MSO, a Leading Clinical Diagnostics and Reference Laboratory Company Transaction Expected to Be Accretive to Earnings Through Profit Sharing Agreement Adds Strong Clinical Synergies to Existing Avalon Portfolio Marks Launch of New Roll-Up Strategy Targeting Toxicology and Pharmacogenetic Laboratories FRE |
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| February 13, 2023 |
Exhibit 2.1 AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG LABORATORY SERVICES MSO, LLC (the “Company”), SCBC HOLDINGS LLC (the “Seller”), THE ZOE FAMILY TRUST, BRYAN COX and SARAH COX (collectively, the “Owners”), AVALON LABORATORY SERVICES, INC. (the “Buyer”), and, solely for purposes of Sections 2.7, 2.9, 6.9, 6.10 and 9.2, AVALON GLOBOCARE CORP. (“Parent”), Dated Febr |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 23, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 11, 2023 |
Exhibit 10.1 Avalon GloboCare Corp. 4400 Route 9 South, Suite 3100 Freehold, New Jersey 07728 January 9, 2023 Lourdes Felix Letter of Appointment – Board of Directors Dear Ms. Felix: We are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Avalon GloboCare Corp. (the “Company”). This letter contains the terms of your appointment as a director of the Board of Di |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 11, 2023 |
EX-99.1 3 ea171486ex99-1avalon.htm PRESS RELEASE DATED JANUARY 11, 2023 Exhibit 99.1 Avalon GloboCare Appoints Lourdes Felix, CEO of a Premier Addiction Treatment Company, to its Board of Directors Ms. Felix’s Appointment Will Support New Roll-Up Strategy Targeting Toxicology Labs, Including Within the Addiction Sector FREEHOLD, N.J., January 11, 2023 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Av |
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| January 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2023 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 4, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AVALON GLOBOCARE CORP. Avalon GloboCare Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Avalon GloboCare Corp. The Certific |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2022 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 14, 2022 |
Exhibit 99.1 Avalon GloboCare Announces $4 Million Private Placement of Preferred Stock with the Company?s Chairman which Converts at a Significant Premium to Market; Proceeds to Support Acquisition of Laboratory Services Newly issued preferred stock convertible at a minimum of $1.00 per share, with leak-out provisions, no warrants and a 9-month lock up Laboratory Services acquisition expected to |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitiv |
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| November 21, 2022 |
SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitiv |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-38728 AVALON |
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| November 8, 2022 |
Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG LaBORATORY SERVICES MSO, LLC (the ?Company?), SCBC HOLDINGS LLC (the ?Seller?), THE ZOE FAMILY TRUST, BRYAN COX and SARAH COX (collectively, the ?Owners?), Avalon Laboratory Services, Inc. (the ?Buyer?), and, solely for purposes of Sections 2.8, 2.9(b)(i), 2.12, 6.9, 6.10 and 9.2, AVALON GLOBOCARE CORP. (?Parent?), Dated November 7, 2 |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 8, 2022 |
Exhibit 3.1 Avalon GloboCare Corp. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE delaware GENERAL CORPORATION LAW The undersigned, Luisa Ingargiola, does hereby certify that: 1. The undersigned is the Chief Financial Officer of Avalon GloboCare Corp., a Delaware corporation (the ?Corporation?). 2. The Cor |
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| November 8, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 7, 2022, between Avalon GloboCare Corp., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securitie |
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| November 8, 2022 |
Exhibit 99.1 Avalon GloboCare Signs Definitive Agreement for Transformational Acquisition of Leading Laboratory with 2021 Unaudited Revenue in Excess of $25 Million Company to acquire a majority interest in Laboratory Services MSO, LLC, a leading reference laboratory with 2021 unaudited revenue in excess of $25 million, net income in excess of $10 million and over 600,000 tests completed since inc |
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| September 8, 2022 |
Exhibit 10.3 GUARANTY 1. In consideration of financial accommodations given, to be given or continued to Avalon RT9 Properties, LLC, a New Jersey limited liability company, with an office at 4400 Route 9, Freehold, New Jersey 07728 (herein called ?Borrower?) by S&P Principal LLC, with an address at 1460 Shoreline Way, Hollywood, Florida 33019 (herein called ?Lender?) the Avalon GloboCare Corp., a |
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| September 8, 2022 |
Exhibit 10.2 PREPARED BY: The Law Firm of Paul A. Sarcona, PC Paul A. Sarcona, Esq. (SPACE ABOVE THIS LINE FOR RECORDING DATA MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE, made the day of August, 2022, BETWEEN Avalon RT9 Properties, LLC, a New Jersey limited liability company with a mailing address of 4400 Route 9, Freehold, New Jersey 07728, hereinafter designated as the MORTGAGOR, and S&P Princ |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2022 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 8, 2022 |
Exhibit 10.1 BALLOON PROMISSORY NOTE $4,800,000.00 ,2022 FOR VALUE RECEIVED, the undersigned, Borrower, Uointly and severally, if more than one) promises to pay to S & P PRINCIPAL LLC, (Payees), the principal sum of FOUR MILLION EIGHT HUNDRED THOUSAND and 00/100 DOLLARS ($4,800,000.00) with interest from date hereof at the rate of ELEVEN per cent (11% ) per annum on the balance from time to time r |
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| August 11, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 8, 2022 |
Exhibit 4.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of the last date set forth on the signature page hereof between Avalon GloboCare Corp., a Delaware corporation (the ?Company?), and the undersigned (the ?Subscriber?). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the ?Offering?) consisting of 448,718 shares (the ?Shares?) of common s |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2022 (Exact name of registrant as specified in its charter) Delaware 000-55709 47-1685128 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employ |
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| August 8, 2022 |
Exhibit 4.2 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of the last date set forth on the signature page hereof between Avalon GloboCare Corp., a Delaware corporation (the ?Company?), and the undersigned (the ?Subscriber?). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the ?Offering?) consisting of 320,513 shares (the ?Shares?) of common s |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-38728 AVALON GLOB |
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| July 27, 2022 |
Exhibit 10.2 DEBT SETTLEMENT AGREEMENT AND RELEASE THIS DEBT SETTLEMENT AGREEMENT AND RELEASE (this ?Agreement?) is made and entered into as of July 25, 2022 (the ?Effective Date?), by and between Wenzhao ?Daniel? Lu (the ?Creditor?) and Avalon GloboCare Corp., a Delaware corporation (the ?Company?). RECITALS: WHEREAS, the Creditor and the Company have entered into that certain Revolving Line of C |
