Avalon GloboCare Corp. Files 8-K/A Amendment

TL;DR

Avalon GloboCare Corp. amended an 8-K filing from May 29, 2025, with updates on agreements, equity sales, and corporate changes.

AI Summary

Avalon GloboCare Corp. filed an amendment (8-K/A) on August 29, 2025, to a previous report dated May 29, 2025. This amendment pertains to a material definitive agreement, unregistered sales of equity securities, amendments to articles of incorporation or bylaws, other events, and financial statements and exhibits. The filing does not provide specific details on the nature of the agreement or the equity sales.

Why It Matters

This filing indicates Avalon GloboCare Corp. is amending a previous report, suggesting updates or corrections to material events that could impact investors' understanding of the company's recent activities.

Risk Assessment

Risk Level: medium — The filing is an amendment to a previous 8-K, indicating potential changes or clarifications to material events, which warrants closer investor scrutiny.

Key Players & Entities

• Avalon GloboCare Corp. (company) — Registrant
• May 29, 2025 (date) — Earliest event date reported
• August 29, 2025 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ALBT The Nasdaq Capital M
• $500,000 — 001 per share (the "Common Stock"), for $500,000 (the "Purchase Price"), which is equal
• $3.53 — , which is equal to a purchase price of $3.53 per share. The closing is anticipated t
• $2,845,000.00 — missory note in the principal amount of $2,845,000.00 (the "Note") to Mast Hill Fund, L.P., a
• $1,421,323 — balance owed under the Note is equal to $1,421,323. The foregoing description of the terms
• $2,556,777 — on a principal balance of approximately $2,556,777 and accrued interest of approximately $
• $141,148 — 7 and accrued interest of approximately $141,148 owed under the Note as of June 3, 2025,
• $244,116 — te as of June 3, 2025, and an estimated $244,116 of interest that may accrue under the N

Filing Documents

• ea0253667-8ka1_avalon.htm (8-K/A) — 40KB
• ea025366701ex3-1_avalon.htm (EX-3.1) — 2KB
• ex3-1_001.jpg (GRAPHIC) — 935KB
• ex3-1_002.jpg (GRAPHIC) — 253KB
• 0001213900-25-082662.txt ( ) — 1850KB
• albt-20250529.xsd (EX-101.SCH) — 3KB
• albt-20250529_lab.xml (EX-101.LAB) — 33KB
• albt-20250529_pre.xml (EX-101.PRE) — 22KB
• ea0253667-8ka1_avalon_htm.xml (XML) — 5KB

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Based upon a principal balance of approximately $2,556,777 and accrued interest of approximately $141,148 owed under the Note as of June 3, 2025, and an estimated $244,116 of interest that may accrue under the Note between June 4, 2025 and December 31, 2025 at the interest rate of 13% per annum under the Note (assuming no conversions of principal and no repayment of principal in cash during the aforementioned period), the total shares of Common Stock issuable upon conversion of the Note at the Floor Price in the aggregate would equal approximately 2,942,041 shares of Common Stock, subject to the beneficial equal to $1,421,323. The securities described above have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously reported, the Company filed a certificate of designations of preferences, rights, and limitations of Series C Convertible Preferred Stock (the "Series C Certificate of Designations") on December 13, 2024, with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 10,000 shares of Series C Convertible Preferred Stock of the Company, par value $0.0001 per share, upon the terms and conditions as set forth in the Series C Certificate of Designations. On May 29, 2025, the Company filed a certificate of amendment to the Series C Certificate of Designations (the "Certificate of Amendment"), pursuant to

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Description 3.1* Certificate of Amendment to the Series C Certificate of Designations, as filed on May 29, 2025, with the Department of State, Division of Corporations, of the State of Delaware. 10.1** Securities Purchase Agreement, between the Company and Investor, dated as of June 4, 2025. 10.2** Waiver, between the Company and Holder, dated as of May 29, 2025. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Previously filed. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AVALON GLOBOCARE CORP. Dated: August 29, 2025 By: /s/ Luisa Ingargiola Name: Luisa Ingargiola Title: Chief Financial Officer 4

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View this 8-K/A filing on SEC EDGAR