What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-05-11 compared with 2021-11-15 · 249 added, 155 removed, 56 unchanged (88% of the section changed)

OTHER INFORMATION

On December 13, 2019, the Company entered into

an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC, as sales agent (“Jefferies”),

pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of its common stock, par value $0.0001

per share, having an aggregate offering price of up to $20.0 million.

On April 6, 2020, the date on which the Company filed its Annual

Report on Form 10-K for the fiscal year ended December 31, 2019, the Company’s registration statement became subject

to the offering limits set forth in General Instruction I.B.6 of Form S-3.

From December 13, 2019 through November 15, 2021,

Jefferies sold an aggregate of 6,204,605 shares of common stock at an average price of $1.59 per share to investors.

The Company received

net cash proceeds of $9,584,668, net of commission paid to sales agent of $296,433.

Lang BVI Acquisition and Equity Financing

June 13, 2021, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), by and among the Company,

Lonlon Biotech Ltd., a company incorporated in the British Virgin Islands (“BVI”) (“Sen Lang BVI”), the holders

of the share capital of Sen Lang BVI (the “Sen Lang BVI Shareholders”), the ultimate beneficial owners of the Sen Lang BVI

Shareholders (the “Sen Lang BVI Beneficial Shareholders” and, together with the Sen Lang BVI Shareholders, the “Sen

Lang BVI Owners”) and a representative of the Sen Lang BVI Owners (the “Sen Lang BVI Representative”).

the Purchase Agreement, subject to the satisfaction of the conditions to closing therein, including approval by the Avalon stockholders

pursuant to the rules of the Nasdaq Stock Market (“Nasdaq”), Avalon agreed to purchase (the “Acquisition”) all

of the issued and outstanding share capital of Sen Lang BVI (the “Sen Lang BVI Shares”).

Lang BVI, through a “variable interest entity” structure (“VIE Structure”) of contractual rights held by its

wholly-owned subsidiary Beijing Langlang Runfeng Biotechnology Co., Ltd., a wholly foreign owned enterprise with limited liability organized

and existing under the laws of the People’s Republic of China (the “PRC Subsidiary”), has full economic benefit and

management control over, and is consolidated for accounting purposes with, Senlang Biotechnology Co.

Ltd., a PRC domestic company with

limited liability organized and existing under the laws of the PRC (the “OpCo” or “SenlangBio”).

SenlangBio is

mainly engaged in the business of research and development in relation to CAR-T cell therapy, immune cell therapy and related drug development.

SenlangBio is owned 100% by certain of the Sen Lang BVI Beneficial Shareholders.

A wholly-owned subsidiary of SenlangBio, Shijiazhuang

Senlang Medical Laboratory Co., Ltd., a company with limited liability organized and existing under the laws of the PRC (“SenlangBio

Clinical Laboratory”) is engaged in the business of testing of immunology, serology and molecular genetics specialties for patients,

including hematology-tumor diagnostics and testing prior to clinical trials for cell therapy.

purchase price being paid by Avalon to the Sen Lang BVI Shareholders under the Purchase Agreement for the Sen Lang BVI Shares is an aggregate

of 81 million shares (the “Acquisition Shares”) of the common stock, par value US$0.0001 per share, of Avalon (the “Avalon

Common Stock”).

Ten percent (10%), or 8.1 million, of such shares will be held in escrow for 12 months following the closing to

satisfy any indemnification obligations of the Sen Lang BVI Shareholders under the Share Purchase Agreement.

In addition, at the closing

of the Acquisition, it is expected that Dr.

Jianqiang Li, scientific founder and CSO of SenlangBio, will join the board of the Company,

Li will also be appointed as Chief Technology Officer of the Company.

The Acquisition Shares will not be registered under the Securities

Act of 1933, as amended (the “Securities Act”) and, therefore, will be restricted securities under Rule 144 under

the Securities Act for six months or longer after the closing of the Acquisition, subject to “affiliate” status

with the Company under the Securities Act.

connection with the Acquisition, on June 13, 2021, an institutional investor (the “Investor”) entered into an agreement,

as amended on June 24, 2021, with SenlangBio related to the purchase of registered capital of SenlangBio (the “OpCo Capital Increase

Agreement”) pursuant to which the Investor will acquire an aggregate of up to 13.5% of the equity ownership of SenlangBio for an

aggregate purchase price (the “Subscription Amount) of approximately US$30,000,000 (represented by an actual investment of RMB200,000,000)

(the “Equity Financing”), which funds will be invested in SenlangBio in three equal installments of approximately US$10,000,000,

at a fixed price, the first to be upon the closing of the Acquisition, the second to be within three months after the closing and the

third to be within six months after the closing.

In addition, pursuant to a Securities Exchange Agreement, as amended on June 24, 2021

(the “Exchange Agreement”), by and among the Company, Sen Lang BVI, SenlangBio and the Investor, dated June 13, 2021, the

Investor shall have the right, exercisable between the six-month and five year-anniversaries of the respective initial closing and installment

closings, to elect to exchange, from time to time, all or part of its then-owned equity ownership of SenlangBio for shares (the “Exchange

Shares”) of Avalon Common Stock at a fixed exchange price of US$1.21 per share of Avalon Common Stock, which was the market price

of the Avalon Common Stock as of the date of the Exchange Agreement under Nasdaq rules.

In addition, the Exchange Agreement provides

that the Investor may only exchange up to 10% of its total investment amount in any 30 day period.

Line of Credit

As of November 4, 2021, the Company drew down an additional

aggregate of $1,000,000 from its credit facility under that certain credit line agreement with Wenzhao “Daniel”

Lu (the “Lender”), a significant shareholder and director of the Company, which provides the Company with a $20 million line

of credit (together with related documentation, the “Line of Credit”).

The draw down aggregating $1,000,000 is intended

to provide working capital for the Company to use on a temporary basis for certain obligations in connection with the Company’s

As a result of these draw downs, the Company has approximately $15.3 million remaining available under the Line of

This draw down increased the total principal amount outstanding under the Line of Credit to $4.7 million.

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Open Market Sale AgreementSM, dated as of December 13, 2019, by and between Avalon GloboCare Corp.

Equity Offering

On December 13,

2019, the Company entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC,

as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares

of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $20.0 million.

On April 6, 2020, the date

on which the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company’s

registration statement became subject to the offering limits set forth in General Instruction I.B.6 of Form S-3.

From December

13, 2019 through May 11, 2022, Jefferies sold an aggregate of 6,429,486 shares of common stock at an average price of $1.57 per share

to investors.

The Company received net cash proceeds of $9,771,496, net of commission paid to sales agent of $302,211.

Nasdaq Notice

On February 9, 2022,

the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for the Company’s common

stock had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance

with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the

Nasdaq’s notice has no immediate effect on the listing or trading of the Company’s common stock on The

Nasdaq Capital Market.

The notice indicates that the Company will have 180 calendar days, until August 8, 2022, to regain compliance with

this requirement.

The Company can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common

stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period.

If the Company

does not regain compliance during the initial compliance period, it may be eligible for additional time to regain compliance.

the Company will be required to meet the continued listing requirement for market value of its publicly held shares and all other Nasdaq

initial listing standards, except the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure

the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If the Company is not eligible or

it appears to Nasdaq that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide

written notice to the Company that the Company’s common stock will be subject to delisting.

In the event of such notification, the

Company may appeal Nasdaq’s determination to delist its securities, but there can be no assurance that Nasdaq would grant the Company’s

request for continued listing.

The Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate,

consider available options to regain compliance with the Rule.

There can be no assurance that the Company will be able to regain compliance

with the Rule or will otherwise be in compliance with other Nasdaq listing criteria.

A delisting of our common

stock is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.

On July 18, 2018, we formed Avactis Biosciences

(“Avactis”), a Nevada corporation, as a wholly owned subsidiary.

On October 23, 2018, Avactis and Arbele Limited (“Arbele”)

agreed to the establishment of AVAR BioTherapeutics (China) Co.

(“AVAR”), a Sino-foreign equity joint venture, pursuant

to an Equity Joint Venture Agreement (the “AVAR Agreement”), which was to be owned 60% by Avactis and 40% by Arbele.

6, 2022, the Company, Acactis, Arbele and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”), a wholly owned subsidiary

of Arbele, entered into an Amendment No.

1 to the Equity Joint Venture Agreement pursuant to which Arbele Biotherapeutics acquired 40%

of Avactis for the purpose of the Company and Arbele establishing a joint venture in the United States and the parties agreed that they

would no longer pursue AVAR as a joint venture.

Further, all rights and obligations under the AVAR Agreement were assigned by Avactis

to Avalon and by Arbele to Arbele Biotherapeutics.

Avactis established Avactis Nanjing Biosciences Ltd., a wholly owned foreign entity

Further, the parties agreed that the Exclusive Patent License Agreement dated January 3, 2019 entered between Arbele, as

licensor, and AVAR, as licensee (the “Arbele License Agreement”), was assigned to Avactis and Avalon and Arbele agreed to

enter into a new Arbele License Agreement with Avactis on the same/similar terms as the Arbele License Agreement.

Chan was appointed to the Board of Directors of Avactis and as the Chief Scientific Officer of Avactis.

Avactis purpose and business

scope is to research, research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular

immunotherapy globally including in the PRC.

The Company is required to contribute $10 million (or equivalent in RMB) in cash

and/or services, which shall be contributed in tranches based on milestones to be determined jointly by Avactis and the Company in writing

subject to the Company’s cash reserves.

Within 30 days, Arbele Biotherapeutics shall make contribution of $6.66 million in the

form of entering into a License Agreement with Avactis granting Avactis with an exclusive right and license in China to its technology

and intellectual property pertaining to CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology and any additional technology

developed in the future with terms and conditions to be mutually agreed upon the Company and Avactis and services.

As of the date hereof,

the License Agreement has not been finalized.

The following exhibits are filed as part of, or incorporated by reference

into, this Quarterly Report on Form 10-Q.

Open Market Sale Agreement SM ,

dated as of December 13, 2019, by and between Avalon GloboCare Corp.

and Jefferies LLC.

(incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2019)

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 26, 2018)

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 26, 2018)

Form of Subscription Agreement by and between Avalon GloboCare Corp.

and the December 2016 Accredited Investors (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2016)

Stock Option issued to Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017)

Form of Subscription Agreement by and between Avalon GloboCare Corp.

and the March 2017 Accredited Investor (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017)

Share Subscription Agreement between Avalon GloboCare Corp., Avalon (Shanghai) Healthcare Technology Co., Ltd., Beijing DOING Biomedical Technology Co., Ltd.

and Daron Liang (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017)

Warranty Agreement between Lu Wenzhao and Beijing DOING Biomedical Technology Co., Ltd.

(incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017)

Form of Subscription Agreement between Avalon GloboCare Corp.

and the October 2017 Accredited Investors (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Form of Warrant to Boustead Securities, LLC in connection with the private placements (incorporated by reference to Exhibit 4.8 of the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 27, 2018)

Form of Warrant (April 2019) (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2019)

Share Exchange Agreement dated as of October 19, 2016 by and among Avalon Healthcare System, Inc., the shareholders of Avalon Healthcare System, Inc.

and Avalon GloboCare Corp.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2016)

Executive Employment Agreement, effective December 1, 2016, by and between Avalon GloboCare Corp.

and David Jin (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2016)

Agreement of Sale by and between Freehold Craig Road Partnership, as Seller, and Avalon GloboCare Corp., as Buyer dated as of December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2016)

Executive Employment Agreement by and between Avalon (Shanghai) Healthcare Technology Ltd.

and Meng Li dated January 11, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2017)

Executive Retention Agreement by and between Avalon GloboCare Corp.

and Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017)

Indemnification Agreement by and between Avalon GloboCare Corp.

and Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017)

Director Agreement by and between Avalon GloboCare Corp.

(incorporated by reference to Exhibit 1.1

of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2019)

Amended and Restated Certificate

of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K/A filed with the Securities

and Exchange Commission on April 26, 2018)

Amended and Restated Bylaws

of the Registrant (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K/A filed with the Securities and Exchange

Commission on April 26, 2018)

Form of Subscription Agreement

by and between Avalon GloboCare Corp.

and the December 2016 Accredited Investors (incorporated by reference to Exhibit 4.1 of the

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2016)

Stock Option issued to

Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the

Securities and Exchange Commission on February 21, 2017)

Form of Subscription Agreement

by and between Avalon GloboCare Corp.

and the March 2017 Accredited Investor (incorporated by reference to Exhibit 4.1 of the Current

Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017)

Share Subscription Agreement

between Avalon GloboCare Corp., Avalon (Shanghai) Healthcare Technology Co., Ltd., Beijing DOING Biomedical Technology Co., Ltd.

and Daron Liang (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the Securities and Exchange

Commission on March 7, 2017)

Warranty Agreement between

Lu Wenzhao and Beijing DOING Biomedical Technology Co., Ltd.

(incorporated by reference to Exhibit 4.3 of the Current Report on Form

8-K filed with the Securities and Exchange Commission on March 7, 2017)

Form of Subscription Agreement

between Avalon GloboCare Corp.

and the October 2017 Accredited Investors (incorporated by reference to Exhibit 4.1 of the Current

Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Form of Warrant to Boustead

Securities, LLC in connection with the private placements (incorporated by reference to Exhibit 4.8 of the Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on July 27, 2018)

Form of Warrant (April

2019) (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission

on April 26, 2019)

Description of Securities

Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.9 of the Annual

Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2022)

Share Exchange Agreement

dated as of October 19, 2016 by and among Avalon Healthcare System, Inc., the shareholders of Avalon Healthcare System, Inc.

Avalon GloboCare Corp.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and

Exchange Commission on October 19, 2016)

Executive Employment Agreement,

effective December 1, 2016, by and between Avalon GloboCare Corp.

and David Jin (incorporated by reference to Exhibit 10.1 of the

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2016)

Agreement of Sale by and

between Freehold Craig Road Partnership, as Seller, and Avalon GloboCare Corp., as Buyer dated as of December 22, 2016 (incorporated

by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23,

Executive Employment Agreement

by and between Avalon (Shanghai) Healthcare Technology Ltd.

and Meng Li dated January 11, 2017 (incorporated by reference to Exhibit

10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2017)

Executive Retention

Agreement by and between Avalon GloboCare Corp.

and Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit

10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017)

Indemnification Agreement

by and between Avalon GloboCare Corp.

and Luisa Ingargiola dated February 21, 2017 (incorporated by reference to Exhibit 10.2 of

the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017)

Director Agreement by and

between Avalon GloboCare Corp.

and Steven P.

Sukel dated April 28, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2017)

Director Agreement by and between Avalon GloboCare Corp.

and Yancen Lu dated April 28, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2017)

Consultation Service Contract between Daopei Investment Management (Shanghai) Co., Ltd.

Sukel dated April 28, 2017 (incorporated by reference to Exhibit 10.1 of the Current

Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2017)

Director Agreement by and

between Avalon GloboCare Corp.

and Yancen Lu dated April 28, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report

on Form 8-K filed with the Securities and Exchange Commission on April 28, 2017)

Consultation Service Contract

between Daopei Investment Management (Shanghai) Co., Ltd.

and Avalon HealthCare System Inc.

dated April 1, 2016 (English translation) (incorporated by reference to Exhibit 10.8 of Amendment No.

1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2017)

Consultation Service Contract between Hebei Yanda Ludaopei Hospital Co., Ltd and Avalon HealthCare System Inc.

dated April 1, 2016 (English translation) (incorporated by reference to Exhibit 10.9 of Amendment No.

1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2017)

Consultation Service Contract between Nanshan Memorial Stem Cell Biotechnology Co., Ltd.

dated April 1, 2016 (English translation)

(incorporated by reference to Exhibit 10.8 of Amendment No.

1 to the Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on July 7, 2017)

Consultation Service Contract

between Hebei Yanda Ludaopei Hospital Co., Ltd and Avalon HealthCare System Inc.

dated April 1, 2016 (English translation) (incorporated

by reference to Exhibit 10.9 of Amendment No.

1 to the Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on July 7, 2017)

Consultation Service Contract

between Nanshan Memorial Stem Cell Biotechnology Co., Ltd.

and Avalon HealthCare System Inc.

dated April 1, 2016 (English translation) (incorporated by reference to Exhibit 10.10 of Amendment No.

1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2017)

Loan Agreement between Lotus Capital Overseas Limited and Avalon (Shanghai) Healthcare Technology Co., Ltd.

dated April 19, 2017 (English translation) (incorporated by reference to Exhibit 10.12 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2017)

Securities Purchase Agreement between Avalon GloboCare Corp.

dated April 1, 2016 (English translation)

(incorporated by reference to Exhibit 10.10 of Amendment No.

1 to the Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on July 7, 2017)

Loan Agreement between

Lotus Capital Overseas Limited and Avalon (Shanghai) Healthcare Technology Co., Ltd.

dated April 19, 2017 (English translation) (incorporated

by reference to Exhibit 10.12 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14,

Securities Purchase Agreement

between Avalon GloboCare Corp.

and Genexosome Technologies Inc.

dated October 25, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Asset Purchase Agreement between Genexosome Technologies Inc.

and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Stock Purchase Agreement between Genexosome Technologies Inc., Beijing Jieteng (Genexosome) Biotech Co.

and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Executive Retention Agreement between Genexosome Technologies Inc.

and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Invention Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement between Genexosome Technologies Inc.

and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Director Agreement by and between Avalon GloboCare Corp.

dated October 25, 2017 (incorporated by reference to Exhibit 10.1

of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Asset Purchase Agreement

between Genexosome Technologies Inc.

and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.2 of the Current

Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Stock Purchase Agreement

between Genexosome Technologies Inc., Beijing Jieteng (Genexosome) Biotech Co.

and Yu Zhou dated October 25, 2017 (incorporated

by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Executive Retention Agreement

between Genexosome Technologies Inc.

and Yu Zhou dated October 25, 2017 (incorporated by reference to Exhibit 10.4 of the Current

Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Invention Assignment, Confidentiality,

Non-Compete and Non-Solicit Agreement between Genexosome Technologies Inc.

and Yu Zhou dated October 25, 2017 (incorporated by reference

to Exhibit 10.5 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017)

Director Agreement by and

between Avalon GloboCare Corp.

and Wilbert J.

Tauzin II dated November 1, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2017)

Agreement between Avalon GloboCare Corp.

and Tauzin Consultants, LLC dated November 1, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2017)

Tauzin II dated November 1, 2017 (incorporated by reference to Exhibit 10.1 of the

Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2017)

Agreement between Avalon

GloboCare Corp.

and Tauzin Consultants, LLC dated November 1, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report

on Form 8-K filed with the Securities and Exchange Commission on November 7, 2017)

Letter Agreement by and between Avalon GloboCare Corp.

39 unchanged sentences

Form of Securities Purchase Agreement dated April 25, 2019 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2019)

Revolving Line of Credit Agreement dated as of August 29, 2019 between Avalon GloboCare Corp.

and Wenzhao “Daniel” Lu dated August 29, 2019 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2019)

Form of Warrant Redemption and Cancellation Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)

Letter Agreement by and between Avalon GloboCare Corp.

and David Jin dated February 20, 2020 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2020)

Letter Agreement by and between Avalon GloboCare Corp.

and Meng Li dated February 20, 2020 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2020)

Letter Agreement by and between Avalon GloboCare Corp.

and Luisa Ingargiola dated February 20, 2020 (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2020)

Revolving Line

of Credit Agreement dated as of August 29, 2019 between Avalon GloboCare Corp.

and Wenzhao “Daniel” Lu dated August 29,

2019 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission

on September 3, 2019)

Form of Warrant Redemption

and Cancellation Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities

and Exchange Commission on October 21, 2019)

Letter Agreement by and

between Avalon GloboCare Corp.

and David Jin dated February 20, 2020 (Incorporated by reference to Exhibit 10.1 of the Current Report

on Form 8-K filed with the Securities and Exchange Commission on February 24, 2020)

Letter Agreement by and

between Avalon GloboCare Corp.

and Meng Li dated February 20, 2020 (Incorporated by reference to Exhibit 10.2 of the Current Report

on Form 8-K filed with the Securities and Exchange Commission on February 24, 2020)

Letter Agreement by and

between Avalon GloboCare Corp.

and Luisa Ingargiola dated February 20, 2020 (Incorporated by reference to Exhibit 10.3 of the Current

Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2020)

Debt Settlement Agreement and Release between Avalon GloboCare Corp.

and Wenzhao “Daniel” Lu (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2021)

Corporate Research Agreement by and between Avalon GloboCare Corp.

and the University of Pittsburgh of the Commonwealth System of Higher Education dated July 8, 2021 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2021)

Form of Securities Purchase

Agreement dated March 28, 2022 (incorporated by reference to Exhibit 10.47 of the Annual Quarterly Report on Form 10-K filed

with the Securities and Exchange Commission on March 30, 2022)

Form of Convertible Note

– March 2022 (incorporated by reference to Exhibit 10.48 of the Annual Quarterly Report on Form 10-K filed with the

Securities and Exchange Commission on March 30, 2022)

Loan Extension and Modification

Agreement between Avalon GloboCare Corp.

and Wenzhao Lu dated March 28, 2022 (incorporated by reference to Exhibit 10.49 of

the Annual Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2022)

Form of Securities Purchase Agreement dated March 28, 2022 (Incorporated by reference to Exhibit 10.47 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2022)

Form of Convertible Note – March 2022 (Incorporated by reference to Exhibit 10.48 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2022)

Form of Warrant – March 2022 (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2022)

Amendment No.

1 to the Equity Joint Venture Agreement entered between Avalon GloboCare Corp., Avactis Biosciences Inc., Arbele Limited and Arbele Biotherapeutics Limited dated April 6, 2022

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 20, 2018)

2 unchanged sentences

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Instance Document

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Management contract or

compensatory plan or arrangement.

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

November 15, 2021

Chief Executive Officer,

President and Director (Principal Executive Officer)

November 15, 2021

Luisa Ingargiola

Management contract or compensatory plan or arrangement.

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.

Chief Executive Officer, President and

Director (Principal Executive Officer)

/s/ Luisa Ingargiola

Luisa Ingargiola

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information