What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-11-14 compared with 2022-08-05 · 100 added, 94 removed, 120 unchanged (62% of the section changed)

8 unchanged sentences

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

December 13, 2019 through August 4, 2022, Jefferies sold an aggregate of 6,429,486 shares of common stock at an average price of $1.57

per share to investors.

From December

13, 2019 through November 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.

1 unchanged sentence

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.

the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

therein indicating that, based upon the closing bid price of the Company’s common stock (the “Common Stock”) for the

prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per

share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price

Requirement”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until August 8, 2022,

to regain compliance.

On August 9, 2022, the

Company received a second letter from the Staff advising that the Company had been granted an additional 180 calendar days, or to February

6, 2023, to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

The Company will continue

to monitor the closing bid price of its Common Stock and seek to regain compliance with the Minimum Bid Price Requirement within the allotted

compliance period.

If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the

Company’s Common Stock will be subject to delisting.

The Company would then be entitled to appeal that determination to a Nasdaq

hearings panel.

There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day

A delisting of our common

2 unchanged sentences

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.

Open Market Sale Agreement SM , dated as of December 13, 2019, by and between Avalon GloboCare

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)

(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)

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)

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)

(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 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.

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

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 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.

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)

(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)

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)

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)

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)

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)

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)

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.

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.

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

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)

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.

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)

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.

68 unchanged sentences

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)

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)

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)

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)

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

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)

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)

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)

10.53 Amendment

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 (Incorporated

by reference to Exhibit 10.53 of the Quarterly Report on Form 10-Q filed with the Securities

and Exchange Commission on May 11, 2022)

Corporate Research Agreement 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 10.1 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 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)

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 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 (Incorporated by reference to Exhibit 10.53 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2022)

Debt Settlement Agreement and Release between Avalon GloboCare Corp.

3 unchanged sentences

dated July 25, 2022 (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2022)

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)

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act

Certification

of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act

Certification

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

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)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act

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

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

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

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

Filed herewith

3 unchanged sentences

AVALON GLOBOCARE CORP.

August 5, 2022

Chief Executive Officer, President and

Director (Principal Executive Officer)

August 5, 2022

November 14, 2022

Chief Executive Officer, President and Director (Principal Executive Officer)

November 14, 2022

/s/ 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