What changed in this filing

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Item 5. Other Information

2023-05-22 compared with 2022-11-14 · 23 added, 207 removed, 13 unchanged (95% of the section changed)

OTHER INFORMATION

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 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.

Nasdaq Notice

On February 9, 2022,

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

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

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

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

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)

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.

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.

HealthCare System Inc.

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

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)

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

HealthCare System Inc.

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

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.

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.

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)

Letter Agreement by and between Avalon GloboCare Corp.

and David Jin dated April 3, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2018)

Letter Agreement by and between Avalon GloboCare Corp.

and Meng Li dated April 3, 2018 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2018)

Advisory Service Contract between Ludaopei Hematology Research Institute Co., Ltd.

and Avalon (Shanghai) Healthcare Technology Co., Ltd.

dated April 1, 2018 (English translation) (Incorporated by reference to that Form S-1 Registration Statement filed with the Securities and Exchange Commission on April 19, 2018)

Form of Subscription Agreement by and between Avalon GloboCare Corp.

and the April 2018 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 April 18, 2018)

Supplementary Agreement Related to Share Subscription by and between Avalon GloboCare Corp., Avalon (Shanghai) Healthcare Technology Co., Ltd., Beijing DOING Biomedical Technology Co., Ltd.

and Daron Liang dated April 23, 2018 (English translation) (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 26, 2018)

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

dated May 3, 2018 (English translation) (incorporated by reference to Exhibit 10.18 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2018)

Director Agreement by and between Avalon GloboCare Corp.

and Tevi Troy dated June 4, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2018)

Joint Venture Agreement by and between Avalon (Shanghai) Healthcare Technology Co., Ltd.

and Jiangsu Unicorn Biological Technology Co., Ltd.

dated May 29, 2018 (English translation) (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2018)

Director Agreement by and between Avalon GloboCare Corp.

and William Stilley, III dated July 5, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2018)

Director Agreement by and between Avalon GloboCare Corp.

and Steven A.

Sanders dated July 30, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2018)

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

dated August 3, 2018 (English translation) (incorporated by reference to Exhibit 10.30 of the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on August 7, 2018)

Strategic Partnership Agreement between Avalon GloboCare Corp.

and Weill Cornell Medical College of Cornell University dated August 6, 2018 (incorporated by reference to Exhibit 10.31 of the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on August 7, 2018)

Equity Joint Venture Agreement by and between Avactis Biosciences, Inc., a wholly-owned subsidiary of Avalon GloboCare Corp., and Arbele Limited for the establishment of AVAR (China) BioTherapeutics Ltd.

dated October 23, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2018)

Letter Agreement by and between Avalon GloboCare Corp.

and David Jin dated January 3, 2019 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2019)

Letter Agreement by and between Avalon GloboCare Corp.

and Luisa Ingargiola dated January 3, 2019 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2019)

Letter Agreement by and between Avalon (Shanghai) Healthcare Technology Co.

and Meng Li dated January 3, 2019 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2019)

Promissory Note issued to Daniel Lu dated Mach 18, 2019 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2019)

Director Agreement by and between Avalon GloboCare Corp.

and Meng Li dated April 5, 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 8, 2019)

Not applicable.

The exhibits filed as part of this Quarterly Report on Form 10-Q are

listed in the exhibit index included herewith and are incorporated by reference herein.

EXHIBIT INDEX

Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2023).

Avalon GloboCare Corp.

2020 Incentive Stock Plan (Incorporated by Reference to Exhibit 4.1 of the Registrant’s Report on Form S-8 filed with the Securities and Exchange Commission on December 8, 2020).

Director Agreement by and Between Avalon GloboCare Corp.

and Yue “Charles” Li dated April 5, 2019 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2019)

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)

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 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.

and Wenzhao “Daniel” Lu dated July 25, 2022 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2022)

Conversion Agreement between Avalon GloboCare Corp.

and Fsunshine Trading PTE.

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)

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

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and Lourdes Felix dated January 9, 2023 (incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the SEC on January 11, 2023).

Second Amended and Restated Limited Company Agreement, dated February 9, 2023, by and among Laboratory Services MSO, LLC, SCBC Holdings LLC, the Zoe Family Trust, Bryan Cox, Sarah Cox and the members named therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 13, 2023).

Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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* Filed herewith.

Management contract or compensatory plan or arrangement.

** Furnished herewith.

contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities

1 unchanged sentence

AVALON GLOBOCARE CORP.

November 14, 2022

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

November 14, 2022

Chief Executive Officer

( Principal Executive Officer )

/s/ Luisa Ingargiola

Luisa Ingargiola

Chief Financial Officer (Principal Financial and Accounting Officer)

Chief Financial Officer

( Principal Financial and Accounting Officer )

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