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Item 5. Other Information

2024-08-19 compared with 2024-05-31 · 26 added, 56 removed, 29 unchanged (74% of the section changed)

OTHER INFORMATION

(a) 2023 Convertible

Notes and March 2024 Convertible Notes – Events of Default.

date of this report, we have outstanding the 2023 Convertible Notes with the 2023 Notes Lenders and the March 2024 Convertible Note with

the March 2024 Lender, each as further discussed in Item 1 of this report under “Note 6.

Convertible Note Payable.” The 2023

Convertible Notes and the March 2024 Convertible Note contain customary events of default, upon the occurrence of which (after giving

effect to the right to cure of the borrower), the notes shall become due and payable and the borrower shall pay to the lender/s an amount

equal to the principal amount then outstanding under the 2023 Convertible Notes and the March 2024 Convertible Note plus accrued interest

(including any Default Interest, as defined in the 2023 Convertible Notes and the March 2024 Convertible Note, respectively), provided,

however, that the 2023 Notes Lenders and the March 2024 Lender may in their sole discretion determine to accept payment part in shares

of the Company’s common stock (pursuant to the conversion formula set forth in the 2023 Convertible Notes and the March 2024 Convertible

Note) and part in cash.

quarter ended March 31, 2024, the Company’s market capitalization fell below $5 million, which constitutes an event of default under

the 2023 Convertible Notes and the March 2024 Convertible Note.

Pursuant to Section 3.22

of the 2023 Convertible Notes (and the March 2024 Convertible Note), the Company (as borrower under such notes) has a right to cure such

default within ten (10) calendar days (the “Cure Period”) after the earlier of (i) the date the borrower receives notice from

the lenders demanding cure of such default, or (ii) the first date that the then Chief Executive Officer, Chief Financial Officer, or

Board of Directors of the borrower has actual knowledge of the existence of the default.

The Company did not receive any notice from the

2023 Notes Lenders or the March 2024 Lender with respect to the event of default.

The Company first had actual knowledge of the existence

of the default on April 29, 2024 and received a waiver from the 2023 Notes Lenders and the March 2024 Lender, waiving this event of default

on May 29, 2024.

Although this waiver was not within the Cure Period, the lenders provided a full waiver to the event of default prior

to the issuance of this report.

In addition, the Company failed to file this report

in a timely manner during the prescribed period following the Company’s filing of a 12b-25 extension with respect thereto, which

would have triggered an event of default under the 2023 Convertible Notes and the March 2024 Convertible

Note but for receipt by the Company of the waiver with respect to this event of default from the 2023 Notes Lenders and the March 2024

Lender on the original due date of this report (which waiver was reaffirmed on May 29, 2024) .

Furthermore, on May 23, 2024, the Company received

a waiver to the required amortization payment under the May 2023 Convertible Note.

Pursuant to the waiver, the Company received an extension

until June 10, 2024 to allow time for the payment to be made or to allow the Company to refinance the Convertible Notes.

the 2023 Convertible Notes and the March 2024 Convertible Note are no longer in default as of the date of this report.

The events of default

described above did not have an accounting impact on the Company’s unaudited financial statements for the quarter ended March 31,

2024 since the events of default were either cured within the Cure Period or prior to the date of this report and no penalties associated

with such events of default under the 2023 Convertible Notes and March 2024 Convertible Notes were ever triggered.

(b) None of the Company’s directors and

officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non- Rule 10b5-1

trading arrangement during the Company's fiscal quarter ended March 31, 2024 (each as defined in Item 408 of Regulation S-K under the

Securities Exchange Act of 1934, as amended).

(b) There have been no

material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the

Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

During the quarter ended June 30, 2024, no director or officer adopted or terminated :

(i) any contract, instruction or written plan for

the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule

10b5-1 trading arrangement”);

and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation

exhibits filed as part of this Quarterly Report on Form 10-Q are listed in the exhibit index included herewith and are incorporated by

1 unchanged sentence

EXHIBIT INDEX

Mortgage and Security Agreement, dated March 27, 2024, between Avalon GloboCare Corp.

Securities Purchase Agreement, dated June 5, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2024).

Mortgage and Security Agreement, dated March 27, 2024, between Avalon GloboCare Corp.

and Firstfire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2024).

Security Purchase Agreement, dated March 7, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, LP.*

Senior Secured Convertible Promissory Note, dated March 7, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, LP.*

Security Agreement, dated March 7, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, LP.*

Warrant, dated March 7, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, LP.*

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024).

Security Agreement, dated June 5, 2024, among Avalon GloboCare Corp., Avalon Healthcare System Inc., Avalon Laboratory Services, Inc., Avalon RT 9 Properties, LLC, Avactis Biosciences, Inc., Genexosome Technologies Inc., International Exosome Association LLC and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024).

Senior Secured Promissory Note, dated June 5, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024).

First Warrant, dated June 5, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024).

Second Warrant, dated June 5, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024).

Mortgage and Security Agreement, dated June 5, 2024, between Avalon GloboCare Corp.

and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2024).

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.

16 unchanged sentences

AVALON GLOBOCARE CORP.

August 19, 2024

Chief Executive Officer

1 unchanged sentence

/s/ Luisa Ingargiola

August 19, 2024

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