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Item 5. Other Information

2024-11-12 compared with 2024-08-19 · 27 added, 39 removed, 16 unchanged (80% of the section changed)

OTHER INFORMATION

(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

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 September 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 S-K.

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

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

and Mast Hill Fund, L.P.

(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).

Certificate of amendment dated October 23, 2024 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 29, 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.

4 unchanged sentences

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

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* Filed herewith.

** Furnished herewith.

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.

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