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Item 5. Other Information

2025-05-13 compared with 2024-11-12 · 33 added, 28 removed, 15 unchanged (80% of the section changed)

OTHER INFORMATION

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.

(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 March 31, 2025, 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

reference herein .

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).

EXHIBIT INDEX

Agreement and Plan of Merger, dated March 7, 2025, by and among the registrant, Nexus MergerSub Limited and YOOV Group Holding Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Certificate of Designations of Preferences and Rights of Series D Convertible Preferred Stock of the registrant (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 10, 2025).

Certificate of Elimination relating to the Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Certificate of Elimination relating to the Series B Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Amendment No.

1 to the registrant’s bylaws (incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Exchange Agreement, between the registrant and Wenzhao Lu, dated as of January 9, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 10, 2025).

Redemption and Abandonment Agreement, dated February 26, 2025, by and among the registrant, Laboratory Services MSO LLC, SCBC Holdings LLC, the Zoe Family Trust, Bryan Cox, Sarah Cox and Avalon Laboratory Services, Inc.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 27, 2025).

Form of Avalon Voting and Support Agreement by and among the registrant, YOOV Group Holding Limited and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Form of YOOV Voting and Support Agreement by and among the registrant, YOOV Group Holding Limited and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Form of Lock-Up Agreement by and among the registrant, certain holders of the registrant’s securities, and the equityholders of YOOV Group Holding Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

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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