Change Agents Corporation. 10-Q

Item 1. Financial Statements. March 31, December 31, 2025 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 1,369,586 $ 2,856,309 Rent receivable 81,854 80,829 Receivable from sale of equity method investment, current portion 975,000 - Prepaid expense and other current assets 367,818 299,360 Total Current Assets 2,794,258 3,236,498 NON-CURRENT ASSETS: Operating lease right-of-use assets, net 113,253 4,709 Receivable from sale of equity method investment, noncurrent portion 675,000 - Property and equipment, net 10,660 12,912 Investment in real estate, net 6,980,551 7,022,721 Equity method investments, net - 10,636,544 Other non-current assets 36,067 71,794 Total Non-current Assets 7,815,531 17,748,680 Total Assets $ 10,609,789 $ 20,985,178 LIABILITIES AND (DEFICIT) EQUITY CURRENT LIABILITIES: Accrued professional fees $ 984,869 $ 611,462 Accrued research and development fees 153,772 153,772 Accrued payroll liability and compensation 550,931 501,258 Accrued litigation settlement 373,450 373,450 Accrued liabilities and other payables 524,872 434,117 Accrued liabilities and other payables - related parties 100,000 732,916 Operating lease obligation, current portion 67,547 10,709 Advance from pending sale of noncontrolling interest - related party 3,328,078 3,108,106 Derivative liability 223,052 127,545 Note payable, net 5,745,254 5,715,447 Convertible note payable, net 2,397,528 2,113,773 Total Current Liabilities 14,449,353 13,882,555 NON-CURRENT LIABILITIES: Operating lease obligation, noncurrent portion 51,706 - Total Non-current Liabilities 51,706 - Total Liabilities 14,501,059 13,882,555 Commitments and Contingencies (Note 15) (DEFICIT) EQUITY: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; Series A convertible preferred stock, 0 and 9,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively - 9,000,000 Series B convertible preferred stock, 0 and 11,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively - 11,000,000 Series C convertible preferred stock, 3,500 shares issued and outstanding at March 31, 2025 and December 31, 2024; Liquidation preference $ 3.5 million at March 31, 2025 3,500,000 3,500,000 Series D convertible preferred stock, 5,000 and 0 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively; Liquidation preference $ 5 million at March 31, 2025 8,837,527 - Common stock, $ 0.0001 par value; 100,000,000 shares authorized; 1,655,134 shares issued and 1,651,667 shares outstanding at March 31, 2025; 1,445,979 shares issued and 1,442,512 shares outstanding at December 31, 2024 166 145 Additional paid-in capital 74,673,916 72,023,525 Less: common stock held in treasury, at cost; 3,467 shares at March 31, 2025 and December 31, 2024 ( 522,500 ) ( 522,500 ) Accumulated deficit ( 90,155,236 ) ( 87,673,125 ) Statutory reserve 6,578 6,578 Accumulated other comprehensive loss ( 231,721 ) ( 232,000 ) Total Avalon GloboCare Corp. stockholders’ (deficit) equity ( 3,891,270 ) 7,102,623 Noncontrolling interest - - Total (Deficit) Equity ( 3,891,270 ) 7,102,623 Total Liabilities and (Deficit) Equity $ 10,609,789 $ 20,985,178 See accompanying notes to the condensed consolidated financial statements. 1 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended March 31, 2025 2024 REAL PROPERTY RENTAL REVENUE $ 349,800 $ 314,588 REAL PROPERTY OPERATING EXPENSES 280,390 263,126 REAL PROPERTY OPERATING INCOME 69,410 51,462 INCOME FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO 392,677 107,469 OTHER OPERATING EXPENSES: Advertising and marketing expenses 71,150 45,000 Professional fees 1,691,579 442,335 Compensation and related benefits 340,420 353,571 Other general and administrative expenses 165,713 161,087 Total Other Operating Expenses 2,268,862 1,001,993 LOSS FROM OPERATIONS ( 1,806,775 ) ( 843,062 ) OTHER (EXPENSE) INCOME Interest expense - amortization of debt discount and debt issuance costs ( 313,562 ) ( 272,196 ) Interest expense - other ( 246,456 ) ( 236,215 ) Interest expense - related party - ( 10,596 ) Change in fair value of derivative liability ( 114,360 ) 31,212 Other expense ( 958 ) ( 36,656 ) Total Other Expense, net ( 675,336 ) ( 524,451 ) LOSS BEFORE INCOME TAXES ( 2,482,111 ) ( 1,367,513 ) INCOME TAXES - - NET LOSS $ ( 2,482,111 ) $ ( 1,367,513 ) LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS AFTER NONCONTROLLING INTEREST ( 2,482,111 ) ( 1,367,513 ) DEEMED CONTRIBUTION ON EXCHANGE OF EQUITY INSTRUMENTS 162,473 - NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS $ ( 2,319,638 ) $ ( 1,367,513 ) NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: Basic and diluted $ ( 1.43 ) $ ( 1.86 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted 1,624,629 735,225 COMPREHENSIVE LOSS: NET LOSS $ ( 2,482,111 ) $ ( 1,367,513 ) OTHER COMPREHENSIVE INCOME (LOSS) Unrealized foreign currency translation gain (loss) 279 ( 2,920 ) COMPREHENSIVE LOSS ( 2,481,832 ) ( 1,370,433 ) LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST - - COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS $ ( 2,481,832 ) $ ( 1,370,433 ) See accompanying notes to the condensed consolidated financial statements. 2 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY For the Three Months Ended March 31, 2025 (Unaudited) Avalon GloboCare Corp. Stockholders’ (Deficit) Equity Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock Common Stock Treasury Stock Accumulated Number Number Number Number Number Additional Number Other Total of of of of of Paid-in of Accumulated Statutory Comprehensive Noncontrolling Equity Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Reserve Loss Interest (Deficit) Balance, January 1, 2025 9,000 $ 9,000,000 11,000 $ 11,000,000 3,500 $ 3,500,000 - $ - 1,445,979 $ 145 $ 72,023,525 ( 3,467 ) $ ( 522,500 ) $ ( 87,673,125 ) $ 6,578 $ ( 232,000 ) $ - $ 7,102,623 Issuance of common stock upon cashless exercise of stock warrants - - - - - - - - 186,877 19 ( 19 ) - - - - - - - Issuance of common stock for services - - - - - - - - 22,278 2 111,230 - - - - - - 111,232 Reclassification of derivative liability to equity - - - - - - - - - - 18,853 - - - - - - 18,853 Series D Convertible Preferred Stock issued in exchange of Series A Convertible Preferred Stock ( 9,000 ) ( 9,000,000 ) - - - - 5,000 8,837,527 - - 162,473 - - - - - - - Series B Convertible Preferred Stock extinguished related to sale of equity method investment - - ( 11,000 ) ( 11,000,000 ) - - - - - - 2,348,695 - - - - - - ( 8,651,305 ) Stock-based compensation - - - - - - - - - - 9,159 - - - - - - 9,159 Foreign currency translation adjustment - - - - - - - - - - - - - - - 279 - 279 Net loss for the three months ended March 31, 2025 - - - - - - - - - - - - - ( 2,482,111 ) - - - ( 2,482,111 ) Balance, March 31, 2025 - $ - - $ - 3,500 $ 3,500,000 5,000 $ 8,837,527 1,655,134 $ 166 $ 74,673,916 ( 3,467 ) $ ( 522,500 ) $ ( 90,155,236 ) $ 6,578 $ ( 231,721 ) $ - $ ( 3,891,270 ) See accompanying notes to the condensed consolidated financial statements. 3 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Three Months Ended March 31, 2024 (Unaudited) Avalon GloboCare Corp. Stockholders’ Equity Series A Preferred Stock Series B Preferred Stock Common Stock Treasury Stock Accumulated Number Number Number Additional Number Other of of of Paid-in of Accumulated Statutory Comprehensive Noncontrolling Total Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Reserve Loss Interest Equity Balance, January 1, 2024 9,000 $ 9,000,000 11,000 $ 11,000,000 736,769 $ 74 $ 67,886,082 ( 3,467 ) $ ( 522,500 ) $ ( 79,769,731 ) $ 6,578 $ ( 231,727 ) $ - $ 7,368,776 Issuance of common stock as convertible note payable commitment fee - - - - 7,000 1 41,999 - - - - - - 42,000 Stock-based compensation - - - - - - 13,533 - - - - - - 13,533 Foreign currency translation adjustment - - - - - - - - - - - ( 2,920 ) - ( 2,920 ) Net loss for the three months ended March 31, 2024 - - - - - - - - - ( 1,367,513 ) - - - ( 1,367,513 ) Balance, March 31, 2024 9,000 $ 9,000,000 11,000 $ 11,000,000 743,769 $ 75 $ 67,941,614 ( 3,467 ) $ ( 522,500 ) $ ( 81,137,244 ) $ 6,578 $ ( 234,647 ) $ - $ 6,053,876 See accompanying notes to the condensed consolidated financial statements. 4 AVALON GLOBOCARE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 2,482,111 ) $ ( 1,367,513 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 44,428 44,481 Change in straight-line rent receivable 29,288 20,548 Amortization of operating lease right-of-use asset 18,956 29,448 Stock-based compensation and service expense 26,371 45,746 income from equity method investment ( 392,677 ) ( 107,469 ) Distribution of earnings from equity method investment - 160,788 Amortization of debt issuance costs and debt discount 313,562 272,196 Change in fair market value of derivative liability 114,360 ( 31,212 ) Changes in operating assets and liabilities: Rent receivable - 113,024 Security deposit 5,473 - Deferred leasing costs 8,021 8,350 Prepaid expense and other assets ( 24,698 ) ( 3,739 ) Accrued liabilities and other payables 556,057 ( 14,758 ) Accrued liabilities and other payables - related parties - ( 62,151 ) Operating lease obligation ( 18,956 ) ( 23,448 ) NET CASH USED IN OPERATING ACTIVITIES ( 1,801,926 ) ( 915,709 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equity method investment 95,000 - NET CASH PROVIDED BY INVESTING ACTIVITIES 95,000 - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of convertible debt and warrants - 665,000 Payments of convertible debt issuance costs - ( 72,700 ) Repayments of convertible debt - ( 866,000 ) Advance from pending sale of noncontrolling interest in subsidiary 219,972 1,210,472 NET CASH PROVIDED BY FINANCING ACTIVITIES 219,972 936,772 EFFECT OF EXCHANGE RATE ON CASH 231 ( 995 ) NET (DECREASE) INCREASE IN CASH ( 1,486,723 ) 20,068 CASH - beginning of period 2,856,309 285,400 CASH - end of period $ 1,369,586 $ 305,468 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ 164,500 $ 238,782 NON-CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for future services $ 51,635 $ - Common stock issued for accrued liabilities $ 42,385 $ - Receivable related to sale of equity method investment $ 1,745,000 $ - Related party payable extinguished upon sale of equity method investment $ 632,916 $ - Series B Convertible Preferred Stock extinguished related to sale of equity method investment $ 11,000,000 $ - Series D Convertible Preferred Stock issued in exchange of Series A Convertible Preferred Stock $ 9,000,000 $ - Warrants issued as convertible note payable finder’s fee $ - $ 1,679 Warrants issued with convertible note payable recorded as debt discount $ - $ 20,374 Common stock issued as convertible note payable commitment fee $ - $ 42,000 Equity method investment payable paid by a related party $ - $ 666,667 Settlement of derivative liability $ 18,853 $ - Issuance of common stock upon cashless exercise of stock warrants $ 19 $ - Initial ROU asset and lease liability $ 127,486 $ - See accompanying notes to the condensed consolidated financial statements. 5 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare Corp. (the “Company” or “ALBT”) was incorporated under the laws of the State of Delaware on July 28, 2014. The Company is a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products and the advancement of intellectual property in cellular therapy. The Company is currently marketing the KetoAir™ breathalyzer device and plans to develop additional diagnostic uses of the breathalyzer technology. The KetoAir TM is registered with the U.S. Food and Drug Administration as a Class I medical device. On May 18, 2015, Avalon Healthcare System, Inc. (“AHS”) was incorporated under the laws of the State of Delaware. AHS owns 100 % of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), which is a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”). Avalon Shanghai was incorporated on April 29, 2016, and was engaged in medical related consulting services for customers. Due to the winding down of the medical related consulting services in 2022, the Company decided to cease all operations of Avalon Shanghai and no longer has any material revenues or expenses in Avalon Shanghai. As a result, Avalon Shanghai is no longer an operating entity. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC (“Avalon RT 9”), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and operations. In addition, the property generates rental income. Avalon RT 9 owns this office building. Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. As of March 31, 2025, the occupancy rate of the building is 96.2 %. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc. (“Avactis”), a Nevada corporation, which is a patent holding company. Commencing on April 6, 2022, the Company owns 60 % of Avactis and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”) owns 40 % of Avactis. Avactis owns 100 % of the capital stock of Avactis Nanjing Biosciences Ltd., a company incorporated in the PRC on May 8, 2020 (“Avactis Nanjing”), which only owns a patent and is not considered an operating entity. Currently, Avactis and Avactis Nanjing are dormant and are in process of being dissolved. On October 14, 2022, the Company formed a wholly owned subsidiary, Avalon Laboratory Services, Inc. (“Avalon Lab”), a Delaware company. On February 9, 2023, Avalon Lab purchased 40 % of the issued and outstanding equity interests of Laboratory Services MSO, LLC, a private limited company formed under the laws of the State of Delaware on September 6, 2019 (“Lab Services MSO”), and its subsidiaries. Lab Services MSO, through its subsidiaries, is engaged in providing laboratory testing services. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by Avalon Lab. On May 1, 2024, the Company formed a wholly owned subsidiary, Q&A Distribution LLC (“Q&A Distribution”), a Texas company. Q&A Distribution is engaged in distribution of KetoAir device. 6 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued) Details of the Company’s subsidiaries which are included in these condensed consolidated financial statements as of March 31, 2025 are as follows: Name of Subsidiary Place and Date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. (“AHS”) Delaware May 18, 2015 100 % held by ALBT Holding company for payroll and other expenses Avalon RT 9 Properties LLC (“Avalon RT 9”) New Jersey February 7, 2017 100 % held by ALBT Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) PRC April 29, 2016 100 % held by AHS Not considered an operating entity Genexosome Technologies Inc. (“Genexosome”) Nevada July 31, 2017 60 % held by ALBT No current activities to report; dormant Avactis Biosciences Inc. (“Avactis”) Nevada July 18, 2018 60 % held by ALBT Dormant; in process of being dissolved Avactis Nanjing Biosciences Ltd. (“Avactis Nanjing”) PRC May 8, 2020 100 % held by Avactis Dormant; in process of being dissolved Avalon Laboratory Services, Inc. (“Avalon Lab”) Delaware October 14, 2022 100 % held by ALBT No current activities to report; dormant Q&A Distribution LLC (“Q&A Distribution”) Texas May 1, 2024 100 % held by ALBT Distributes KetoAir device NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. 7 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION (continued) Going Concern The Company is a commercial-stage company dedicated to developing and delivering precision diagnostic consumer products. The Company is currently marketing the Keto Air breathalyzer device and plans to develop additional diagnostic uses of the breathalyzer technology. In addition, the Company owns commercial real estate that houses its headquarters in Freehold, New Jersey. These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of approximately $ 11,655,000 at March 31, 2025 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $ 2,482,000 and $ 1,802,000 for the three months ended March 31, 2025, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of generating rental revenue from its income-producing real estate property in New Jersey, generating revenue for selling of Keto Air, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenue. There are no assurances that the Company will be successful in its efforts to generate significant revenue, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the three months ended March 31, 2025 and 2024 include the useful life of investment in real estate and intangible assets, the assumptions used in assessing impairment of long-term assets, the valuation of deferred tax assets and the associated valuation allowances, the valuation of stock-based compensation, the valuation of Series D convertible preferred stock (“Series D Preferred Stock”), and the assumptions used to determine fair value of warrants and embedded conversion features of convertible note payable . 8 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. Certain assets and liabilities are measured at fair value on a recurring basis. These assets and liabilities are measured at fair value on an ongoing basis. These assets and liabilities include derivative liability. Derivative liability. Derivative liability is carried at fair value and measured on an ongoing basis. The table below reflects the activity of derivative liability measured at fair value for the three months ended March 31, 2025: Significant Unobservable Inputs (Level 3) Balance of derivative liability as of January 1, 2025 $ 127,545 Reclassification of additional paid-in capital upon conversion ( 18,853 ) Loss from change in the fair value of derivative liability 114,360 Balance of derivative liability as of March 31, 2025 $ 223,052 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument -by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents At March 31, 2025 and December 31 , 2024, the Company’s cash balances by geographic area were as follows: Country: March 31, 2025 December 31, 2024 United States $ 1,351,923 98.7 % $ 2,844,522 99.6 % China 17,663 1.3 % 11,787 0.4 % Total cash $ 1,369,586 100.0 % $ 2,856,309 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at March 31, 2025 and December 31, 2024. 9 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Credit Risk and Uncertainties The Company maintains a portion of its cash on deposits with bank and financial institution within the U.S. that at times may exceed federally-insured limits of $ 250,000 . The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At March 31, 2025, the Company’s cash balances in United States bank accounts had approximately $ 840,000 in excess of the federally-insured limits. The Company’s concentrations of credit risk with respect to its rent receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its tenants to help further reduce credit risk. Investment in Unconsolidated Company The Company uses the equity method of accounting for its investment in, and earning or loss of, investees that it does not control but over which it does exert significant influence. The Company applies the equity method by initially recording these investments at cost, as equity method investments, subsequently adjusted for equity in earnings and cash distributions. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 5 for discussion of equity method investment. The Company classifies distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities. Receivable from Sale of Equity Method Investment During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, the Company and Lab Services MSO entered into a Redemption and Abandonment Agreement (the “Redemption Agreement”), whereby Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by the Company for cash and the surrender of its Series B convertible preferred stock (“Series B Preferred Stock”) having a carrying value of $ 11,000,000 . The aggregate cash amount to the Company for the redemption was $ 1,745,000 , to be paid as follows: one payment of $ 95,000 at the closing of the redemption and, beginning in March 2025, monthly payments of $ 75,000 until December 2026. In addition, pursuant to the terms of the Redemption Agreement, all shares of the Company’s Series B Preferred Stock previously issued to SCBC Holdings LLC as partial consideration for the equity interests of Laboratory Services MSO, were permanently surrendered and relinquished to the Company for no additional consideration. The difference of $ 2,348,695 between the carrying value of the extinguished Series B Preferred Stock, the aggregate cash amount to the Company for the redemption, net of the payables due to Lab Services MSO of $ 632,916 , totaling $ 13,377,916 , and the carrying value of the equity method investment of $ 11,029,221 was accounted for as an increase to additional paid-in capital (See Note 10 - Series B Convertible Preferred Stock Extinguished Related to Sale of Equity Method Investment). Accordingly, beginning in February 2025, the Company no longer offers laboratory services. As of March 31, 2025, the receivable from sale of equity method investment amounted to $ 1,650,000 , of which $ 975,000 was included in current assets and $ 675,000 was included in non-current assets. Management believes that the receivable is fully collectable. Therefore, no material allowance for doubtful accounts was deemed to be required on the receivable at March 31, 2025. Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity . 10 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Per Share Data (continued) Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company had $ 162,473 in deemed contribution during the three months ended March 31, 2025, which increases the numerator in the net loss per share calculation. For the three months ended March 31, 2025 and 2024, potentially dilutive common shares consisted of the common shares issuable upon the conversion of convertible preferred stock and convertible notes (using the if-converted method) and exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The calculation of basic and diluted net loss per common share attributable to the Company common shareholders includes 150,000 of the pre-funded warrants that remained outstanding as of March 31, 2025. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended March 31, 2025 2024 Options to purchase common stock 1,451,425 47,287 Warrants to purchase common stock 171,163 60,562 Series A convertible preferred stock (*) - 60,000 Series B convertible preferred stock (**) - 194,004 Series C convertible preferred stock (***) 1,452,282 - Series D convertible preferred stock (****) 2,074,689 - Convertible notes and related accrued interest (*****) 234,554 90,133 Potentially dilutive securities 5,384,113 451,986 (*) Assumed the Series A convertible preferred stock (“Series A Preferred Stock”) was converted into shares of common stock of the Company at a conversion price of $ 150.00 per share . (**) Assumed the Series B convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $ 56.70 per share. (***) Assumed the Series C convertible preferred stock (“Series C Preferred Stock”) was converted into shares of common stock of the Company at a conversion price of $ 2.41 per share. (****) Assumed the Series D convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $ 2.41 per share. (*****) Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $ 11.25 per share for the three months ended March 31, 2025. Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $ 67.50 and $ 22.50 and $ 15.00 per share for the three months ended March 31, 2024. Real Property Rental Revenue The Company has determined that ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are included in rent receivable on the condensed consolidated balance sheets. 11 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Segment Reporting The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and was mainly organized by services. During the three months ended March 31, 2025 and 2024, the Company is organized into two services-oriented strategic business units: real property rental services and laboratory testing services (which ended on the redemption date, February 26, 2025) — which are led by our strategic business unit managers. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. On February 9, 2023, the Company purchased 40 % of Lab Services MSO. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of Avalon Lab’s investment and on February 26, 2025, Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by Avalon Lab. Commencing from the purchase date, February 9, 2023, through the redemption date, February 26, 2025, the Company was active in the management of Lab Services MSO. During the three months ended March 31, 2025 and 2024, the Company operated in two reportable business segments: (1) the real property operating segment, and (2) laboratory testing services segment (which ended on the redemption date, February 26, 2025) since Lab Services MSO’s operating results are regularly reviewed by the Company’s chief operating decision maker to determine the resources to be allocated to the segment and assess its performance. Prior to February 26, 2025, the Company regularly reviewed the operating results and performance of Lab Services MSO, for which the Company accounted for under the equity method. The Company’s President and Chief Executive Officer is its CODM. The Company reports operational data to its CODM at the segment level, which he uses to evaluate performance and allocate resources based on real property operating income and income from equity method investment – Lab Services MSO. Reverse Stock Split The Company effectuated a 1-for-15 reverse stock split of its outstanding shares of common stock on October 28, 2024. The reverse split did not change the par value of common stock. All references in these condensed consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), to simplify accounting for certain financial instruments. ASU 2020-06 eliminated the then-current models that required separation of beneficial conversion and cash conversion features from convertible instruments and simplified the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. ASU 2020-06 also introduced additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amended the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2020-06 did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 became effective for the Company’s annual period beginning on January 1, 2024 and interim periods beginning after January 1, 2025. The Company adopted this guidance in the fourth quarter of 2024. The Company’s results of operations, cash flows, and financial condition were not impacted by the adoption of this ASU. 12 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Standards (continued) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance was intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 addressed investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 was effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption was permitted. The adoption of ASU 2023-09 did not have a material effect on the Company’s condensed consolidated financial statements and related disclosures. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows or disclosures. NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS At March 31, 2025 and December 31, 2024, prepaid expense and other current assets consisted of the following: March 31, 2025 December 31, 2024 Prepaid professional fees $ 90,431 $ 33,665 Prepaid directors’ and officers’ liability insurance premium 12,834 9,741 Prepaid NASDAQ listing fee 39,750 - Deferred leasing costs 28,980 31,587 Security deposit 12,256 17,654 Due from broker 33,160 32,885 Finished goods 90,116 92,230 Recoverable value-added tax 10,094 9,245 Others 50,197 72,353 Total $ 367,818 $ 299,360 NOTE 5 – EQUITY METHOD INVESTMENT On February 9, 2023, the Company entered into and closed an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among Avalon Lab, SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals (each an “Owner” and collectively, the “Owners”), and Lab Services MSO. Pursuant to the terms and conditions set forth in the Amended MIPA, Avalon Lab acquired from the Seller, 40 % of the issued and outstanding equity interests of Lab Services MSO (the “Purchased Interests”). The consideration paid by Avalon Lab to Seller for the Purchased Interests consisted of $ 20,666,667 , which was comprised of (i) $ 9,000,000 in cash, (ii) $ 11,000,000 pursuant to the issuance of 11,000 shares of the Company’s Series B Preferred Stock, stated value $ 1,000 (the “Series B Stated Value”), which approximated the fair value, and (iii) a $ 666,667 cash payment on February 9, 2024. The Series B Preferred Stock was convertible into shares of the Company’s common stock at a conversion price per share equal to $ 56.70 , which approximated the market price at the date of closing, or an aggregate of 194,004 shares of the Company’s common stock, which were subject to a lock-up period and restrictions on sale. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of the Company’s investment and on February 26, 2025, the Company and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by the Company (See Note 3 - Receivable from Sale of Equity Method Investment). 13 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 5 – EQUITY METHOD INVESTMENT (continued) Lab Services MSO, through its subsidiaries, was engaged in providing laboratory testing services. During the period from February 9, 2023 (date of investment) through February 26, 2025 (date of sale), Avalon Lab and an unrelated company, had an ownership interest in Lab Services MSO of 40 % and 60 %, respectively. In accordance with ASC 810, the Company determined that Lab Services MSO did not qualify as a variable interest entity, nor did it have a controlling financial interest over the legal entity. However, the Company determined that it does have significant influence as a result of its board representation. Therefore, the Company treats the equity investment in the condensed consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the purchased-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). At February 9, 2023 (date of investment), the excess of the Company’s share of the fair values of the investee’s identifiable net assets over the cost of the investment was approximately $ 19,460,000 which was attributable to intangible assets and goodwill. Thereafter, the investment was adjusted for the post purchase change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. Intangible assets consisted of the valuation of identifiable intangible assets acquired, representing trade names and customers relationships, which were being amortized on a straight-line method over the estimated useful life of 15 years. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. For the period from January 1, 2025 through February 26, 2025 (date of sale) and for the three months ended March 31, 2024, amortization expense of these intangible assets amounted to $ 111,156 and $ 166,733 , respectively, which was included in income from equity method investment — Lab Services MSO in the accompanying condensed consolidated statements of operations and comprehensive loss. Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in the business acquisition of Lab Services MSO incurred on February 9, 2023. Goodwill is not amortized but is tested for impairment at least once annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. For the period from January 1, 2025 through February 26, 2025 (date of sale) and for the three months ended March 31, 2024, the Company’s share of Lab Services MSO’s net income was $ 503,833 and $ 274,202 , respectively, which was included in income from equity method investment — Lab Services MSO in the accompanying condensed consolidated statements of operations and comprehensive loss . The Company classifies distributions received from its investment on Lab Services MSO using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. For the period from January 1, 2025 through February 26, 2025 (date of sale) and for the three months ended March 31, 2024, distribution of earnings from the Company’s investment on Lab Services MSO amounted to $ 0 and $ 160,788 , respectively. In the three months ended March 31, 2025, activity recorded for the Company’s equity method investment in Lab Services MSO is summarized in the following table: Equity investment carrying amount at January 1, 2025 $ 10,636,544 Lab Services MSO’s net income attributable to the Company 503,833 Intangible assets amortization amount ( 111,156 ) Sale of equity investment ( 11,029,221 ) Equity investment carrying amount at March 31, 2025 $ - As of December 31, 2024, the Company’s carrying value of the identified intangible assets and goodwill which are included in the equity investment carrying amount was $ 8,725,712 and $ 0 , respectively. 14 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 5 – EQUITY METHOD INVESTMENT (continued) The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: For the Period from January 1, 2025 through February 26, 2025 (Date of Sale) For the Three Months Ended March 31, 2024 Net revenue $ 4,241,732 $ 3,376,372 Gross profit 2,155,760 1,003,789 Income from operation 1,513,000 275,026 Net income 1,259,582 685,504 NOTE 6 – CONVERTIBLE NOTE PAYABLE June 2024 Convertible Note On June 5, 2024, the Company entered into securities purchase agreements with Mast Hill Fund L.P. (“Mast Hill”) for the issuance of 13.0 % senior secured promissory notes in the aggregate principal amount of $ 2,845,000 (collectively, the “June 2024 Convertible Note”) convertible into shares of the Company’s common stock, as well as the issuance of 26,800 shares of common stock as a commitment fee and warrants for the purchase of 146,667 shares of common stock of the Company. The Company and its subsidiaries have also entered into a security agreement, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the June 2024 Convertible Note. Principal amount and interest under the June 2024 Convertible Note are convertible into shares of common stock of the Company at a conversion price of $ 11.25 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lesser of $ 11.25 or the market price (as defined in the June 2024 Convertible Note). Mast Hill acquired the June 2024 Convertible Note with principal amount of $ 2,845,000 and paid the purchase price of $ 2,702,750 after an original issue discount of $ 142,250 . On June 5, 2024, the Company issued (i) a warrant to purchase 66,667 shares of common stock with an exercise price of $ 9.75 exercisable until June 5, 2029 (“First Warrant”), (ii) a warrant to purchase 80,000 shares of common stock with an exercise price of $ 7.50 exercisable until June 5, 2029 (“Second Warrant”), and (iii) 26,800 shares of common stock as a commitment fee for the purchase of the June 2024 Convertible Note, which were earned in full as of June 5, 2024. The Second Warrant is not fair valued and shall be cancelled and extinguished against payment of the June 2024 Convertible Note. On June 5, 2024, the Company delivered such duly executed June 2024 Convertible Note, warrants and common stock to Mast Hill against delivery of the purchase price. The Company received net cash amount of $ 881,210 from the June 2024 Convertible Note financing after using the proceeds to pay off all previously issued convertible notes of $ 1,661,540 , and to pay finder’s fee of $ 120,000 and lender’s costs of $ 40,000 related to this financing. The Company is obligated to make amortization payments in cash to Mast Hill toward the repayment of the June 2024 Convertible Note, as provided in the following table : Payment Date Payment Amount December 5, 2024 $284,500 plus accrued interest through December 5, 2024 January 5, 2025 $284,500 plus accrued interest through January 5, 2025 February 5, 2025 $379,336 plus accrued interest through February 5, 2025 March 5, 2025 $474,167 plus accrued interest through March 5, 2025 April 5, 2025 $474,167 plus accrued interest through April 5, 2025 May 5, 2025 $569,000 plus accrued interest through May 5, 2025 June 5, 2025 The entire remaining outstanding balance of the June 2024 Convertible Note In connection with the issuance of the June 2024 Convertible Note, the Company incurred debt issuance costs of $ 224,221 (including the issuance of 5,333 warrants as a finder’s fee) which is capitalized and will be amortized into interest expense over the term of the June 2024 Convertible Note. 15 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 6 – CONVERTIBLE NOTE PAYABLE (continued) June 2024 Convertible Note (continued) Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Mast Hill and a third party as a finder’s fee meet the definition of a derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 80,000 warrants with an exercise price of $ 7.50 exercisable until June 5, 2029, which warrant shall be cancelled and extinguished against payment of the June 2024 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 72,000 warrants with an exercise price of $ 9.75 exercisable until June 5, 2029 was classified as derivative liability on June 5, 2024. The fair values of the 72,000 warrants with an exercise price of $ 9.75 exercisable until June 5, 2029 issued on June 5, 2024 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $ 10.39 , volatility of 85.72 %, risk-free rate of 4.31 %, annual dividend yield of 0 % and expected life of 5 years. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are accounted for as derivative liability. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, recording debt discount and derivative liability in accordance with the provisions of the convertible debt (see Note 7). However, management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the embedded conversion feature has been estimated to be zero. The Company recorded a total debt discount of $ 838,990 related to the original issue discount, common shares issued and warrants issued to Mast Hill, which will be amortized over the term of the June 2024 Convertible Note. On December 15, 2024, the Company and Mast Hill entered into that certain consent, acknowledgement, and waiver agreement, pursuant to which Mast Hill waived all amortization payments required to be made under the June 2024 Convertible Note, the Company paid a waiver fee of $ 150,000 to Mast Hill, and the Company issued to Mast Hill a common stock purchase warrant for the purchase of up to 150,000 shares of the Company’s common stock (“Pre-Funded Warrants”). The Pre-Funded Warrants are immediately exercisable at issuance and until the Pre-Funded Warrants are exercised in full and have an exercise price of $ 0.01 per share. The Pre-Funded Warrants were classified as a component of permanent equity on the accompanying consolidated balance sheets as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holder to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the Pre-Funded Warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share, basic and diluted, attributable to the Company’s common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the Pre-Funded Warrants. Based on the Company’s assess, this arrangement was accounted for as a modification of debt and, as such, $ 838,794 related to the waiver fee and Pre-Fund Warrants issued to Mast Hill were expensed. The convertible note payable as of March 31, 2025 and December 31, 2024 was as follows: March 31, 2025 December 31, 2024 Principal amount $ 2,556,777 $ 2,556,777 Less: unamortized debt issuance costs ( 33,584 ) ( 93,425 ) Less: unamortized debt discount ( 125,665 ) ( 349,579 ) Convertible note payable, net $ 2,397,528 $ 2,113,773 For the three months ended March 31, 2025 and 2024, amortization of debt discount and debt issuance costs related to convertible note payable amounted to $ 283,755 and $ 242,389 , respectively, which have been included in interest expense — amortization of debt discount and debt issuance costs on the accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2025 and 2024, interest expense related to convertible note payable amounted to $ 81,956 and $ 71,715 , respectively, which have been included in interest expense — other on the accompanying condensed consolidated statements of operations and comprehensive loss. 16 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 7 – DERIVATIVE LIABILITY As stated in Note 6, June 2024 Convertible Note, the Company determined that the convertible note payable contains an embedded derivative feature in the form of a conversion provision which is adjustable based on future prices of the Company’s common stock. In accordance with ASC 815-10-25, each derivative feature is initially recorded at its fair value using the Black-Scholes option valuation method and then re-value at each reporting date, with changes in the fair value reported in the statements of operations. However, on June 5, 2024 and March 31, 2025, management determined the probability of failing to make an amortization payment and repayment, respectively, when due to be remote and as such the fair value of the embedded conversion feature has been estimated to be zero. On May 23, 2023, the Company issued 9 ,000 warrants with an exercise price of $ 67.50 exercisable until May 23, 2028 to Mast Hill and a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 9,000 warrants was classified as a derivative liability on May 23, 2023. In March 2025, 8,333 warrants held by Mast Hill were cashless exercised. On March 31, 2025, the estimated fair value of the rest of 667 warrants was $ 701 . The estimated fair value of the warrants was computed as of March 31, 2025 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 4.80 , volatility of 108.28 %, risk-free rate of 3.89 %, annual dividend yield of 0 % and expected life of 3.1 years. On July 6, 2023, the Company issued 222 warrants with an exercise price of $ 67.50 exercisable until July 6, 2028 to a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 222 warrants was classified as a derivative liability on July 6, 2023. On March 31, 2025, the estimated fair value of the 222 warrants was $ 237 . The estimated fair value of the warrants was computed as of March 31, 2025 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 4.80 , volatility of 106.65 %, risk-free rate of 3.89 %, annual dividend yield of 0 % and expected life of 3.3 years. On October 9, 2023, the Company issued 4,060 warrants with an exercise price of $ 37.50 exercisable until October 9, 2028 to Mast Hill and a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 4,060 warrants was classified as a derivative liability on October 9, 2023. On March 26, 2025, 3,500 warrants held by Mast Hill were cashless exercised. On March 31, 2025, the estimated fair value of the rest of 560 warrants was $ 866 . The estimated fair value of the warrants was computed as of March 31, 2025 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 4.80 , volatility of 103.38 %, risk-free rate of 3.89 %, annual dividend yield of 0 % and expected life of 3.5 years. On March 7, 2024, the Company issued 9,450 warrants with an exercise price of $ 30.00 exercisable until March 7, 2029 to Mast Hill and a third party as a finder’s fee. Upon evaluation, the warrants meet the definition of a derivative liability under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the 9,450 warrants was classified as a derivative liability on March 7, 2024. On March 31, 2025, the estimated fair value of the 9,450 warrants was $ 17,134 . The estimated fair value of the warrants was computed as of March 31, 2025 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 4.80 , volatility of 99.62 %, risk-free rate of 3.89 %, annual dividend yield of 0 % and expected life of 3.9 years. On June 5, 2024, the Company issued 152,000 warrants to Mast Hill and a third party as a finder’s fee (see Note 6). Upon evaluation, the warrants meet the definition of a derivative liability under ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 80,000 warrants with an exercise price of $ 7.50 exercisable until June 5, 2029, which warrant shall be cancelled and extinguished against payment of the June 2024 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 72,000 warrants with an exercise price of $ 9.75 exercisable until June 5, 2029 was classified as a derivative liability on June 5, 2024. On March 31, 2025, the estimated fair value of the 72,000 warrants with an exercise price of $ 9.75 exercisable until the five-year anniversary of June 5, 2024 as derivative liability was $ 204,114 . The estimated fair value of the warrants was computed as of March 31, 2025 using Black-Scholes option-pricing model, with the following assumptions: stock price of $ 4.80 , volatility of 97.66 %, risk-free rate of 3.96 %, annual dividend yield of 0 % and expected life of 4.2 years. Increases or decreases in fair value of the derivative liability are included as a component of total other (expenses) income in the accompanying condensed consolidated statements of operations and comprehensive loss. The changes to the derivative liability resulted in an increase of $ 114,360 in the derivative liability and the corresponding increase in other expense as a loss for the three months ended March 31, 2025. The changes to the derivative liability resulted in a decrease of $ 31,212 in the derivative liability and the corresponding increase in other income as a gain for the three months ended Marc h 31, 2024. 17 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 8 – NOTE PAYABLE, NET On September 1, 2022, the Company issued a balloon promissory note in the form of a mortgage on its headquarters to a third party company in the principal amount of $ 4,800,000 , which carries interest of 11.0 % per annum. Interest is due in monthly payments of $ 44,000 beginning November 1, 2022 and payable monthly thereafter until September 1, 2025 when the principal outstanding and all remaining interest is due. The principal of $ 4,800,000 can be extended for an additional 36 months, provided that the Company has not defaulted. The Company may not prepay the principal of $ 4,800,000 for a period of 12 months. The principal of $ 4,800,000 is secured by a first mortgage on the Company’s real property located at 4400 Route 9 South, Freehold, Monmouth County, New Jersey.. In May 2023, the Company borrowed $ 1,000,000 from the same lender. The principal of $ 1,000,000 accrues interest at an annual rate of 13.0 % and is payable in monthly installments of interest-only in the amount of $ 10,833 , commencing in June 2023 and continuing through October 2025 (at which point any unpaid balance of principal, interest and other charges are due and payable). The loan is secured by a second-lien mortgage on certain real property and improvements located at 4400 Route 9 South, Freehold, Monmouth County, New Jersey. The note payable as of March 31, 2025 and December 31, 2024 was as follows: March 31, 2025 December 31, 2024 Principal amount $ 5,800,000 $ 5,800,000 Less: unamortized debt issuance costs ( 54,746 ) ( 84,553 ) Note payable, net $ 5,745,254 $ 5,715,447 For the three months ended March 31, 2025 and 2024, amortization of debt issuance costs related to note payable amounted to $ 29,807 and $ 29,807 , respectively, which have been included in interest expense — amortization of debt discount and debt issuance costs on the accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2025 and 2024, interest expense related to note payable amounted to $ 164,500 and $ 164,500 , respectively, which have been included in interest expense - other on the accompanying condensed consolidated statements of operations and comprehensive loss. NOTE 9 – RELATED PARTY TRANSACTIONS Rental Revenue from Related Party and Rent Receivable – Related Party The Company leases space of its commercial real property located in New Jersey to D.P. Capital Investments LLC, which is controlled by Wenzhao Lu, the Company’s chairman of the Board of Directors. The term of the related party lease agreement is five years commencing on May 1, 2021 and will expire on April 30, 2026. For both the three months ended March 31, 2025 and 2024, the related party rental revenue amounted to $ 12,600 and has been included in real property rental revenue on the accompanying condensed consolidated statements of operations and comprehensive loss. Services Provided by Related Party From time to time, Wilbert Tauzin, a director of the Company, and his son provide consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $ 15,597 and $ 16,731 for the three months ended March 31, 2025 and 2024, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. As of March 31, 2025 and December 31, 2024, the accrued and unpaid services charge related to this director’s son amounted to $ 2,615 and $ 15,000 , respectively, which have been included in accrued professional fees on the accompanying condensed consolidated balance sheets. 18 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 – RELATED PARTY TRANSACTIONS (continued) Accrued Liabilities and Other Payables – Related Parties In 2017, the Company acquired Beijing Jieteng (Genexosome) Biotech Co., Ltd. (“Beijing GenExosome”) for a cash payment of $ 450,000 . As of both March 31, 2025 and December 31, 2024, the unpaid acquisition consideration of $ 100,000 , was payable to Dr. Yu Zhou, former director and former co-chief executive officer and 40 % owner of Genexosome, and has been included in accrued liabilities and other payables — related parties on the accompanying condensed consolidated balance sheets. From time to time, Lab Services MSO paid shared expense on behalf of the Company. In addition, Lab Services MSO made a payment of $ 566,667 for equity method investment payable on behalf of the Company in 2024. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, the Company and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by the Company for cash and the surrender of its Series B Preferred Stock having a carrying value of $ 11,000,000 . The aggregate cash amount to the Company for the redemption was $ 1,745,000 , to be paid as follows: one payment of $ 95,000 at the closing of the redemption and, beginning in March 2025, monthly payments of $ 75,000 until December 2026. In addition, pursuant to the terms of the Redemption Agreement, all shares of the Company’s Series B Preferred Stock previously issued to SCBC Holdings LLC as partial consideration for the equity interests of Laboratory Services MSO, were permanently surrendered and relinquished to the Company for no additional consideration. The difference of $ 2,348,695 between the carrying value of the extinguished Series B Preferred Stock, the aggregate cash amount to the Company for the redemption, net of payables due to Lab Services MSO of $ 632,916 , totaling $ 13,377,916 , and the carrying value of the equity method investment of $ 11,029,221 was accounted for as an increase to additional paid-in capital (See Note 10 - Series B Convertible Preferred Stock Extinguished Related to Sale of Equity Method Investment). As of March 31, 2025 and December 31, 2024, the balance due to Lab Services MSO amounted to $0 and $ 632,916 , respectively, which has been included in accrued liabilities and other payables — related parties on the accompanying condensed consolidated balance sheets. Membership Interest Purchase Agreement On November 17, 2023, the Company entered into a Membership Interest Purchase Agreement with Mr. Lu, the Company’s chairman of the Board of Directors, pursuant to which (i) Mr. Lu will acquire from the Company 30 % of the total outstanding membership interests of Avalon RT 9, a wholly owned subsidiary of the Company, for a cash purchase price of $ 3,000,000 (the “Acquisition”), and (ii) for a period of twelve months following the closing of the Acquisition, Mr. Lu shall have the option to purchase from the Company up to an additional 70 % of the outstanding membership interests of Avalon RT 9 for a purchase price of up to $ 7,000,000 (the “Option”), subject to the terms and conditions of a membership interest purchase agreement to be negotiated and entered into between Mr. Lu and the Company at such time that Mr. Lu desires to exercise the Option. The Company received $ 3,328,078 and $ 3,108,106 from Mr. Lu as of March 31, 2025 and December 31, 2024, respectively, which was recorded as advance from pending sale of noncontrolling interest – related party on the accompanying condensed consolidated balance sheets. The Acquisition is expected to close in the fourth quarter of 2025. Series D Convertible Preferred Stock Issued in Exchange of Series A Convertible Preferred Stock On January 9, 2025, the Company entered into an exchange agreement with Wenzhao Lu, the Company’s chairman of the Board of Directors, pursuant to which Mr. Lu exchanged 9,000 shares of Series A Preferred Stock of the Company, having a carrying value of $ 9,000,000 , for 5,000 shares of Series D Preferred Stock of the Company. The Company determined that the exchange of the Series A Preferred Stock for the Series D Preferred Stock resulted in the extinguishment of the Series A Preferred Stock. As a result, the difference between the carrying amount of the Series A Preferred Stock and the fair value of the Series D Preferred Stock of $ 162,473 was recognized as a deemed contribution in the three months ended March 31, 2025 that increased additional paid-in capital and income available to common shareholders in calculating earnings per share (See Note 10 - Series D Convertible Preferred Stock Issued in Exchange of Series A Convertible Preferred Stock). 19 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY The Company is authorized to issue an aggregate of 100 ,000,000 shares of common stock and 10,000,000 shares of “blank check” preferred stock. Series A Convertible Preferred Stock The Company designated up to 15,000 shares of its previously undesignated preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock has a par value of $ 0.0001 per share and a stated value equal to $ 1,000 . The shares of Series A Preferred Stock have identical terms and include the terms as set forth below. Dividends. Holders of Series A Preferred Stock (each, a “Series A Holder” and collectively, the “Series A Holders”) are entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock basis, disregarding for such purpose any conversion limitations set forth in the Series A Certificate of Designations) to and in the same form as dividends actually paid on shares of the Company’s common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series A Preferred Stock. The Company will not pay any dividends on its common stock unless the Company simultaneously complies with the terms set forth in the Series A Certificate of Designations. Liquidation. Upon any dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Series A Holders will be entitled to receive out of the assets available for distribution to the stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series A Preferred Stock and (iii) in preference and priority to the holders of the shares of the Company’s common stock, an amount equal to 100 % of the Series A Stated Value, and no more, in proportion to the full and preferential amount that all shares of the Series A Preferred Stock are entitled to receive. The Company shall mail written notice of any Liquidation not less than twenty (20) days prior to the payment date stated therein, to each Series A Holder. Conversion. Each share of Series A Preferred Stock shall be convertible, at any time and from time to time from and after the later of (i) the date of the stockholder approval as described above, in accordance with the Nasdaq Stock Market Listing Rules, and (ii) the nine (9) month anniversary of the Closing (the “Initial Conversion Date”), at the option of the Series A Holder, into that number of shares of common stock (subject to the limitations set forth in Series A Certificate of Designations, determined by dividing the Stated Value of such share of Series A Preferred Stock by the conversion price (as defined below)). The Series A Holders may effect conversions by providing the Company with the form of conversion notice attached as Annex A to the Series A Certificate of Designations. The Series A Holders may convert such shares into shares of the Company’s common stock at a conversion price per share equal to the greater of (i) one hundred fifty dollars ($ 150.0 ) and (ii) ninety percent ( 90 %) of the closing price of the Company’s common stock on Nasdaq on the day prior to receipt of a conversion notice, subject to adjustment for stock splits and similar matters. In addition, following the Initial Conversion Date, each Series A Holder agrees that it shall not be entitled to in any calendar month, sell a number of Series A conversion shares into the open market in an amount exceeding more than ten percent ( 10 %) of the number of Series A conversion shares issuable upon conversion of the Series A Preferred Stock then held by such Series A Holder. Conversion Price Adjustment: Stock Dividends and Stock Splits. If the Company, at any time while the Series A Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of common stock on shares of common stock or any other common stock equivalents (which, for avoidance of doubt, shall not include any shares of common stock issued by the Company upon conversion of, or payment of a dividend on, the Series A Preferred Stock), (ii) subdivides outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the conversion price of the Series A Preferred Stock shall be multiplied by a fraction of which the numerator shall be the number of shares of common stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of common stock outstanding immediately after such event. Any of the foregoing adjustments shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 20 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Series A Convertible Preferred Stock (continued) Fundamental Transaction. If, at any time while the Series A Preferred Stock is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (a “Person”), (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of the Company’s common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent ( 50 %) or more of the outstanding common stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than fifty percent ( 50 %) of the outstanding shares of common stock (not including any shares of common stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, the Series A Holder shall have the right to receive, for each conversion share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation set forth in the Series A Certificate of Designations on the conversion of the Series A Preferred Stock), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and/or any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Series A Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to the limitations set forth in the Series A Certificate of Designations on the conversion of the Series A Preferred Stock). For purposes of any such conversion, the determination of the conversion price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of common stock in such Fundamental Transaction, and the Company shall apportion the conversion price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Series A Holder shall be given the same choice as to the Alternate Consideration it receives upon such Fundamental Transaction. Voting Rights. The Series A Holders will have no voting rights, except as otherwise required by the Delaware General Corporation Law. Notwithstanding the foregoing, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock in the Series A Certificate of Designations, (b) increase the number of authorized shares of Series A Preferred Stock, (c) authorize or issue an additional class or series of capital stock that ranks senior to the Series A Preferred Stock with respect to the distribution of assets on liquidation or (d) enter into any agreement with respect to any of the foregoing. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series A Preferred Stock. As to any fraction of a share of Company common stock which a Series A Holder would otherwise be entitled to upon such conversion, the Company will, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the conversion price or round up to the next whole share. Notwithstanding the foregoing, nothing shall prevent any Series A Holder from converting fractional shares of Series A Preferred Stock. As of December 31, 2024, 9,000 shares of Series A Preferred Stock were issued and outstanding. On January 9, 2025, the Company entered into an exchange agreement with Wenzhao Lu, the Company’s chairman of the Board of Directors, pursuant to which Mr. Lu exchanged 9,000 shares of Series A Preferred Stock of the Company for 5,000 shares of Series D Preferred Stock of the Company (See Note 10 - Series D Convertible Preferred Stock Issued in Exchange of Series A Convertible Preferred Stock). As of March 31, 2025, there were no shares of Series A Preferred Stock remain outstanding. Series B Convertible Preferred Stock The Company designated up to 15,000 shares of its previously undesignated preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a par value of $ 0.0001 per share and a stated value equal to $ 1,000 . 21 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Series B Convertible Preferred Stock (continued) The shares of Series B Preferred Stock have identical terms and include the terms as set forth below. Dividends. The holders of Series B Preferred Stock (each, a “Series B Holder” and collectively, the “Series B Holders”) shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis, disregarding for such purpose any conversion limitations set forth in the Series B Certificate of Designations) to and in the same form as dividends actually paid on shares of the Company’s common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series B Preferred Stock. The Company will not pay any dividends on its common stock unless the Company simultaneously complies with the terms set forth in the Series B Certificate of Designations. Rank. The Series B Preferred Stock will rank subordinate to the shares of the Company’s Series A Preferred Stock. Liquidation. Upon any Liquidation, the Series B Holders will be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series B Preferred Stock, including the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series B Preferred Stock and (iii) in preference and priority to the holders of the shares of common stock, an amount equal to one hundred percent ( 100 %) of the Series B Stated Value and no more, in proportion to the full and preferential amount that all shares of the Series B Preferred Stock are entitled to receive. The Company shall mail written notice of any such Liquidation not less than twenty (20) days prior to the payment date stated therein, to each Series B Holder. Conversion. Each share of Series B Preferred Stock shall be convertible, at any time and from time to time from and after the later of (i) the date of the stockholder approval and (ii) February 9, 2024 (the “Lock Up Period”), at the option of the Series B Holder thereof, into that number of shares of common stock (subject to the limitations set forth in Series B Certificate of Designations determined by dividing the Series B Stated Value of such share of Series B Preferred Stock by the conversion price of the Series B Preferred Stock). Series B Holders may effectuate conversions by providing the Company with the form of conversion notice attached as Annex A to the Series B Certificate of Designations. The Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $ 56.70 , subject to the adjustments set forth in the Series B Certificate of Designations. Notwithstanding the foregoing or the transactions contemplated by the Amended MIPA, until the consummation of the Lock Up Period, the Series B Holders shall not, directly or indirectly, sell, transfer or otherwise dispose of any Series B Preferred Stock issued upon conversion of the Series B conversion shares or pursuant to the Equity Earnout Payment (the “Restricted Securities”) without Company’s prior written consent; provided, however, the Series B Holders may sell, transfer or otherwise dispose of Restricted Securities to an Affiliate, as defined in the Amended MIPA, of a Series B Holder without Company’s prior written consent; provided, further, that such Series B Holder provide prompt written notice to Company of such transfer, including the name and contact information of the Affiliate transferee, and such Affiliate transferee agrees in writing to be bound by the terms of the transaction documents contemplated by the Amended MIPA to which the Series B Holder is a party (which agreement shall also be provided to Company with such notice). After the expiration of the Lock Up Period, the Series B Holder agrees that it and any of its Affiliate transferees shall not be entitled to in any calendar month, sell a number of shares of Company common stock into the open market in an amount exceeding more than ten percent (10%) of the total number of shares of Company common stock issuable upon conversion of the Company common stock then held by the Seller and its Affiliates. Conversion Price Adjustment: Stock Dividends and Stock Splits. If the Company, at any time while the Series B Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of common stock on shares of common stock or any other common stock equivalents (which, for avoidance of doubt, shall not include any shares of common stock issued by the Company upon conversion of, or payment of a dividend on, the Series B Preferred Stock), (ii) subdivides outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the conversion price of the Series B Preferred Stock shall be multiplied by a fraction of which the numerator shall be the number of shares of common stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of common stock outstanding immediately after such event. Any of the foregoing adjustments shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 22 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Series B Convertible Preferred Stock (continued) Fundamental Transaction. If, at any time while the Series B Preferred Stock is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of the Company’s common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent ( 50 %) or more of the outstanding common stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a Fundamental Transaction, then, at the closing of such Fundamental Transaction, without any action on the part of the Series B Holder, the Series B Holder shall have the right to receive, for each conversion share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in the Series B Certificate of Designations on the conversion of the Series B Preferred Stock), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and/or any Alternate Consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Series B Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to the limitations set forth in the Series B Certificate of Designations on the conversion of the Series B Preferred Stock). For purposes of any such conversion, the determination of the conversion price of the Series B Preferred Stock shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of common stock in such Fundamental Transaction, and the Company shall apportion the conversion price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Series B Holder shall be given the same choice as to the Alternate Consideration it receives upon such Fundamental Transaction. Voting Rights . The Series B Holders will have no voting rights, except as otherwise required by the Delaware General Corporation Law. Notwithstanding the foregoing, in addition, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, voting as a separate class, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock in the Series B Certificate of Designations, (b) increase the number of authorized shares of Series B Preferred Stock, (c) except with respect to the Series A Preferred Stock, authorize or issue an additional class or series of capital stock that ranks senior to the Series B Preferred Stock with respect to the distribution of assets on liquidation or (d) enter into any agreement with respect to any of the foregoing. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series B Preferred Stock. As to any fraction of a share which a Series B Holder would otherwise be entitled to upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the conversion price or round up to the next whole share. Notwithstanding the foregoing, nothing shall prevent any Series B Holder from converting fractional shares of Series B Preferred Stock. As of December 31, 2024, 11,000 shares of Series B Preferred Stock were issued and outstanding. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, the Company and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by the Company for cash and the surrender of its Series B Preferred Stock having a carrying value of $ 11,000,000 . Pursuant to the terms of the Redemption Agreement, all shares of the Company’s Series B Preferred Stock previously issued to SCBC Holdings LLC as partial consideration for the equity interests of Laboratory Services MSO, were permanently surrendered and relinquished to the Company for no additional consideration (See Note 10 - Series B Convertible Preferred Stock Extinguished Related to Sale of Equity Method Investment). As of March 31, 2025, there were no shares of Series B Preferred Stock remain outstanding. Series C Convertible Preferred Stock On December 13, 2024, the Company filed a certificate of designations of preferences, rights, and limitations of Series C Preferred Stock (the “Series C Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 10,000 shares of Series C Preferred Stock of the Company, par value $ 0.0001 per share. Each share of Series C Preferred Stock has a stated value of $ 1,000 . 23 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Series C Convertible Preferred Stock (continued) The Series C Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company created hereafter, the terms of which specifically provide that such class or series shall rank junior to the Series C Preferred Stock, (ii) pari passu with any class or series of capital stock of the Company created hereafter specifically ranking, by its terms, on par with the Series C Preferred Stock, (iii) pari passu with Series B Preferred Stock of the Company with respect to its rights, preferences and restrictions, and (iv) subordinate to the Series A Preferred Stock of the Company. Holders of the Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-common-stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. Holders of the Series C Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series C Preferred Stock, including the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series C Preferred Stock and (iii) in preference and priority to the holders of the shares of common stock, an amount equal to 100 % of the Stated Value of the Series C Preferred Stock, in proportion to the full and preferential amount that all shares of the Series C Preferred Stock are entitled to receive. Each share of Series C Preferred Stock shall be convertible into common stock (the “Series C Conversion Shares”) at a conversion per share equal to $ 2.41 , at the option of the holder, at any time after the later of (i) the date of the shareholder approval of the issuance of the Series C Conversion Shares pursuant to the rules of the Nasdaq Stock Market and (ii) the one year anniversary of the date of the first issuance of any shares of the Series C Preferred Stock. In addition, the holder shall not have the right to convert any portion of the Series C Preferred Stock if, after giving effect to the conversion, such holder (together with its affiliates) would beneficially own in excess of 19.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of the respective Series C Conversion Shares. As of both March 31, 2025 and December 31, 2024, 3,500 shares of Series C Preferred Stock were issued and outstanding. Series D Convertible Preferred Stock On January 6, 2025, the Company filed a certificate of designations of preferences, rights, and limitations of Series D Preferred Stock (the “Series D Certificate of Designations”) with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 5,000 shares of Series D Preferred Stock of the Company, par value $ 0.0001 per share, upon the terms and conditions as set forth in the Series D Certificate of Designations. Each share of Series D Preferred Stock has a stated value of $ 1,000 . The Series D Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company created hereafter, the terms of which specifically provide that such class or series shall rank junior to the Series D Preferred Stock, (ii) pari passu with any class or series of capital stock of the Company created hereafter specifically ranking, by its terms, on par with the Series D Preferred Stock, (iii) pari passu with the Series B Preferred Stock of the Company with respect to its rights, preferences and restrictions, and (iv) pari passu with the Series C Preferred Stock of the Company. Holders of the Series D Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. 24 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Series D Convertible Preferred Stock (continued) Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series D Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and in preference to the Series D Preferred Stock, including the Series A Preferred Stock, (ii) ratably with any class or series of stock ranking on liquidation on parity with the Series D Preferred Stock and (iii) in preference and priority to the holders of the shares of common stock, an amount equal to 100 % of the Stated Value of the Series D Preferred Stock, in proportion to the full and preferential amount that all shares of the Series D Preferred Stock are entitled to receive. Each share of Series D Preferred Stock shall be convertible into common stock (the “Series D Conversion Shares”) at a conversion per share equal to $ 2.41 , at the option of the holder, at any time after the Company has obtained shareholder approval for the issuance of the Series D Conversion Shares pursuant to the rules of the Nasdaq Stock Market. In addition, the holder shall not have the right to convert any portion of the Series D Preferred Stock if, after giving effect to the conversion, such holder (together with its affiliates) would beneficially own in excess of 4.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of the respective Series D Conversion Shares. As of March 31, 2025, 5,000 shares of Series D Preferred Stock were issued and outstanding. Series D Convertible Preferred Stock Issued in Exchange of Series A Convertible Preferred Stock On January 9, 2025, the Company entered into an exchange agreement with Wenzhao Lu, the Company’s chairman of the Board of Directors, pursuant to which Mr. Lu exchanged 9,000 shares of Series A Preferred Stock of the Company, having a carrying value of $ 9,000,000 , for 5,000 shares of Series D Preferred Stock of the Company. The Company determined that the exchange of the Series A Preferred Stock for the Series D Preferred Stock resulted in the extinguishment of the Series A Preferred Stock. As a result, the difference between the carrying amount of the Series A Preferred Stock and the fair value of the Series D Preferred Stock of $ 162,473 was recognized as a deemed contribution in the three months ended March 31, 2025 that increased additional paid-in capital and income available to common shareholders in calculating earnings per share. Each share of Series D Preferred Stock is convertible into common stock of the Company (the “Series D Conversion Shares”) at a conversion per share equal to $ 2.41 , which approximated the market price at the date of transaction, at the option of the holder, at any time after the Company has obtained shareholder approval for the issuance of the Series D Conversion Shares pursuant to the rules of the Nasdaq Stock Market. The Company evaluated the features of the Series D Preferred Stock under ASC 480, and classified them as permanent equity because the Series D Preferred Stock is not mandatorily or contingently redeemable at the stockholder’s option and the liquidation preference that exists does not fall within the guidance of SEC Accounting Series Release No. 268 – Presentation in Financial Statements of “Redeemable Preferred Stocks” (“ASR 268”). Series B Convertible Preferred Stock Extinguished Related to Sale of Equity Method Investment During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, the Company and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by the Company for cash and the surrender of its Series B Preferred Stock having a carrying value of $ 11,000,000 . The aggregate cash amount to the Company for the redemption was $ 1,745,000 , to be paid as follows: one payment of $ 95,000 at the closing of the redemption and, beginning in March 2025, monthly payments of $ 75,000 until December 2026. In addition, pursuant to the terms of the Redemption Agreement, all shares of the Company’s Series B Preferred Stock previously issued to SCBC Holdings LLC as partial consideration for the equity interests of Laboratory Services MSO, were permanently surrendered and relinquished to the Company for no additional consideration. The difference of $ 2,348,695 between the carrying value of the extinguished Series B preferred stock, the aggregate cash amount to the Company for the redemption, net of payables due to Lab Services MSO of $ 632,916 , totaling $ 13,377,916 , and the carrying value of the equity method investment of $ 11,029,221 was accounted for as an increase to additional paid-in capital. 25 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Common Shares Issued for Services During the three months ended March 31, 2025, the Company issued a total of 22,278 shares of its common stock for services rendered and to be rendered. These shares were valued at $ 111,232 , the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based compensation expense of $ 17,212 for the three months ended March 31, 2025 and reduced accrued liabilities of $ 42,385 and recorded prepaid expense of $ 51,635 as of March 31, 2025 which will be amortized over the rest of corresponding service periods. Common Shares Issued for Warrant Exercise In March 2025, pursuant to the terms of related warrant agreements, the Company issued 186,877 shares of its common stock upon cashless exercise of warrants. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at March 31, 2025: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at March 31, 2025 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at March 31, 2025 Weighted Average Exercise Price $ 2.93 – 31.20 21,010 3.48 $ 12.19 17,078 $ 14.28 48.75 – 123.00 20,517 1.79 78.91 20,517 78.91 154.50 – 264.00 9,898 3.82 214.71 9,898 214.71 $ 2.93 – 264.00 51,425 2.87 $ 77.79 47,493 $ 83.97 Stock option activity for the three months ended March 31, 2025 was as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2025 52,479 $ 85.45 Granted 2,665 3.26 Expired / cancelled ( 3,719 ) ( 132.47 ) Outstanding at March 31, 2025 51,425 $ 77.79 Options exercisable at March 31, 2025 47,493 $ 83.97 Options expected to vest 3,932 $ 3.13 The aggregate intrinsic value of stock options outstanding and stock options exercisable at March 31, 2025 was approximately $ 17,000 an $ 10,000 , respectively. The fair values of options granted during the three months ended March 31, 2025 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 105.10 %, risk-free rate of 4.29 %, annual dividend yield of 0 %, and expected life of 3.00 years. The aggregate fair value of the options granted during the three months ended March 31, 2025 was $ 6,115 . The fair values of options granted during the three months ended March 31, 2024 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 91.17 %, risk-free rate of 3.93 %, annual dividend yield of 0 %, and expected life of 5.00 years. The aggregate fair value of the options granted during the three months ended March 31, 2024 was $ 12,137 . 26 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Options (continued) For the three months ended March 31, 2025 and 2024, stock-based compensation expense associated with stock options granted amounted to $ 9,159 and $ 13,533 , of which, $ 4,858 and $ 5,103 was recorded as compensation and related benefits, $ 4,301 and $ 8,430 was recorded as professional fees, respectively. A summary of the status of the Company’s nonvested stock options granted as of March 31, 2025 and changes during the three months ended March 31, 2025 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2025 5,943 $ 11.54 Granted 2,665 3.26 Cancelled ( 1,853 ) ( 27.40 ) Vested ( 2,823 ) ( 5.03 ) Nonvested at March 31, 2025 3,932 $ 3.13 Warrants (Except Pre-Funded Warrants) The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at March 31, 2025: Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding at March 31, 2025 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at March 31, 2025 Weighted Average Exercise Price $ 7.50 – 37.50 162,010 4.17 $ 9.92 82,010 $ 12.27 67.50 889 3.18 67.50 889 67.50 187.50 8,264 2.06 187.50 8,264 187.50 $ 7.50 – 187.50 171,163 4.06 $ 18.79 91,163 $ 28.70 Stock warrant activity for the three months ended March 31, 2025 was as follows: Number of Warrants Weighted Average Exercise Price Outstanding at January 1, 2025 182,996 $ 21.37 Exercised ( 11,833 ) ( 58.63 ) Outstanding at March 31, 2025 171,163 $ 18.79 Warrants exercisable at March 31, 2025 91,163 $ 28.70 Warrants expected to vest 80,000 $ 7.50 The aggregate intrinsic value of both stock warrants outstanding and stock warrants exercisable at March 31, 2025 was $ 0 . Warrants Exercised in March 2025 In March 2025, pursuant to the terms of related warrant agreements, the Company issued 186,877 shares of its common stock upon cashless exercise of warrants. 27 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EQUITY (continued) Warrants (Except Pre-Funded Warrants) (continued) A summary of the status of the Company’s nonvested stock warrants issued as of March 31, 2025 and changes during the three months ended March 31, 2025 is presented below: Number of Warrants Weighted Average Exercise Price Nonvested at January 1, 2025 80,000 $ 7.50 Vested - - Nonvested at March 31, 2025 80,000 $ 7.50 Pre-Funded Warrants As of March 31, 2025, there were 150,000 pre-funded warrants outstanding with an exercise price of $ 0.01 per share. There was no activity related to these warrants during the three months ended March 31, 2025. NOTE 11 - STATUTORY RESERVE AND RESTRICTED NET ASSETS The Company’s PRC subsidiary, Avalon Shanghai, is restricted in its ability to transfer a portion of its net asset to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10 % of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50 % of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends. The Company did not make any appropriation to statutory reserve for Avalon Shanghai during the three months ended March 31, 2025 as it incurred net loss in the period. As of both March 31, 2025 and December 31, 2024, the restricted amount as determined pursuant to PRC statutory laws totaled $ 6,578 . Relevant PRC laws and regulations restrict the Company’s PRC subsidiary, Avalon Shanghai, from transferring a portion of its net assets, equivalent to its statutory reserve and its share capital, to the Company’s shareholders in the form of loans, advances or cash dividends. Only PRC entity’s accumulated profit may be distributed as dividend to the Company’s shareholders without the consent of a third party. As of both March 31, 2025 and December 31, 2024, total restricted net assets amounted to $ 1,206,578 . NOTE 12 – CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company shall be filed when the restricted net assets of consolidated subsidiary exceed 25 % of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of consolidated subsidiary shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiary (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiary in the form of loans, advances or cash dividends without the consent of a third party. The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with such requirement and concluded that it was not applicable to the Company as the restricted net assets of the Company’s PRC subsidiary did not exceed 25 % of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company have not been required. 28 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 13 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10 % or more of the Company’s revenue for the three months ended March 31, 2025 and 2024. Three Months Ended March 31, Customer 2025 2024 A 28 % 28 % B 17 % 18 % C 11 % 12 % One customer, which is a third party, whose outstanding receivable accounted for 10 % or more of the Company’s total outstanding rent receivable at March 31, 2025, accounted for 79.8 % of the Company’s total outstanding rent receivable at March 31, 2025. One customer, which is a third party, whose outstanding receivable accounted for 10 % or more of the Company’s total outstanding rent receivable at December 31, 2024, accounted for 76.9 % of the Company’s total outstanding rent receivable at December 31, 2024. Suppliers No supplier accounted for 10 % or more of the Company’s purchase during the three months ended March 31, 2025 and 2024. NOTE 14 – SEGMENT INFORMATION The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally. During the three months ended March 31, 2025 and 2024, the management reporting structure was composed of two strategic business units, mainly organized by services, led by the Company’s President and Chief Executive Officer, who is its Chief Operating Decision Maker. Using the accounting guidance on segment reporting, the Company determined that its two operating segments were aligned with its two reportable segments corresponding to its strategic business units. On February 9, 2023, the Company purchased 40 % of Lab Services MSO. During the first quarter of 2025, to preserve cash, the Company entered into discussions with Lab Services MSO for the potential redemption of our investment and on February 26, 2025, the Company and Lab Services MSO entered into a Redemption and Abandonment Agreement, whereby Lab Services MSO redeemed the 40 % equity interest in Lab Services MSO held by the Company. During the three months ended March 31, 2025 and 2024, the Company operated in two reportable business segments: (1) the real property operating segment, and (2) laboratory testing services segment (which ended on February 26, 2025) since Lab Services MSO’s operating results were regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company regularly reviewed the operating results and performance of Lab Services MSO, which was the Company’s equity method investee. The accounting policies for the segments are the same as those described in Note 3. Our reportable segments are aligned principally around the differences in services. Real property operating income is calculated by subtracting real property operating expenses from real property rental revenue; income from equity method investment – Lab Services MSO is calculated by subtracting amortization of intangible assets acquired from acquisition and distribution of earnings from equity investment from the Company’s share of Lab Services MSO’s net income. The assets and certain expenses related to corporate activities are not allocated to the segments. Information with respect to these reportable business segments for the three months ended March 31, 2025 and 2024 was as follows: 29 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 14 – SEGMENT INFORMATION (continued) Three Months Ended March 31, 2025 Real Property Operations Lab Services MSO Corporate / Other Total Real property rental revenue $ 349,800 $ - $ - $ 349,800 Real property operating expenses ( 280,390 ) - - ( 280,390 ) Real property operating income 69,410 - - 69,410 Income from equity method investment - Lab Services MSO - 392,677 - 392,677 Other operating expenses ( 90,762 ) - ( 2,178,100 ) ( 2,268,862 ) Other (expense) income: Interest expense ( 194,307 ) - ( 365,711 ) ( 560,018 ) Other income (expense) 228 - ( 115,546 ) ( 115,318 ) Net (loss) income $ ( 215,431 ) $ 392,677 $ ( 2,659,357 ) $ ( 2,482,111 ) Three Months Ended March 31, 2024 Real Property Operations Lab Services MSO Corporate / Other Total Real property rental revenue $ 314,588 $ - $ - $ 314,588 Real property operating expenses ( 263,126 ) - - ( 263,126 ) Real property operating income 51,462 - - 51,462 Income from equity method investment - Lab Services MSO - 107,469 - 107,469 Other operating expenses ( 114,287 ) - ( 887,706 ) ( 1,001,993 ) Other (expense) income: Interest expense ( 194,307 ) - ( 324,700 ) ( 519,007 ) Other income (expense) 4 - ( 5,448 ) ( 5,444 ) Net (loss) income $ ( 257,128 ) $ 107,469 $ ( 1,217,854 ) $ ( 1,367,513 ) Identifiable long-lived tangible assets at March 31, 2025 and December 31, 2024 March 31, 2025 December 31, 2024 Real property operations $ 6,990,058 $ 7,034,335 Corporate/Other 1,153 1,298 Total $ 6,991,211 $ 7,035,633 Identifiable long-lived tangible assets at March 31, 2025 and December 31, 2024 March 31, 2025 December 31, 2024 United States $ 6,990,058 $ 7,034,335 China 1,153 1,298 Total $ 6,991,211 $ 7,035,633 30 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 15 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $ 450,000 , of which $ 100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $ 876,087 in cash, transferred 3,333 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. Dr. Zhou was terminated as Co-CEO of Genexosome on August 14, 2019. Further, on October 28, 2019, Research Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District Court for the Southern District of Ohio Eastern Division against Dr. Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome. The Company, Genexosome and the Research Institute entered into a Settlement Agreement dated June 7, 2022 (the “Settlement Date”) whereby the Company agreed to pay the Research Institute $ 450,000 on each of the sixty-day, one year and two-year anniversaries of the Settlement Date. In addition, the Company agreed to pay the Research Institute 30 % of the Company’s initial pre-tax profit of $ 3,333,333 , 20 % of the Company’s second pre-tax profit of $ 3,333,333 and 10 % of the Company’s third pre-tax profit of $ 3,333,333 . The parties provided a mutual release as well. As of both March 31, 2025 and December 31, 2024, the accrued litigation settlement amounted to $ 373,450 . Operating Leases Commitment The Company is a party to leases for office space. These lease agreements expire through December 2025. Rent expense under all operating leases amounted to approximately $ 32,000 for both the three months ended March 31, 2025 and 2024. Supplemental cash flow information related to leases for the three months ended March 31, 2025 and 2024 is as follows: Three Months Ended March 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 27,535 $ 26,533 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 127,486 $ - The following table summarizes the lease term and discount rate for the Company’s operating lease as of March 31, 2025: Operating Lease Weighted average remaining lease term (in years) 1.75 Weighted average discount rate 13.0 % 31 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 15 – COMMITMENTS AND CONTINGENCIES (continued) Operating Leases Commitment (continued) The following table summarizes the maturity of lease liabilities under operating lease as of March 31, 2025: For the Twelve-month Period Ending March 31: Operating Lease 2026 $ 78,000 2027 54,000 2028 and thereafter - Total lease payments 132,000 Amount of lease payments representing interest ( 12,747 ) Total present value of operating lease liabilities $ 119,253 Current portion 67,547 Long-term portion 51,706 Total 119,253 Joint Venture – Avactis Biosciences Inc. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc. (“Avactis”), a Nevada corporation, which focuses on accelerating commercial activities related to cellular therapies as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others. When formed, Avactis was designed to integrate and optimize the Company’s global scientific and clinical resources to further advance the use of cellular therapies to treat certain cancers; however the Company is no longer pursuing any commercial activities with respect to cellular immunotherapy and CAR-T, in particular. Commencing on April 6, 2022, the Company owns 60 % of Avactis and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”) owns 40 % of Avactis. Avactis owns 100 % of the capital stock of Avactis Nanjing Biosciences Ltd., a company incorporated in the PRC on May 8, 2020 (“Avactis Nanjing”), which only owns a patent and is not considered an operating entity. The Company is required to contribute $ 10 million (or equivalent in RMB) in cash and/or services, which shall be contributed in tranches based on milestones to be determined jointly by Avactis and the Company in writing subject to the Company’s cash reserves. Within 30 days, Arbele Biotherapeutics shall make contribution of $ 6.66 million in the form of entering into a License Agreement with Avactis granting Avactis an exclusive right and license in China to its technology and intellectual property pertaining to CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology and any additional technology developed in the future with terms and conditions to be mutually agreed upon the Company and Avactis and services. As of the date hereof, the License Agreement has not been finalized by the parties. In addition, the Company is responsible for contributing registered capital of RMB 5,000,000 (approximately $ 0.7 million) for working capital purposes as required by local regulation, which is not required to be contributed immediately and will be contributed subject to the Company’s discretion. As of the date hereof, Avactis’ activities have been limited to that of a patent holding company and there is no other activity or planned contributions in the rest of 2025 or into the foreseeable future. NOTE 16 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Common Shares Issued for Warrant Exercise In April 2025, the Company issued 242,304 shares of its common stock upon the exercise of warrants on a cashless basis. 32