Change Agents Corporation. 10-Q

ITEM 5. OTHER INFORMATION (a) None. (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K. (c) During the quarter ended March 31, 2025, no director or officer adopted or terminated : (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. 42 ITEM 6. EXHIBITS The exhibits filed as part of this Quarterly Report on Form 10-Q are listed in the exhibit index included herewith and are incorporated by reference herein . EXHIBIT INDEX Exhibit No. Description 2.1 Agreement and Plan of Merger, dated March 7, 2025, by and among the registrant, Nexus MergerSub Limited and YOOV Group Holding Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 3.1 Certificate of Designations of Preferences and Rights of Series D Convertible Preferred Stock of the registrant (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 10, 2025). 3.2 Certificate of Elimination relating to the Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 3.3 Certificate of Elimination relating to the Series B Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 3.4 Amendment No. 1 to the registrant’s bylaws (incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 10.2 Exchange Agreement, between the registrant and Wenzhao Lu, dated as of January 9, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 10, 2025). 10.3 Redemption and Abandonment Agreement, dated February 26, 2025, by and among the registrant, Laboratory Services MSO LLC, SCBC Holdings LLC, the Zoe Family Trust, Bryan Cox, Sarah Cox and Avalon Laboratory Services, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 27, 2025). 10.4 Form of Avalon Voting and Support Agreement by and among the registrant, YOOV Group Holding Limited and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 10.5 Form of YOOV Voting and Support Agreement by and among the registrant, YOOV Group Holding Limited and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 10.6 Form of Lock-Up Agreement by and among the registrant, certain holders of the registrant’s securities, and the equityholders of YOOV Group Holding Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025). 31.1* Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). * Filed herewith. ** Furnished herewith. 43 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AVALON GLOBOCARE CORP. By: /s/ David K. Jin Dated: May 13, 2025 Name: David K. Jin Title: Chief Executive Officer ( Principal Executive Officer ) By: /s/ Luisa Ingargiola Dated: May 13, 2025 Name: Luisa Ingargiola Title: Chief Financial Officer ( Principal Financial and Accounting Officer ) 44