What changed in this filing

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Item 5. Other Information

2025-08-14 compared with 2025-05-13 · 27 added, 22 removed, 26 unchanged (65% of the section changed)

OTHER INFORMATION

(b) There have been no

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

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

During the quarter ended 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

(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.

(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);

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

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

1 unchanged sentence

EXHIBIT INDEX

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

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

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

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

Amendment No.

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

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

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

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

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

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

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

Certificate of Amendment to the Series C Certificate of Designations (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2025) .

Warrants issued by the Company to the Investor, dated as of July 14, 2025 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2025).

Amended and Restated 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.107 to the registrant’s registration statement on Form S-4 (File No.

333-286738) filed with the SEC on April 24, 2025).

Securities Purchase Agreement, dated as of June 4, 2025, between the registrant and York Sun Investment Holding Limited (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2025).

Waiver, dated as of May 29, 2025, between the registrant and Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2025).

Definitive Agreement, dated June 23, 2025, by and between Q&A Distribution LLC and Qi Diagnostics Limited (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 26, 2025) .

Promissory Note, dated July 3, 2025, between the registrant and Anthony Macaluso (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 9, 2025).

Promissory Note, dated July 3, 2025, between the registrant and Lawrence Bruno (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 9, 2025).

Securities Purchase Agreement, dated as of July 14, 2025, by and between the registrant and Investor (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2025).

Registration Rights Agreement, dated as of July 14, 2025, by and between the registrant and Investor (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2025).

Securities Purchase Agreement, dated as of July 21, 2025, by and between the registrant and Investor (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 23, 2025).

Waiver by and between the registrant and Investor, dated as of July 28, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025).

Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13 unchanged sentences

** Furnished herewith.

Management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities

1 unchanged sentence

AVALON GLOBOCARE CORP.

August 14, 2025

Chief Executive Officer

( Principal Executive Officer )

Executive Officer )

/s/ Luisa Ingargiola

August 14, 2025

Luisa Ingargiola

Chief Financial Officer

( Principal Financial and Accounting

( Principal Financial and Accounting Officer )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information