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Item 5. Other Information

2026-05-11 compared with 2025-11-14 · 47 added, 57 removed, 17 unchanged (86% of the section changed)

OTHER INFORMATION

(a) On November 12, 2025, David Jin, M.D., Ph.D.

the Company of his resignation as the Company’s Chief Executive Officer and as a member of the Board of Directors, effective November

30, 2025, as a result of a personal health issue.

Jin’s resignation was not because of a disagreement with the Company on any

matter relating to the Company’s operations, policies or practices.

On November 13, 2025, the Board appointed Meng Li as interim Chief

Executive Officer, effective November 30, 2025.

Li, age 47, has served as our Chief Operating Officer and Secretary since October

10, 2016 and served as a member of the Board from October 10, 2016 to July 9, 2018 and from April 5, 2019 through December 30, 2022.

Li has over 15 years of executive experience in international marketing, branding, communications, and media investment consultancy.

Li served as Managing Director at Maxus/GroupM (a WPP Group company) where she was responsible for business P&L and corporate management

from 2006 to 2015.

Prior to joining Maxus/Group M, Ms.

Li worked for Zenith Media (a Publicis Group company) from 2000 to 2006 as Senior

Li received a Bachelor of Arts in International Economic Law from Dalian Maritime University in China.

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.

Material changes to

the procedures by which security holders may recommend nominees to the board of directors.

and Officer Trading Arrangements

During the quarter ended

March 31, 2026, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading

arrangement (as defined in Item 408(c) of Regulation S-K).

The exhibits filed as part of this Quarterly Report on Form 10-Q are

1 unchanged sentence

EXHIBIT INDEX

Certificate of Amendment to the Series C Certificate of Designations (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K/A filed with the SEC on August 29, 2025) .

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).

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).

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).

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).

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).

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).

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).

Amended and Restated Membership Interest Purchase Agreement, dated February 18, 2026, between Avalon Globocare Corp.

and Wenzhao Lu, (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2026)

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 26, 2018).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Avalon GloboCare Corp.

(incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on January 4, 2023).

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 26, 2018).

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

Certificate of Designations of Preferences and Rights of Series C Convertible Preferred Stock of the Company, as filed on December 13, 2024, with the Department of State, Division of Corporations, of the State of Delaware (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2024).

Certificate of Designations of Preferences and Rights of Series D Convertible Preferred Stock of the Company, as filed on January 6, 2025, with the Department of State, Division of Corporations, of the State of Delaware (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).

Amendment No.

1 to the Avalon Bylaws, as adopted and approved by the Avalon Board on March 7, 2025 (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).

Certificate of Amendment to the Series C Certificate of Designations, as filed on May 29, 2025, with the Department of State, Division of Corporations, of the State of Delaware (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)

Certificate of Amendment to the Series C Certificate of Designations, as filed on May 29, 2025, with the Department of State, Division of Corporations, of the State of Delaware (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 29, 2025)

Certificate of Designation of Series E Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2025)

Promissory Note (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 18, 2026)

Amendment to Unsecured Bridge Note dated December 11, 2025 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2026)

Promissory Note dated February 19, 2026 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2026)

Form of Prefunded Warrant(incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2026)

of Series A-1 Common Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed

with the SEC on March 2, 2026)

of Series A-2 Common Warrant (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed

with the SEC on March 2, 2026)

of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed with

the SEC on March 2, 2026)

Securities Purchase Agreement, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 18, 2026

Securities Purchase Agreement, (incorporated by reference toas Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2026

of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K

filed with the SEC on March 2, 2026)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2026)

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

4 unchanged sentences

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

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