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Item 5. Other Information

2026-08-14 compared with 2026-05-11 · 96 added, 51 removed, 13 unchanged (92% of the section changed)

OTHER INFORMATION

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

listed in the exhibit index included herewith and are incorporated by reference herein.

EXHIBIT INDEX

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)

10b5-1 Trading Plans

the six months ended June 30, 2026, none of the Company’s directors or executive officers adopted or terminated any

contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Original Issue Discount

Promissory Note issued to FirstFire Opportunities Fund, LLC

August 13, 2026, the Company issued promissory note to FirstFire Opportunities Fund, LLC (“FirstFIre”) in the principal amount

of $250,000 (inclusive of a $50,000 original issuance discount) (the “FirstFire Note”) for gross proceeds of $200,000.

Company intends to use the $144,000 of the net proceeds of the FirstFire Note to repay that certain 7% promissory note in the original

principal amount of $233,910 issued to V anquish Funding

and the remainder for working capital and general corporate purposes.

The FirstFire Note matures

on February 13, 2027 and has a one-time interest charge equal to 18.75% of the principal amount, or $46,875,000, payable in cash.

principal or accrued but unpaid interest on the FirstFire Note which is not paid when due shall accrue interest at a rate of 10% per annum

(the “Default Interest”).

The principal amount of the FirstFire Note together with accrued but unpaid interest shall be paid

(i) $62,500 shall be paid on each of November 13, 2026, and December 13 2026, and January 13, 2027 and (ii) the total remaining

balance of the FirstFire Note shall be paid on February 13, 2027.

The Company granted First

a “most-favored nations” provision with respect to the issuance of any debt that is not convertible into common stock of the

Company (or amends any non-convertible debt that was issued before the Issue Date).

In addition, the Company agreed to use 25% of the

net proceeds from an issuance of equity or debt or sale of assets to repay amounts outstanding under the FirstFire Note.

In addition, if, at

any time on or after the issue date of the FirstFire Note, and prior to the full repayment, the Company or any of its subsidiaries (the

“Subsidiaries”) receives cash proceeds from the issuance of equity or debt or the sale of assets (including but not limited

to real property) by the Company or any of the Borrower’s Subsidiaries, the FirstFire shall have the right in its sole discretion

to require the Company or the Subsidiaries to immediately apply up to 12.5% of such proceeds (net of outstanding legal fees of the Company,

underwriter or broker-dealer expense and legal fee reimbursements, outstanding auditor fees of the Company, outstanding transfer agent

fees of the Borrower, and fees of the SEC and FINRA in connection with such transaction, in each case if applicable) to repay all or

any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note.

The foregoing

description of the FirstFire Note is not complete and is qualified in its entirety by reference to the full text of the FirstFire

Note, copies of which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

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.

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)

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).

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).

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).

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).

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).

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).

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).

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)

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)

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)

Of Designation Of Series F 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 July 2, 2026).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Change Agents Corporation dated July

17, 2026 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 21,

Form of Note (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2026)

Side Letter dated June 1, 2026 between the registrant and Due Equity Holdings, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2026)

Executive Retention Agreement dated June 3, 2026 between the registrant and Luisa Ingargiola(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2026)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2026)

Securities Purchase Agreement, between the Company and Allen O Cage Jr., dated as of June 30, 2026 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2026).

Promissory Note dated August 13, 2026

List of Subsidiary Guarantors

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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