Item 5. Other Information
ITEM
5. OTHER INFORMATION
Rule
10b5-1 Trading Plans
During
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
On
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. The
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
Group Inc. 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. Any
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
as follows: (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.
45
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
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)
3.1
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).
3.2
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).
3.3
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).
3.4
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).
3.5
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).
3.6
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).
3.7
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).
3.8
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)
3.9
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)
3.10
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)
3.11
Certificate
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).
3.12
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,
2026).
10.1
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)
10.2
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)
10.3
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)
10.4
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)
10.5
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).
10.6*
Promissory Note dated August 13, 2026
22.1*
List of Subsidiary Guarantors
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 - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 is formatted
in Inline XBRL
*
Filed herewith.
**
Furnished herewith.
46
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.
CHANGE AGENTS CORPORATION
By:
/s/ Meng Li
Dated: August 14, 2026
Name:
Meng Li
Title:
Interim Chief Executive Officer
( Principal Executive Officer )
By:
/s/ Sam Knipper
Dated: August 14, 2026
Name:
Sam Knipper
Title:
Chief Financial Officer
( Principal Financial and Accounting Officer )
47
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