Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 4, 2025, the Company entered into that certain securities purchase agreement (the "Securities Purchase Agreement"), with an accredited investor, York Sun Investment Holding Limited, a British Virgin Islands company (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor, upon the terms and conditions set forth in the Securities Purchase Agreement, 141,643 shares of the Company's common stock, par value $0.0001 per share, for $500,000 (the "Purchase Price"), which is equal to a purchase price of $3.53 per share. The closing is anticipated to occur on or before June 6, 2025, subject to the satisfaction of customary closing conditions. As previously reported, the Company issued that certain senior secured promissory note in the principal amount of $2,845,000.00 (the "Note") to Mast Hill Fund, L.P., a Delaware limited partnership (the "Holder"), on June 5, 2024. On May 29, 2025, the Company and the Holder entered into that certain waiver (the "Waiver"), pursuant to which the Holder waived all potential cash penalties under the Note as a result of the Company's previous issuance of 3,500 shares of Series C Convertible Preferred Stock. Pursuant to the Waiver, the Holder will retain all related dilutive issuance rights under Section 1.6(e) of the Note, even if there is no event of default under the Note, provided that any adjustment under Section 1.6(e) of the Note shall be subject to a per share floor price equal to one dollar. The foregoing description of the terms of the Securities Purchase Agreement and Waiver, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the copies of the Securities Purchase Agreement and Waiver, filed hereto as Exhibits 10.1 and 10.2 respectively, to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The securities described above have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, Avalon GloboCare Corp., a Delaware corporation (the "Company") filed a certificate of designations of preferences, rights, and limitations of Series C Convertible Preferred Stock (the "Series C Certificate of Designations") on December 13, 2024, with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 10,000 shares of Series C Convertible Preferred Stock of the Company, par value $0.0001 per share, upon the terms and conditions as set forth in the Series C Certificate of Designations. On May 29, 2025, the Company filed a certificate of amendment to the Series C Certificate of Designations (the "Certificate of Amendment"), pursuant to which the beneficial ownership limitation of 19.99% was amended to 4.99%.

The foregoing description of the terms of the Certificate of Amendment, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment filed hereto as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.