Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 14, 2025, Avalon GloboCare Corp., a Delaware corporation (the "Company") entered into entered into that certain securities purchase agreement (the "Securities Purchase Agreement"), with an accredited investor, Brown Stone Capital Ltd. (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, 121,200 shares of the Company's common stock (the "Shares"), par value $0.0001 per share (the "Common Stock"), and pre-funded warrants to purchase 354,300 shares of Common Stock (the "Warrants"), subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock, in exchange for $475,500. The total number of shares of Common Stock issuable pursuant to the Warrants is 354,300 shares. The closing of the transaction occurred on July 17, 2025, which is when the Company received net proceeds of $450,500 after deducting offering expenses.

In connection with the transaction, the Company and the Investor entered into a registration rights agreement (the "Registration Rights Agreement" and together with the Securities Purchase Agreement and Warrants, the "Transaction Documents"), pursuant to which the Company agreed to register the Shares and the shares of Common Stock underlying the Warrants (the "Warrant Shares") pursuant to a registration statement on Form S-1 (or other appropriate form) under the Securities Act of 1933, as amended (the "Securities Act"). The Company agreed to file the registration statement on or before the earlier of (i) fifteen (15) calendar days from the date that the SEC first declares the Company's Form S-4 (File No. 333-286738) effective or (ii) September 26, 2025, and to use its reasonable best efforts to have the registration statement declared effective by the SEC within thirty (30) calendar days from the date that the registration statement is first filed (which will increase to seventy-five (75) calendar days in the event of a SEC review). The Company also granted piggy-back registration rights with respect to the Shares and Warrant Shares to the Investor in the Securities Purchase Agreement.

The Transaction Documents contain customary representations and warranties and agreements and obligations of the parties. The foregoing description of the terms of the Warrants, Securities Purchase Agreement, Registration Rights Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the copies of the Warrants, Securities Purchase Agreement, and Registration Rights Agreement filed hereto as Exhibits 4.1, 10.1, and 10.2 respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.