Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 21, 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, Mast Hill Fund, L.P. (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, 300 shares of Series C Convertible Preferred Stock for up to an aggregate of $300,000 (the "Purchase Price"), which is equal to $1,000 per share. The Company will receive net proceeds of $290,000 at the closing after deducting offering expenses. The Company shall not be required to issue any of the Company's common stock upon conversion of the Series C Convertible Preferred Stock until the shareholder approval for such issuance is obtained by the Company. The foregoing description of the terms of the Securities Purchase Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the copy of the Securities Purchase Agreement filed hereto as Exhibit 10.1 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 hereby 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.