Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

Between July 30, 2025 and August 6, 2025, Avalon GloboCare Corp., a Delaware corporation (the "Company"), issued an aggregate of 221,000 shares of unregistered common stock to a noteholder upon partial conversions of an outstanding promissory note. After giving effect to such issuances, there were 3,690,109 shares of the Company's common stock outstanding as of August 6, 2025.

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.