Amendment: Avalon GloboCare Corp. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Other Events, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by the Company on June 4, 2025 (the “Original 8-K”), to:
| (i) | Revise the disclosure in Item 3.02 in the Original 8-K to clarify the total approximate number of shares of Common Stock issuable upon conversion of the Note, and provide the current outstanding principal amount under the Note; | |
| (ii) | Revise the disclosure in Item 1.01 of the Original 8-K to provide the current outstanding principal amount under the Note; |
| (iii) | Make certain immaterial definitional changes in Items 1.01 and 5.03 of the Original 8-K; |
| (iv) | Refile the Certificate of Amendment to the Series C Certificate of Designations as Exhibit 3.1 (as opposed to Exhibit 10.3) to this Amendment No. 1; and | |
| (v) | Include disclosure in Item 8.01 of Amendment No. 1 with respect to the principal balance of the Note as of August 29, 2025. |
Capitalized but undefined terms in this Explanatory Note have the meanings ascribed to such terms in the various Items contained in the body of this Amendment No. 1. Except as expressly set forth herein, Amendment No. 1 speaks as of the filing date of the Original 8-K and does not reflect events that may have occurred subsequent to the filing date of the Original 8-K. Except as described above, no other changes have been made to the Original 8-K. Amendment No. 1 should be read in conjunction with the Original 8-K and the Company’s other filings with the Securities and Exchange Commission.
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Item 1.01. Entry into a Material Definitive Agreement.
On June 4, 2025, Avalon GloboCare Corp. (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 (the “Common Stock”), 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 “Floor Price”). As of August 29, 2025, the principal balance owed under the Note is equal to $1,421,323. 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. Based upon a principal balance of approximately $2,556,777 and accrued interest of approximately $141,148 owed under the Note as of June 3, 2025, and an estimated $244,116 of interest that may accrue under the Note between June 4, 2025 and December 31, 2025 at the interest rate of 13% per annum under the Note (assuming no conversions of principal and no repayment of principal in cash during the aforementioned period), the total shares of Common Stock issuable upon conversion of the Note at the Floor Price in the aggregate would equal approximately 2,942,041 shares of Common Stock, subject to the beneficial ownership limitation of 4.99% at all times as provided in the Note. As of August 29, 2025, the principal balance owed under the Note is equal to $1,421,323.
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, 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 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
As of August 29, 2025, the principal balance owed under the Note is equal to $1,421,323.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1* | 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. | |
| 10.1** | Securities Purchase Agreement, between the Company and Investor, dated as of June 4, 2025. | |
| 10.2** | Waiver, between the Company and Holder, dated as of May 29, 2025. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| ** | Previously filed. |
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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.
| AVALON GLOBOCARE CORP. | ||
| Dated: August 29, 2025 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |
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