UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
Between July 16, 2025 and July 17, 2025, Avalon GloboCare Corp. (the “Company”) issued an aggregate of 211,400 shares of unregistered common stock to a noteholder upon partial conversions of an outstanding promissory note. After giving effect to such issuances, there were 3,286,793 shares of the Company’s common stock outstanding as of July 17, 2025.
On July 18, 2025 and July 28, 2025, the Company issued 46,100 and 47,000 shares, respectively, of unregistered common stock to a noteholder upon partial conversions of an outstanding promissory note. As previously reported, on July 3, 2025, the Company issued promissory notes to certain accredited investors (together, the “July 3, 2025 Notes”). Pursuant to the terms of the July 3, 2025 Notes, the Company agreed to issue 5,000 restricted shares of the Company’s common stock to each of the noteholders, for a total of 10,000 shares of common stock (the “Commitment Shares”). The Company issued the Commitment Shares on July 24, 2025. The Company also issued an aggregate of 79,216 restricted shares of common stock to consultants of the Company on July 24, 2025, in exchange for services rendered. After giving effect to the unregistered issuances between July 18, 2025 and July 28, 2025, there were 3,469,109 shares of common stock outstanding as of July 28, 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.
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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: July 30, 2025 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |
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