UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 30, 2026, Avalon Globocare Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) for the purpose of holding a stockholder vote on Proposals 1, 2, 3, 4, 5, 6, and 7 set forth below. A total of 2,498,866 shares of the Company’s common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting.
At the Special Meeting, the Company’s stockholders:
| 1. | Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion of convertible promissory notes (the “July 2025 Convertible Notes”) issued to certain accredited investors on July 3, 2025 (the “July 2025 Note Conversion Proposal”); |
| 2. | Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), (i) the issuance of shares of the Company’s common stock issuable upon conversion of an unsecured bridge note (the “December 2025 Note”) issued to an accredited investor on December 11, 2025 and (ii) the issuance of 100,000 shares (the “Commitment Shares”) of the Company’s common stock to be issued as a commitment fee (the “December 2025 Note Proposal”); |
| 3. | Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) (the “Series C Preferred Stock Conversion Proposal”); |
| 4. | Approved, for the purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), the closing of the transactions (the “Exchange Transaction”) contemplated by that certain Exchange Agreement (the “Exchange Agreement”) dated February 18, 2026 by and between the Company and Wenzhao Lu, the Chairman of the Company’s board of directors, pursuant to which the Company has agreed, subject to stockholder approval, to exchange 5,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), held by Mr. Lu for 2,074,689 shares of the Company’s common stock (the “Exchange Proposal”); |
| 5. | Approved, for the purposes of complying with Nasdaq Listing Rule 5636(c), the issuance of 450,000 shares of the Company’s restricted common stock pursuant to that certain consulting agreement dated as of December 1, 2025, as amended on February 16, 2026 (as amended, the “Consulting Agreement”) by and between the Company and a consultant (the “Advisor”) for certain advisory services (the “Advisor Shares Proposal”); |
| 6. | Approved a proposal to give the Company’s board of directors (the “Board”) the authority, at its discretion, to file a certificate of amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to effect a reverse split of the Company’s issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-25, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the Board in its discretion and to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the Certificate of Amendment and before March 30, 2028, without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”); and |
| 7. | Approved the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of any of the foregoing proposals if there are not sufficient votes to approve any such proposals (the “Adjournment Proposal”). |
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The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 2, 2026, are as follows:
Proposal 1. At the Special Meeting, the stockholders approved the July 2025 Note Conversion Proposal. The result of the votes to approve the July 2025 Note Conversion Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,006,251 | 9,597 | 414 | 1,482,604 |
Proposal 2. At the Special Meeting, the stockholders approved the December 2025 Note Proposal. The result of the votes to approve the December 2025 Note Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,006,140 | 9,673 | 449 | 1,482,604 |
Proposal 3. At the Special Meeting, the stockholders approved the Series C Preferred Stock Conversion Proposal. The result of the votes to approve the Series C Preferred Stock Conversion Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,006,103 | 9,745 | 414 | 1,482,604 |
Proposal 4. At the Special Meeting, the stockholders approved the Exchange Proposal. The result of the votes to approve the Exchange Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,005,540 | 10,308 | 414 | 1,482,604 |
Proposal 5. At the Special Meeting, the stockholders approved the Advisor Shares Proposal. The result of the votes to approve the Advisor Shares Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,006,139 | 9,682 | 441 | 1,482,604 |
Proposal 6. At the Special Meeting, the stockholders approved the Reverse Stock Split Proposal. The result of the votes to approve the Reverse Stock Split Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,325,637 | 141,069 | 32,160 | 0 |
Proposal 7. At the Special Meeting, the stockholders approved the Adjournment Proposal. The result of the votes to approve the Adjournment Proposal was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,334,191 | 132,165 | 32,510 | 0 |
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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.
| Date: March 30, 2026 | AVALON GLOBOCARE CORP. |
| /s/ Luisa Ingargiola | |
| Luisa Ingargiola | |
| Chief Financial Officer |
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