Avalon GloboCare Corp. 8-K

What Happened

• Avalon GloboCare Corp. announced on June 1–2, 2026 that it issued two promissory notes (to Dune Equity Holdings LLC and FirstFire Global Opportunities Fund, LLC). Each note has a stated principal of $250,000 (inclusive of a $50,000 original-issuance discount) and produced gross proceeds of $200,000 to the company. The company says the net proceeds will be used for working capital and general corporate purposes.
• The notes carry a one-time interest charge equal to 18.75% of the principal and mature in December 2026, with a scheduled repayment plan (three monthly payments of $62,500 on Sept 1, Oct 1 and Nov 1, 2026, and the remaining balance due Dec 1, 2026). The agreements include a 10% per annum default interest rate and a most-favored-nations clause for non-convertible debt. A side letter grants Hudson Global Ventures a three‑day right of first refusal on any Equity Line transaction for 18 months.
• Separately, on June 3, 2026 the board appointed Luisa Ingargiola as Chief Strategy Officer (she will remain CFO until the effective date) and named Sam Knipper as Chief Financial Officer effective June 3, 2026. Mr. Knipper will serve through an agreement with Brio Financial Group (Avalon will pay Brio $10,000 per month).

Key Details

• Two notes: stated principal $250,000 each; gross proceeds $200,000 each (due to $50,000 issuance discount).
• One-time interest = 18.75% of principal (filing lists $46,875,000 which appears to be a typographical error; 18.75% of $250,000 = $46,875).
• Repayment schedule: $62,500 due Sept 1, Oct 1 and Nov 1, 2026; remaining balance due Dec 1, 2026. Default interest rate = 10% p.a.
• Executive changes: Luisa Ingargiola named Chief Strategy Officer with an Executive Retention Agreement (base salary $230,000, bonus opportunities up to 100% of base, equity option grants contingent on stock plan approval, and change-of-control/severance protections). Sam Knipper (age 31) becomes CFO via Brio consulting arrangement.

Why It Matters

• These notes create near-term debt obligations and scheduled cash outflows this fall and in December 2026; investors should note the timing and size of repayments relative to the company’s cash position. The notes also include provisions (MFN, use of 25% of future proceeds to repay) that could affect future financing flexibility.
• Leadership changes put a new outsourced CFO in place and move a long-time finance executive into strategy with a retention package that includes meaningful cash and equity incentives; this may affect management continuity, governance and compensation expense going forward.
• The filing contains a couple of apparent typographical errors (an extra zeroes in the one-time interest amount and an incorrect year in the maturity date), so investors should review the full note and side letter (Exhibits 10.1–10.2) for the definitive terms.