UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): June 929, 2026

AVALON GLOBOCARE CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-38728		47-1685128
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification ~~No.~~Number)

4400 Route 9 South, Suite 3100, Freehold, NJ 07728

(Address of principal executive offices~~, including ZIP code~~)

(732) 780-4400

(Registrant’s telephone number, including area code)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	ALBT	The Nasdaq Capital Market
Common Stock, par value $0.0001 per share	ALBT	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the ~~Securities~~ Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~- ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June 930, 2026, Avalon GloboCare Corp., a Delaware corporation (the “Company”) ~~held~~ ~~its~~entered ~~annual~~into ~~meeting~~a ofsecurities ~~stockholders~~purchase agreement (the “~~Annual~~Purchase ~~Meeting~~Agreement”) ~~for~~with Allen O. Cage Jr., an individual accredited investor (the ~~purpose~~“Investor”), pursuant to which the Company agreed to issue and sell to the Investor (i) 400 shares of ~~holding~~the aCompany's ~~stockholder~~Series ~~vote~~F onConvertible ~~Proposals~~Preferred Stock, par value $0.0001 per share (the "Series F Preferred Stock"), having a stated value of $1,000.00 2per share, 3and (ii) 200,000 4shares of the Company's common stock, 5par value $0.0001 per share (the "Commitment Shares"), ~~and~~as 6additional ~~set~~consideration ~~forth~~for ~~below.~~the AInvestor's ~~total~~purchase of 4the Series F Preferred Stock,~~364~~ for an aggregate purchase price of $400,~~690~~000.00. The Series F Preferred Stock is convertible into shares of the Company’'s common stock, ~~constituting~~at a ~~quorum,~~conversion ~~were represented~~price inof ~~person~~$0.50 orper byshare. ~~valid~~The ~~proxies~~transactions atcontemplated by the ~~Annual~~Purchase ~~Meeting~~Agreements closed on July 2, 2026.

AtThe Series F Preferred Stock is subject to mandatory redemption of 25% of the ~~Annual~~then ~~Meeting~~outstanding shares on each of October 1, 2026, November 1, 2026, December 1, 2026 and January 1, 2027, at a redemption price per share equal to 125% of the stated value; provided that a holder may elect to convert shares subject to mandatory redemption into common stock in accordance with the terms of the Series F Certificate of Designations (as defined below) at any time prior to the applicable mandatory redemption date. The conversion of the Series F Preferred Stock is subject to a beneficial ownership limitation of 4.99% of the outstanding shares of common stock. The Series F Preferred Stock ranks senior to the Company’'s ~~stockholders:~~common stock and junior to any other class or series of capital stock of the Company with respect to liquidation preference.

1.The ~~Elected~~Purchase ~~four~~Agreement contains ~~(4)~~customary ~~members~~representations, ofwarranties ~~the~~and ~~Company’s~~covenants ~~board~~ of ~~directors (~~the ~~“Board”)~~Company toand ~~serve for a one-year term to expire at~~ the ~~2027 annual meeting of stockholders; 2~~Investor. ~~Ratified~~The ~~the~~closing ~~appointment~~ of ~~M&K CPAS, PLLC (“M&K”) as~~ the ~~Company’s~~transactions ~~independent~~contemplated in ~~registered public accounting firm for~~ the ~~fiscal~~Purchase ~~year~~Agreement ~~ending~~is ~~December~~expected ~~31,~~to ~~2026;~~occur ~~3. Approved the Avalon GloboCare Corp. 2026 Stock Incentive Plan (the “2026 Plan Proposal”); 4. Approved,~~ on anJuly ~~advisory basis~~2, ~~the 2025 compensation of our named executive officer (the “Say-on-Pay Proposal”);~~2026.

Approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), (i) the issuance of Series A-1 warrants to purchase up to 6,372,550 shares of common stock (the “Series A-1 Warrants”), (ii) the issuance of Series A-2 warrants to purchase up to 6,372,550 shares of common stock (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Warrants”), (iii) the issuance of warrants (the “Placement Agent Warrants”) to purchase up to 318,628 shares of common stock issued to H.C. Wainwright & Co., LLC (the “Placement Agent”) and (iv) the shares of common stock issuable upon the exercise of the Warrants and the Placement Agent Warrants all issued in connection with our private placement that closed on February 27, 2026 (the “February 2026 Warrant Issuance Proposal”); and

Approved a proposal to give the Board the authority, at its discretion, to file a certificate of amendment to the Company’s 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 amendment to the Company’s Certificate of Incorporation and before June 9, 2027 without further approval or authorization of the stockholders (the “Reverse Stock Split Proposal”).

The securities were offered and sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

The ~~final~~foregoing ~~results~~description ~~for~~of ~~each~~the terms of the ~~matters~~Purchase ~~submitted~~Agreement, and tothe atransactions ~~vote~~contemplated ofthereby, ~~shareholders~~does atnot ~~the~~purport ~~Annual~~to ~~Meeting,~~be ascomplete ~~set~~and ~~forth~~is qualified in its entirety by reference to the ~~Company’s~~copy ~~Definitive~~of ~~Proxy~~the Securities ~~Statement~~Purchase Agreement, filed ~~with~~hereto ~~the~~as ~~Securities and~~Exhibit ~~Exchange~~10.1 ~~Commission~~to this Current Report on ~~April~~Form 178-K, ~~2026,~~and ~~are~~is asincorporated ~~follows:~~herein by reference.

~~Proposal~~ 1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the four (4) nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four (4) directors were as follows:

Directors	For		Withhold		Broker Non-Votes
Wenzhao “Daniel” Lu		1,141,805		359,185		2,863,700
Lourdes Felix		1,411,624		89,366		2,863,700
Steven A. Sanders		1,435,430		65,560		2,863,700
Michael Mathews		1,440,611		60,379		2,863,700

Item 3.02 - Unregistered Sale of Equity Securities.

Reference is made to the disclosure under Item 1.01 above relating to the issuance of each of the Series F Preferred Stock and the Commitment Shares which is hereby incorporated in this Item 3.02 by reference.

~~Proposal~~The 2.shares ~~At the~~of ~~Annual~~Series ~~Meeting~~F Preferred Stock, ~~appointment~~the shares issuable upon conversion of ~~M&K~~the asSeries F Preferred Stock and the ~~Company’s~~Commitment ~~independent~~Shares have not been registered ~~public~~under ~~accounting~~the ~~firm~~Securities ~~for~~Act ~~its~~of ~~fiscal~~1933, ~~year~~as ~~ending December~~amended 31(the “Securities Act”), ~~2026~~or ~~was~~the ~~ratified~~securities laws of any state, and ~~approved~~are bybeing ~~the~~offered ~~stockholders~~and bysold in reliance on the ~~votes~~exemption ~~set~~from ~~forth~~registration inunder the ~~table~~Securities ~~below:~~Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

For		Against		Abstain		Broker Non-Votes
4,250,597		110,736		3,357		0

On June 29, 2026, the Company issued 150,000 restricted shares of Common Stock to a consultant of the Company in exchange for services rendered.

~~Proposal~~On 3.June ~~At the~~29, ~~Annual Meeting~~2026, the ~~stockholders~~Company ~~approved~~issued ~~the~~three ~~2026~~year ~~Plan~~options ~~Proposal.~~(“Options”) to ~~The~~purchase ~~result~~400,000 shares of Common Stock pursuant to the ~~votes~~Plan to ~~approve~~consultants ~~the~~in ~~2026~~consideration ~~Plan~~of ~~Proposal~~services ~~was~~rendered asto the Company and ~~follows:~~having an exercise price of $0.2820 per share.

For		Against		Abstain		Broker Non-Votes
880,827		618,585		1,578		2,863,700

On July 1, 2026, the Company issued 200,000 shares or Common Stock in consideration a waiver.

~~Proposal~~On 4.July At2, ~~the Annual Meeting~~2026, the ~~stockholders~~Company ~~approved~~issued ~~the~~an ~~Say-on-Pay~~aggregate ~~Proposal.~~750,000 ~~The~~restricted ~~result~~shares of ~~the~~Common ~~votes~~Stock to ~~approve~~consultants of the ~~Say-on-Pay Proposal~~Company ~~was~~in asexchange ~~follows:~~for services rendered.

For		Against		Abstain		Broker Non-Votes
1,414,027		32,635		54,328		2,863,700

Reference is made to the disclosure of under Item 5.02 above relating to the issuance of the options to officers and directors which is hereby incorporated in this Item 3.02 by reference.

~~Proposal~~The 5.securities Atdescribed above have not been registered under the ~~Annual~~Securities ~~Meeting~~Act, or the ~~stockholders~~ ~~approved~~securities ~~the~~laws ~~February~~of ~~2026~~any ~~Warrant~~state, ~~Issuance~~and ~~Proposal.~~were ~~The~~offered ~~result~~and ofsold in reliance on the ~~votes~~exemption tofrom ~~approve~~registration under the ~~February~~Securities ~~2026~~Act ~~Warrant~~afforded ~~Issuance Proposal~~by ~~was~~Section as4(a)(2) ~~follows:~~thereof.

For		Against		Abstain		Broker Non-Votes
925,882		570,691		4,417		2,863,700

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

~~Proposal~~On 6.June At29, 2026, the ~~Annual~~Company’s ~~Meeting,~~issued three-year options (the ~~stockholders~~ ~~approved~~“Options”) to purchase 1,150,000 shares of the ~~Reverse~~Company’s Common Stock ~~Split~~pursuant ~~Proposal.~~to ~~The~~the ~~result~~2026 Equity ofPlan (the ~~votes~~“Plan”) to ~~approve~~the following officers of the ~~Reverse~~Company: ~~Stock~~(i) ~~Split~~options ~~Proposal~~to ~~was~~purchase as400,000 ~~follows~~shares to Luisa Ingargiola, Chief Strategy Officer; (ii) options to purchase 400,000 shares to Meng Li:, interim Chief Executive Officer and (iii) options to purchase 350,000 shares of common stock to Brio Financial and Sam Knipper, Chief Financial Officer as consideration for services rendered and having the exercise price equal to $0.2820 per share of Common Stock.

For		Against		Abstain		Broker Non-Votes
3,605,584		741,154		17,952		0

On June 29, 2026, the Company issued Options to purchase 600,000 share of the Company’s Common Stock to its non-employee directors.in consideration of services rendered to the Company and having an exercise price of $0.2820 per share of Common Stock

2Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SIGNATURES~~On July 2, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Series F Certificate of Designations”) with the Secretary of State of the State of Delaware, designating 5,000 shares of the Company's authorized preferred stock as Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock"). Of the 5,000 authorized shares, 400 shares were issued as of the original issue date. The material terms of the Series F Preferred Stock are summarized below.

~~Pursuant~~Stated toValue ~~the~~and ~~requirements~~Ranking. Each share of ~~the~~Series ~~Securities~~F ~~Exchange~~Preferred ~~Act~~Stock has a stated value of ~~1934~~$1,000.00. ~~the~~The ~~registrant~~Series ~~has~~F ~~duly~~Preferred ~~caused~~Stock ~~this~~ranks ~~report~~(i) senior to bethe ~~signed~~Company's common onstock ~~its~~and ~~behalf~~any other class or series of capital stock hereafter created that by its terms ranks junior to the ~~undersigned~~Series ~~hereunto~~F Preferred ~~duly~~Stock, ~~authorized~~and (ii) junior to any other class or series of capital stock of the Company.

Date: June 9, 2026	AVALON GLOBOCARE CORP.
	/s/ Luisa Ingargiola
	Luisa Ingargiola
	Chief Strategy Officer

3Dividends. No dividends are payable on the Series F Preferred Stock, except for stock dividends or distributions for which adjustments are made to the conversion price.

Voting Rights. Holders of Series F Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. However, for so long as any shares of Series F Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series F Preferred Stock, voting as a separate class, (a) alter or change adversely the powers, preferences or rights of the Series F Preferred Stock, (b) increase the number of authorized shares of Series F Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing.

Liquidation Preference. Upon any liquidation, dissolution or winding-up of the Company, holders of Series F Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount equal to 100% of the stated value per share.

Conversion Rights. Each share of Series F Preferred Stock is convertible, at the option of the holder, at any time after the Shareholder Approval is obtained, into shares of common stock at a conversion price of $0.50 per share, subject to adjustment. No fractional shares of common stock will be issued upon conversion; in lieu thereof, the Company will pay cash or round up to the next whole share, at the Company's option. The conversion of the Series F Preferred Stock is subject to a beneficial ownership limitation of 4.99% of the outstanding shares of common stock. The Company is not required to issue any shares of common stock upon conversion of the Series F Preferred Stock until the Shareholder Approval is obtained.

Anti-Dilution Adjustments. The conversion price is subject to proportional adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations, reclassifications and similar events. In the event of any recapitalization, reorganization, consolidation, merger or sale of all or substantially all of the Company's assets, holders of Series F Preferred Stock will be entitled to receive, upon conversion, the same kind and amount of stock, securities or other assets or property that holders of common stock would receive in connection with such transaction.

Mandatory Redemption. The Company is required to redeem 25% of the then outstanding shares of Series F Preferred Stock on each of October 1, 2026, November 1, 2026, December 1, 2026 and January 1, 2027, at a redemption price per share equal to 125% of the stated value. A holder may elect to convert shares subject to mandatory redemption into shares of common stock at any time prior to the applicable mandatory redemption date, and any shares so converted will reduce the number of shares subject to redemption on such date on a share-for-share basis.

The foregoing description of the Series F Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Series F Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation of Series F Convertible Preferred Stock
10.1		Securities Purchase Agreement, between the Company and Allen O Cage Jr., dated as of June 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 2, 2026	By:	/s/ Sam Knipper
	Name:	Sam Knipper
	Title:	Chief Financial Officer

Filing Compare · Avalon GloboCare Corp.