Avalon GloboCare Corp. 8-K Filings

Change Agents Corporation entered into a Business Loan and Security Agreement with a commercial lender on July 24, 2026, obtaining a secured business loan with principal of $825,000. After paying a $41,500 administration fee and repaying in full a $529,400 March 2026 loan from the same lender, net proceeds to the company were $254,350. The company agreed to repay a total of $1,188,000, including $363,000 of interest, in 30 weekly installments of $37,125 beginning July 29, 2026, with a maturity date of March 3, 2027. The loan is evidenced by a Confessed Judgment Secured Promissory Note and secured by a continuing security interest in specified collateral.

Wholly owned subsidiaries Avalon Healthcare System Inc., Avalon Laboratory Services, Inc., and Avalon Quantum AI LLC guaranteed the obligations. The agreement includes restrictive covenants limiting additional debt, investments, liens, asset sales, mergers, affiliate transactions and dividend payments, along with customary representations, covenants and events of default. On the same date, under a Forbearance Letter Agreement, the lender agreed to forbear enforcing payment and default remedies under the March 2026 loan pending the new financing. In consideration, the company issued 360,000 common shares as commitment shares, granted piggyback registration rights on those shares and relied on the Section 4(a)(2) exemption from registration.

Change Agents Corporation entered into an Equity Purchase Agreement with Hudson Global Ventures, giving it the option during a commitment period of up to 36 months to require the investor to buy up to $10,000,000 of common stock. Shares are sold in individual puts between at least $15,000 and at most the lesser of $500,000 and 200% of average daily trading value, at a fixed purchase price of $0.30 per share, subject to anti-dilution adjustments and conditions including an effective resale registration statement, Nasdaq shareholder approval limits, a 4.99% beneficial ownership cap, DWAC eligibility and minimum pricing conditions.

In connection with the equity line, Change Agents issued Hudson a warrant to purchase up to 925,925 shares at an exercise price of $0.01 per share, exercisable after stockholder approval for five years, also subject to a 4.99% beneficial ownership limitation. The company agreed to obtain stockholder approval for the warrant shares within 75 days; failing that, the investor may require a $250,000 cash buyout, upon payment of which the warrant is extinguished. If approval is obtained on time and the five-day average closing price before approval is below $0.27, Change Agents must make a True-Up Payment equal to $250,000 minus the warrant’s value at that price.

A separate Registration Rights Agreement requires filing a resale registration statement within 30 days and using reasonable commercial efforts to have it declared effective within 90 days, remaining effective until all registrable securities are sold and the full commitment is drawn. The warrant and its underlying shares are offered or issuable in reliance on exemptions from Securities Act registration, including Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Change Agents Corporation, formerly Avalon GloboCare Corp., has amended its Delaware charter to change its corporate name, effective July 20, 2026, and will begin trading on The Nasdaq Capital Market under the new ticker CHGA on July 22, 2026. The CUSIP 05344R302 and shareholder rights remain unchanged, and no shareholder action is required.

The company describes a strategic transformation into a pure-play agentic artificial intelligence software business focused on subscription-based applications. Its portfolio includes the Beacon AI Search Optimization platform, the Catch-Up autonomous content-creation platform, and distribution of the FDA-registered KetoAir breathalyzer device, building on its acquisition of RPM Interactive.

Avalon GloboCare Corp. entered a securities purchase agreement with an accredited investor for 400 shares of Series F Convertible Preferred Stock at a stated value of $1,000 per share, plus 200,000 common "commitment" shares, for total proceeds of $400,000.

The Series F Preferred Stock is convertible into common stock at $0.50 per share, subject to a 4.99% beneficial ownership cap and future shareholder approval for conversion. It ranks senior to common stock, carries no cash dividends, and must be redeemed in four quarterly installments at 125% of stated value if not converted.

The company also issued multiple unregistered equity awards and shares to consultants and others, including 150,000 and 750,000 restricted common shares, 200,000 common shares in consideration of a waiver, and options to purchase over 2.1 million shares at an exercise price of $0.2820 per share under its 2026 Equity Plan.

Avalon GloboCare Corp. held its annual stockholder meeting, where 4,364,690 common shares were represented, constituting a quorum. Stockholders elected four directors to one-year terms and ratified M&K CPAS, PLLC as independent registered public accounting firm for the year ending December 31, 2026.

They approved the 2026 Stock Incentive Plan and an advisory say-on-pay vote on 2025 executive compensation. Stockholders also approved issuances related to Series A-1 and A-2 warrants and placement agent warrants from a February 27, 2026 private placement, and authorized the board to implement a reverse stock split between 1‑for‑2 and 1‑for‑25 at its discretion before June 9, 2027.

Avalon GloboCare Corp. entered into two short-term promissory notes to raise cash and made key leadership changes. On June 1 and June 2, 2026, the company issued a $250,000 note to Dune Equity Holdings LLC and a $250,000 note to FirstFire Global Opportunities Fund, LLC, each including a $50,000 original issuance discount and providing $200,000 in gross proceeds for working capital and general corporate purposes.

Each note carries a one-time interest charge equal to 18.75% of the principal, scheduled payments of $62,500 on September 1, October 1, and November 1, 2026, and a final balloon payment on December 1, 2026. The notes include a most-favored-nations protection for non-convertible debt and require 25% of net proceeds from future equity, debt, or asset sales to repay outstanding amounts. A side letter grants Hudson Global Ventures, LLC a three-day right of first refusal on any Equity Line of Credit transaction for 18 months.

The board appointed Luisa Ingargiola as Chief Strategy Officer and Sam Knipper as Chief Financial Officer, effective June 3, 2026. Ingargiola’s new Executive Retention Agreement provides a $230,000 base salary, potential bonuses tied to performance, stockholder approvals, and change of control events, plus option grants for up to 750,000 shares and detailed severance and benefit protections. Knipper will serve as CFO through Brio Financial Group under a consulting arrangement where Avalon pays Brio $10,000 per month.

Avalon GloboCare Corp. filed an amended report providing unaudited pro forma financial information for the previously completed $9,000,000 sale of its subsidiary Avalon RT 9 Properties, LLC, which owned the company’s headquarters building in Freehold, New Jersey.

The pro forma balance sheet as of December 31, 2025 shows total assets decreasing from $23,400,737 historically to $16,106,352 after removing RT9-related assets and liabilities, while total equity increases from $9,230,108 to $11,178,393 mainly through a $1,948,285 adjustment to additional paid-in capital. For 2025, pro forma net loss attributable to common shareholders narrows from $18,098,503 to $17,356,400 by eliminating discontinued operations tied to the property business.

Avalon GloboCare Corp. is expanding its AI video capabilities through a new collaboration involving Amazon Web Services and Caylent. Subsidiary Avalon Quantum AI LLC is working with AWS on Phase 2 of its Catch-Up agentic AI video platform, with Caylent leading development as an AWS Premier Tier Consulting Partner.

AWS has agreed to provide $125,000 of funding for this project, contingent on completion within 7 months; the work is currently estimated to be finished in about 4 months. Phase 2 aims to turn Catch-Up from a manually configured tool into a fully autonomous agentic AI video system, making it easier for content creators to generate personalized videos across multiple social media platforms.

Avalon GloboCare Corp. received a notice from Nasdaq that its common stock no longer meets the Nasdaq Capital Market minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days through April 14, 2026.

The stock remains listed under the symbol ALBT, but the company has 180 days, until October 12, 2026, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. If it still does not comply, Avalon may qualify for an additional 180‑day period if it meets other Nasdaq listing standards and may consider actions such as a reverse stock split to cure the deficiency.

Avalon Globocare Corp. set its 2026 Annual Meeting of Stockholders for June 9, 2026, to be held virtually. Stockholders of record as of May 15, 2026 may vote at the meeting. The company also established April 12, 2026 as the deadline for shareholder proposals and director nominations.

Proposals for inclusion in the company’s proxy materials must meet the requirements of Rule 14a-8 and be received by the Corporate Secretary by April 12, 2026. Other proposals or director nominations must also comply with SEC rules, Delaware law and the company’s Amended and Restated Bylaws, or they will not be considered.

Avalon GloboCare Corp. explains that its shareholders approved several proposals related to the company’s capital structure and financing flexibility, including authorizing the Board to implement a reverse stock split in the future if deemed appropriate. The company states this approval does not mean a reverse stock split is being implemented now and that there is currently no reverse stock split planned.

Avalon describes this authorization as a standard governance measure intended to preserve flexibility as it evaluates strategic and corporate priorities, while emphasizing continued focus on executing its business strategy. The company also highlights that it uses social media channels on Stocktwits, X, Yahoo Finance and Reddit to share public information that may be considered material and encourages interested parties to review updates posted there.

Avalon Globocare Corp. stockholders approved seven proposals at a special meeting where 2,498,866 common shares were represented, constituting a quorum. Approvals covered share issuances tied to July 2025 convertible notes, a December 2025 bridge note with 100,000 commitment shares, and conversion of Series C Convertible Preferred Stock.

Stockholders also approved exchanging 5,000 shares of Series D Convertible Preferred Stock held by the board chairman for 2,074,689 common shares, issuing 450,000 restricted common shares under a consulting agreement, and granting the board authority to implement a reverse stock split between 1-for-2 and 1-for-25 without reducing authorized shares. Adjournment authority, if needed, was also approved.

Avalon GloboCare Corp. completed a private placement, raising approximately $2.8 million in net proceeds from institutional investors through a mix of common stock, pre-funded warrants and Series A-1 and A-2 warrants.

The deal included 490,197 shares of common stock at $0.51 per share, pre-funded warrants to purchase up to 5,882,353 shares, and Series A-1 and A-2 warrants to purchase up to 6,372,550 shares each at an exercise price of $0.51 per share, all subject to specified ownership caps and, for the common warrants, stockholder approval. H.C. Wainwright received cash fees and placement agent warrants for 318,628 shares at $0.6375 per share, and Roth Capital Partners was paid $75,000 as financial advisor.

The company plans to use the net proceeds primarily for operating expenses, working capital, and repayment of certain outstanding debt. Separately, it issued 287,411, 230,739 and 750,522 shares of common stock on February 19, 24 and 26, 2026 upon net exercises of existing warrants, with no cash proceeds received from those exercises.

Avalon Globocare Corp. reported changes to executive and board compensation. On March 4, 2026, the Board approved a cash bonus of $175,000 for Chief Financial Officer Luisa Ingargiola in recognition of her efforts advancing the business and financial position during the 2025 fiscal year.

The Board also increased annual fees payable to lead director Steven Saunders to $95,000 for his service on the Board of Directors. These actions reflect compensation decisions rather than operational or financial performance metrics.

Avalon GloboCare Corp. entered into a private placement with institutional investors, raising approximately $3.25 million gross through the sale of 6,372,550 shares of common stock (or pre-funded warrants in lieu) at $0.51 per share, plus accompanying Series A-1 and Series A-2 warrants.

The company expects net proceeds of about $2.8 million, which it plans to use to repay certain outstanding debt and for working capital and general corporate purposes. The warrants, covering up to 12,745,100 shares, carry a $0.51 exercise price and become exercisable after stockholder approval, with expirations five years and eighteen months from that approval, respectively.

Avalon GloboCare Corp. filed a current report describing that it has been accepted into the AMD AI Developer Program. This gives Avalon access to AMD Developer Cloud credits, advanced tools, training, and community resources aimed at supporting and accelerating artificial intelligence development.

Avalon plans to use these resources mainly through its AI-focused subsidiary Avalon Quantum AI LLC (AQAI) to scale automated commentary video generation, future enterprise documentation tools, and an AI-powered workflow automation platform. Management highlights this as part of Avalon’s broader repositioning as a technology-focused AI company.

Avalon Globocare Corp. entered a financing deal with an accredited investor, issuing a promissory note with a principal amount of $233,910 (including a $26,910 original issue discount) for gross proceeds of $207,000. The note carries a one-time interest charge of $28,069 (12% of principal), matures on February 15, 2027, and can accrue default interest at 22% per year if unpaid.

The note can be prepaid at 96–98% of principal plus interest depending on timing, and is scheduled for a $144,088 payment on August 15, 2026, followed by monthly installments of $19,648.50 from September 15, 2026 through maturity. Upon an event of default, it becomes immediately due at 150% of outstanding amounts and may be converted into common stock at 75% of market price, subject to a 4.99% beneficial ownership cap and a 19.99% limit relative to shares outstanding on the issuance date without prior stockholder approval.

The filing also reports that directors William B. Stilley III, Wilbert J. Tauzin II and Tevi Troy resigned from the board on February 24, 2026, not due to any disagreement with the company. On the same date, the board appointed Lourdes Felix, Michael Mathews and Steven Sanders to key committee and leadership roles, including audit committee chair, nominating and corporate governance committee chair, and lead independent director.

Avalon Globocare Corp. completed an amended transaction to sell 100% of the membership interests of its subsidiary Avalon RT 9 Properties, LLC, which owns the company’s Freehold, New Jersey office property, to its board chairman Wenzhao Lu.

The amended deal provides total consideration of $9,000,000, consisting of $3,100,000 in cash previously advanced under the original agreement and the satisfaction in full of an approximately $5,900,000 mortgage balance. Following closing, Avalon is released from all obligations as guarantor on that mortgage.

The company also amended a $375,000 unsecured bridge note dated December 11, 2025, extending the first, second, and third payment deadlines to March 16, 2026, April 15, 2026, and May 15, 2026, respectively.

Avalon Globocare Corp. entered into a financing deal with Vanquish Funding Group involving a $233,910 promissory note, sold for $207,000 with a $26,910 original issue discount and a one-time 12% interest charge. The note requires seven monthly payments starting August 15, 2026 and matures on February 15, 2027. If an event of default occurs, the lender can demand 150% of the default amount and the note becomes convertible into common stock at 75% of the lowest trading price over the prior ten trading days, subject to a 19.99% issuance cap. Avalon plans to use the proceeds for general working capital and paid a $10,000 fee to Digital Offering LLC. The company also issued 300,000 common shares to consultants for services rendered, receiving no cash proceeds.

Avalon GloboCare Corp. reported that its subsidiary, Avalon Quantum AI LLC, filed a third U.S. provisional patent for its Catch-Up generative AI video platform. The application, titled “Systems and Methods for Audience-Adaptive Generation of Evidence-Preserving Commentary Video Variants” (No. 63/961,892), was filed on February 18, 2026.

The technology is designed to create multiple personalized commentary video versions from a shared, verified evidence framework while preserving factual integrity. It tailors structure, tone, pacing, and presentation for different audience segments and formats, with potential uses in financial commentary, sports highlights, and brand-safe marketing content.

Avalon GloboCare Corp. filed a current report to share information it released in a press release dated February 2, 2026. The company announced the conversion of the majority of its outstanding debentures, indicating a significant change in how this debt is structured. The press release describing this conversion is attached as an exhibit and is treated as furnished under Regulation FD rather than filed under the securities laws.

Avalon GloboCare Corp. terminated its planned merger with YOOV Group Holding Limited. On January 21, 2026, Avalon, its Nexus MergerSub subsidiary, and YOOV signed a Mutual Termination and Release Agreement that ends the March 7, 2025 Merger Agreement, with only specified surviving provisions remaining.

The parties agreed that no termination fee, expense reimbursement, or other payment is owed by either side, and each granted the other a broad mutual release of claims related to the proposed merger, subject to exceptions for rights under the termination deal, certain surviving provisions, and claims based on fraud or intentional misrepresentation. They also agreed to a mutual non‑disparagement covenant lasting three years and reciprocal indemnification for breaches, capped at $500,000 per side, excluding fraud or intentional misrepresentation.

Separately, Avalon disclosed that its subsidiary Avalon Quantum AI LLC filed a U.S. provisional patent application covering systems and methods for evidence‑constrained, audience‑adaptive automated commentary videos.

Avalon Globocare Corp. filed a current report to share that it issued a press release providing updates on its KetoAir™ breathalyzer device. The filing states that the press release, attached as an exhibit, is being furnished under Regulation FD, which is used to distribute important company information broadly and at the same time to all investors. The company also clarifies that this information is not considered “filed” for liability purposes under securities laws unless specifically incorporated into another filing.

Avalon GloboCare Corp. announced that Nasdaq has notified the company it has regained compliance with the Nasdaq Capital Market’s minimum stockholders’ equity requirement under Listing Rule 5550(b). Nasdaq also confirmed that the company is now in compliance with all applicable continued listing standards, meaning its common stock will continue to trade on the Nasdaq Capital Market. A previously scheduled hearing before the Nasdaq Hearings Panel has been cancelled, and the company issued a press release describing these developments.

Avalon GloboCare Corp. completed a business combination with RPM Interactive, Inc., issuing 19,500 shares of Series E Non-Voting Convertible Preferred Stock with an aggregate stated and liquidation value of $19,500,000.00 to RPM stockholders. Each Series E share has a stated value of $1,000, ranks senior to common stock, and is convertible into common stock at $1.50 per share from May 12, 2026, subject to ownership limits, an exchange cap under Nasdaq rules and stockholder approval. As a result of this transaction, Avalon believes its stockholders’ equity now exceeds the $2.5 million level required for continued Nasdaq listing.

The company also issued a $375,000 unsecured bridge note with a $75,000 original issue discount, receiving $300,000 in cash and agreeing to issue 100,000 commitment shares, with the note convertible on default into common stock at 50% of the volume weighted average price over the five prior trading days, subject to a floor price and prior shareholder approval. Avalon plans to issue 305,000 restricted shares to consultants, after which 4,557,009 common shares will be outstanding. In connection with the merger, Michael Mathews was appointed to the board as a director.

Avalon GloboCare Corp. reported that Nasdaq has again found it out of compliance with the Nasdaq Capital Market’s continued listing standards due to low stockholders’ equity and related criteria. Nasdaq previously notified the company that its stockholders’ equity was a deficit of $3,891,270 as of the quarter ended March 31, 2025, below the required minimum equity of $2,500,000, and that it did not meet alternative market value or net income standards.

Nasdaq had granted Avalon GloboCare up to 180 days from May 22, 2025, through November 18, 2025, to regain compliance. On November 19, 2025, Nasdaq sent a new notice stating the company remains non‑compliant and that its common stock is subject to suspension and delisting unless it requests a hearing. Avalon GloboCare plans to request a hearing before a Nasdaq Hearings Panel, which will automatically stay any suspension or delisting while the hearing process and any Panel‑granted extension period are ongoing.

Avalon GloboCare Corp. filed a current report to share that it has updated its investor presentation, which may be used in meetings with investors and analysts. The presentation includes additional information about YOOV Group Holding Limited and certain preliminary financial data for YOOV in connection with their previously announced proposed merger, under which YOOV would become a wholly owned direct subsidiary of Avalon GloboCare.

The filing stresses that YOOV’s preliminary figures are prepared by YOOV management, have not been audited or reviewed by its independent public accounting firm, and may change when YOOV’s audited results for the year ended March 31, 2025 are finalized. The report also highlights that the merger remains subject to conditions such as stockholder approval and other closing requirements, points investors to the Form S-4 registration statement and proxy statement/prospectus filed with the SEC for detailed information, and includes extensive forward-looking statement and risk disclosures related to the proposed merger.

Avalon GloboCare Corp. filed an amended current report to clarify details of a financing agreement, a senior secured promissory note, and related preferred stock terms.

The company agreed to sell 141,643 shares of common stock for $500,000, or $3.53 per share, to York Sun Investment Holding Limited under a securities purchase agreement. It also entered into a waiver with Mast Hill Fund, L.P. under a $2,845,000 senior secured promissory note, under which the holder waived potential cash penalties tied to a prior issuance of Series C preferred stock but retained dilutive adjustment rights, subject to a $1.00 per-share floor price.

Based on principal, accrued, and estimated future interest, the report states that, at the floor price, the note could be converted into approximately 2,942,041 common shares, subject to a 4.99% beneficial ownership limit. Separately, the Series C preferred stock designation was amended to reduce its beneficial ownership limit from 19.99% to 4.99%, further constraining how much any holder can own through conversion.

Avalon GloboCare Corp. filed a current report describing a planned product launch. The company announced that it intends to begin selling its KetoAir™ breathalyzer device in the United Kingdom starting on September 1, 2025. This step represents an international rollout of the KetoAir™ product beyond existing markets. The announcement was made through a press release that is included as an exhibit and is referenced for further details on the planned UK introduction.

Avalon GloboCare Corp. issued 221,000 shares of unregistered common stock to a noteholder upon partial conversions of an outstanding promissory note between July 30, 2025 and August 6, 2025. After these issuances the company reported 3,690,109 shares outstanding as of August 6, 2025. The filing states the shares were not registered under the Securities Act and were offered in reliance on the Section 4(a)(2) exemption.

The disclosure provides the exact share amount and updated share count but contains no details on the promissory note balance converted, the conversion price, or any cash impacts. The information is factual and narrow in scope, limited to the share issuance and the registration exemption relied upon.

Avalon GloboCare Corp. (Nasdaq: ALBT) filed a Form 8-K dated 28 Jul 2025 to disclose that its wholly-owned subsidiary, Q&A Distribution, LLC, has entered a distribution agreement with Saga Health Corporation for the KetoAir™ breathalyzer device. The filing is made under Item 7.01 (Reg FD) and includes the related press release as Exhibit 99.1.

No financial terms, volume commitments or revenue projections were provided. Management expressly states the information is furnished, not filed, thereby avoiding automatic incorporation into other SEC documents. While the agreement could broaden ALBT’s presence in the metabolic health diagnostics market, investors have insufficient data to quantify potential sales or profitability impact. No other material events, financial statements, or pro-forma data accompany this report.

Avalon GloboCare (Nasdaq: ALBT) filed an 8-K disclosing a definitive agreement dated June 23 2025 with subsidiary Q&A Distribution and Qi Diagnostics to co-develop a volatile-organic-compound breathalyzer for THC screening.

The four-stage project requires Q&A to fund up to $975,000 in milestone payments: $95k (stage 1), $180k (stage 2), $300k (stage 3) and $400k (stage 4).

In return, Q&A earns a passive financial interest in the resulting intellectual property, escalating from 6% after milestone 1 to 50% if all milestones are met; Qi Diagnostics retains operational control of the IP.

Either party may terminate on 30-days notice, but vested IP interests survive. No revenue projections, regulatory approvals or guidance were provided. Exhibits 10.1 and 99.1 contain the full agreement and press release.