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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 28, 2025
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 Number) |
4400 Route 9 South, Suite 3100, Freehold,
NJ 07728
(Address of principal executive offices)
(732) 780-4400
(Registrant’s telephone number, including
area code)
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.)
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
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, 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) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01. Entry into a Material Definitive Agreement.
On July 28, 2025, Avalon
GloboCare Corp., a Delaware corporation (the “Company”), entered into a waiver (the “Waiver”) with Mast Hill Fund,
L.P. (the “Investor”), with respect to that certain senior secured promissory note originally
issued by the Company to Investor on June 5, 2024 (the “Note”). The Waiver provides for an extension of the maturity
date of the Note to August 31, 2025. The foregoing description of the terms of the Waiver and the transactions contemplated thereby, does
not purport to be complete and is qualified in its entirety by reference to the copy of the Waiver filed hereto as Exhibit 10.1 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 |
| 10.1 |
|
Waiver by and between the Company and Investor, dated as of July 28, 2025 |
| 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 29, 2025 |
By: |
/s/ Luisa Ingargiola |
| |
Name: |
Luisa Ingargiola |
| |
Title: |
Chief Financial Officer |
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