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 | |
2
Exhibit 10.1
WAIVER
This waiver (“Waiver”) with respect to the senior secured promissory note, dated June 5, 2024 (the “Note”), is entered into as of July 28, 2025 (the “Execution Date”), by and between Avalon GloboCare Corp., a Delaware corporation (the “Company”) and Mast Hill Fund, L.P., a Delaware limited partnership (“Holder”). The Company and the Holder entered into the Note pursuant to a securities purchase agreement dated June 5, 2024 (the “Agreement”). Each of the Company and Holder is a “Party” to this Waiver and the Company and the Holder, collectively, the “Parties” hereto. The Parties hereto hereby agree as follows:
| 1. | The Maturity Date (as defined in the Note) of the Note shall be extended to August 31, 2025, effective as of June 5, 2025. |
| 2. | Except as set forth above, all of the terms, conditions and provisions of the Note and Agreement shall be and remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Note. |
IN WITNESS WHEREOF, the Parties hereto have caused this Waiver to be executed on the Execution Date.
COMPANY:
AVALON GLOBOCARE CORP.
| By: | /s/ Luisa Ingargiola | ||
| Name: | LUISA INGARGIOLA | ||
| Title: | CHIEF FINANCIAL OFFICER | ||
HOLDER:
MAST HILL FUND, L.P.
| By: | /s/ Patrick Hassani | ||
| Name: | PATRICK HASSANI | ||
| Title: | CHIEF INVESTMENT OFFICER | ||