Avalon GloboCare Corp.

false 0001630212 0001630212 2026-06-01 2026-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): June 1, 2026 AVALON GLOBOCARE CORP. (Exact name of registrant as specified in its charter) Delaware 001-38728 47-1685128 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification 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) 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: ☐ 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 Stock Market LLC 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 June 1, 2026 (the “Dune Issue Date”), Avalon Globocare Corp. (the “Company”) issued promissory note to Dune Equity Holdings LLC (“Dune”) in the principal amount of $250,000 (inclusive of a $50,000 original issuance discount) (the “Dune Note”) for gross proceeds of $200,000. The Company intends to use the net proceeds of the Dune Note for working capital and general corporate purposes. The Dune Note matures on December 1, 20256 and has a one-time interest charge equal to 18.75% of the principal amount, or $46,875,000, payable in cash. Any principal or accrued but unpaid interest on the Dune Note which is not paid when due shall accrue interest at a rate of 10% per annum (the “Default Interest”). The principal amount of the Dune Note together with accrued but unpaid interest shall be paid as follows: (i) $62,500 shall be paid on each of September 1, 2026, October 1, 2026 and November 1, 2026 and (ii) the total remaining balance of the Dune Note shall be paid on December 1, 2026. The Company granted Dune a “most-favored nations” provision with respect to the issuance of any debt that is not convertible into common stock of the Company (or amends any non-convertible debt that was issued before the Issue Date). In addition, the Company agreed to use 25% of the net proceeds from an issuance of equity or debt or sale of assets to repay amounts outstanding under the Dune Note. In connection with the issuance of the Dune Note, on June 1, 2026 the Company entered into a side letter (the “Sde Letter”) with Dune under which it granted Hudson Global Ventures, LLC., a three day right of first refusal on any Equity Line of Credit transaction for a 18-month period following execution of the Side Letter.. On June 2, 2026 (the “FirstFire Issue Date”), the Company issued promissory note to FirstFire Global Opportunities Fund, LLC (“FirstFire”) in the principal amount of $250,000 (inclusive of a $50,000 original issuance discount) (the “FirstFire Note”) for gross proceeds of $200,000 on the same terms and conditions of the Dune Note described above. The Company intends to use the net proceeds of the FirstFire Note for working capital and general corporate purposes. The foregoing description of the Dune Note and the FirstFire Note are not complete and are qualified in their entirety by reference to the full text of the form of Note, a copy of which is filed as Exhibit 10.1, to this report and is incorporated by reference herein. The foregoing description of the Side Letter is not complete and are qualified in their entirety by reference to the full text of the Side Letter, a copy of which is filed as Exhibit 10.2, to this report and is incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 relating to the issuance of the Note is incorporated by reference into this Item 2.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 3, 2026, the board of directors of Avalon GloboCare Corp. (the “Company”) appointed Luisa Ingargiola as the Company’s Chief Strategy Officer, and Sam Knipper as the Company’s Chief Financial Officer, in each case, effective June 3, 2026 (the “Effective Date”). Ms. Ingargiola currently serves as the Company’s Chief Financial Officer and will continue to serve in such capacity until the Effective Date. Mr. Knipper will serve as the Company’s principal financial and accounting officer effective as of the Effective Date. Ms. Ingargiola, age 58, has served as the Company’s Chief Financial Officer since February 2017. Ms. Ingargiola’s biographical information is in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026, which is incorporated herein by reference. - 1 - Mr. Knipper, age 31, has served as the Company’s Chief Financial Officer since June 3, 2026. Since October 2023, Mr. Knipper has served as an SEC Reporting Manager at Brio Financial Group, where he provides outsourced CFO and financial reporting services to both public and private companies, including for an AI company since October 2024. In this role, he advises several Special Purpose Acquisition Companies (SPACs) on SEC compliance and reporting matters, overseeing the preparation of registration statements, quarterly and annual reports, and other public company filings. From July 2021 through October 2023, Mr. Knipper was a Senior Associate at Calabrese Consulting, where he provided outsourced CFO services to SPACs and emerging companies. He managed financial reporting processes, maintained accounting records, coordinated with auditors and legal counsel, and supported clients through quarterly and annual reporting cycles. From November 2020 through May 2021, Mr. Knipper served as an SEC Reporting Associate at Cantor Fitzgerald, where he was responsible for preparing and analyzing financial statements and supporting the company's annual and quarterly reporting processes and from October 2017 through November 2020, Mr. Knipper worked at KPMG, most recently in the role of Senior Audit Associate and led audit engagements for both public and private companies in the banking, capital markets, and automotive leasing sectors. Mr. Knipper holds a Bachelor of Science in Business Administration and Accounting and a Master of Accountancy from Rider University. There is no arrangement or understanding between Mr. Knipper and any other person, other than the Company’s directors or officers acting solely in their capacity as such, pursuant to which he was selected as an officer or director of the Company. Mr. Knipper is not related by blood, marriage or adoption to any director, executive of