Avalon Globocare Corp

This management proposal requests shareholder approval of a new 2026 Stock Incentive Plan that would replace the Amended and Restated 2020 Plan and provide an initial share reserve of 2,000,000 shares plus an annual 'evergreen' increase equal to up to 5% of outstanding shares (subject to Board discretion). Management argues the plan is necessary to attract, retain and motivate employees, officers, directors and consultants by granting options, restricted stock, RSUs, SARs, performance awards and cash-based incentives. The plan permits broad discretion to the Compensation Committee to set recipients, award types, exercise prices, vesting schedules, repricing and substitutions (with participant consent) and contains customary anti-dilution adjustments, change-in-control provisions and transfer restrictions. The plan also contains limits on awards to non-employee directors, a ten-year term, and compliance provisions intended to preserve ISO treatment where applicable. Board recommends 'FOR' on the grounds that equity awards align management and stockholder interests and support recruiting and retention; failure to approve would limit the company’s ability to grant new awards under the successor plan and could impede compensation flexibility. Approving the plan increases authorized shares available for issuance, which will dilute existing holders; the plan’s evergreen provision could substantially increase dilution over time if exercised and regularly refreshed. Nasdaq and tax considerations are discussed in the filing; the Compensation Committee retains significant discretion in grant timing and terms, which may limit shareholder control over future dilution and grant practices. Sophisticated investors will weigh the benefits of executive and employee incentives against potential dilution, governance guardrails (e.g., director limits, committee administration) and the company’s recent capitalization and related-party transactions when assessing the proposal.

This advisory 'say-on-pay' proposal asks shareholders to approve the Company’s disclosed 2025 executive compensation for named executive officers. Management frames its program as designed to attract, retain and motivate executives, aligning pay with annual and long-term objectives; the proposal is non-binding and will not mandate changes, but the Compensation Committee and Board state they will consider the shareholder vote when making future compensation decisions. The Company discloses fixed cash compensation as the primary component of pay and limited variable pay in 2025, noting a discretionary cash bonus to the CFO and no salary for the former CEO in 2025; the pay-versus-performance disclosure highlights limited linkage between TSR or net loss and compensation actually paid. A 'FOR' vote signals shareholder support for the Board’s compensation decisions; a 'AGAINST' or significant opposing vote could trigger engagement and potential adjustments to incentive design, disclosure, or governance practices. Investors should evaluate the degree to which disclosed pay aligns with performance metrics, the balance of cash versus equity incentives, severance/change-in-control protections, and recent related-party and governance matters disclosed elsewhere in the proxy. Given the advisory nature, the Board retains discretion to maintain its compensation approach but has committed to consider the results when setting future compensation.

This management proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the issuance and future issuance upon exercise of Series A-1 and A-2 warrants and Placement Agent Warrants that were issued as part of a February 27, 2026 private placement. The company structured the private placement as 'at-the-market' under Nasdaq rules and therefore issued warrants that are not exercisable until shareholder approval is obtained to avoid pricing below Nasdaq's minimum-price tests. Approval would permit holders to exercise warrants (potentially generating up to ~$6.5 million from the Series warrants plus ~$203k from placement agent warrants at stated exercise prices) and allow the Company to access those proceeds; failure to approve would prevent exercise, depriving the company of projected capital and potentially forcing repeated 90-day approval solicitations as required by the Purchase Agreements, with attendant costs. The Board argues approval is in the company’s and stockholders’ interests to realize the economic benefits of the Private Placement; opponents will point to dilution—full exercise would add approximately 13.06 million shares—and potential downward pressure on stock price from future share sales. Key governance considerations include the beneficial ownership blockers (4.99%/9.99% limits), exercise terms (cash or cashless), anti-dilution and fundamental-transaction protections in the warrants, and the Placement Agent’s compensation structure. Investors should evaluate the diluted capitalization impact, timing/likelihood of exercise, the company’s near-term capital needs, the precedent set for similar financings, and whether the warrants’ terms and the company’s use of proceeds justify the dilution risk.

This management proposal requests shareholder approval to give the Board authority to effect, at its discretion, a reverse stock split of outstanding common shares at a ratio selectable by the Board between 1-for-2 and 1-for-25, effective if and when the Board elects to implement it (but no later than June 9, 2027). Management frames the proposal as a remedial measure to address Nasdaq's minimum $1.00 bid price requirement and to avoid potential delisting following notice of non-compliance; the Board argues a reverse split can immediately raise the per-share market price, improving compliance prospects and potentially attracting institutional investors or improving liquidity. The filing discloses the trade-offs: while a split may raise price per share, it does not change market capitalization and may reduce liquidity, create odd-lot holdings, and increase authorized-but-unissued shares available for future issuance which could have anti-takeover effects. The proposal grants broad discretion to the Board to select the final ratio within the 1:2 to 1:25 range and whether and when to effect it, and allows the Board to abandon the split even after approval, which limits shareholder control over implementation. Investors should evaluate the company’s current trading metrics, the probability that the selected ratio will restore Nasdaq compliance, the dilution dynamics of increased authorized unissued shares, and the potential impact of reduced shares outstanding on trading behavior and option/warrant adjustments. Given these factors, the Board recommends a 'FOR' vote to preserve flexibility to address Nasdaq compliance risk, but shareholders should weigh potential liquidity and governance consequences before approval.