Avalon Globocare Corp

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit the Company to issue shares of common stock upon conversion of two July 3, 2025 convertible promissory notes that currently carry a conversion price of $1.00 per share and include conversion caps limiting aggregate issuance to 19.99% of outstanding shares until stockholder approval is obtained. Management is seeking approval because Nasdaq rules require shareholder authorization for issuances equal to 20% or more of outstanding shares or voting power, and without approval the holders’ ability to convert is restricted, potentially forcing the Company to repay notes in cash. The Company indicates the notes each have $100,000 principal, a one-time $30,000 interest charge, and nine-month maturities, and emphasizes conversion limitations and beneficial ownership caps that currently constrain financing flexibility. Management frames failure to obtain approval as potentially jeopardizing future financing prospects and increasing administrative expense if a subsequent meeting is required or if cash repayment becomes necessary. The Board recommends approval to remove the 19.99% aggregate cap, enabling conversions to proceed as structured and aligning the Company with Nasdaq listing requirements. The proposal implicates dilution risk to existing shareholders and potential downward pressure on the share price, which the filing acknowledges. From a governance perspective, the request appears routine for companies issuing convertible securities but bears investor considerations around the conversion price ($1.00) relative to market levels, the unusually large one-time interest charge, and the mechanics of conversion and beneficial ownership caps. Approving the proposal primarily mitigates operational and compliance risks for the Company and preserves its ability to settle debt via equity rather than cash, while increasing potential dilution exposure for current holders.

This proposal asks shareholders to approve, pursuant to Nasdaq Listing Rule 5635(d), the potential issuance of common shares upon conversion of an unsecured bridge note issued December 11, 2025 and the issuance of 100,000 Commitment Shares paid as a commitment fee to the holder. The December 2025 Note was issued to accredited investor Allen O Cage Jr.; it carries an original issue discount, matures April 15, 2026, and permits conversion after an Event of Default at a conversion price tied to 50% of the five-day VWAP prior to conversion (subject to a floor equal to 80% of the Nasdaq Minimum Price), which creates significant potential for low-price equity issuance in stressed circumstances. Conversion is subject to beneficial ownership and aggregate issuance limits (19.99%) unless stockholder approval is obtained; the commitment shares also require approval. Management frames approval as necessary to comply with Nasdaq rules to allow conversion and fee issuance without operational constraints, warning that disapproval could require cash payments or hamper future financings. The Board emphasizes that approval preserves financing flexibility and prevents increases in G&A from re-soliciting approval, while the filing discloses dilution risk and the risk that conversion mechanics (VWAP-based 50% price) could produce issuances at deeply discounted prices. From an investor-analysis perspective, the conversion formula and below-market potential are notable governance and valuation risks, increasing downside dilution if defaults occur. The Company’s recommendation to approve is consistent with seeking to avoid immediate cash obligations and to maintain access to capital, but investors should weigh the asymmetric conversion terms and commitment-share transfer against the Company’s near-term liquidity needs.

This proposal requests shareholder approval to permit conversion of issued Series C Convertible Preferred Stock into common stock in accordance with the Certificate of Designation; the Series C has a stated value of $1,000 per share and a defined conversion price of $2.41 per share (subject to adjustment), producing substantial common share issuance upon conversion. Management seeks approval to comply with Nasdaq Listing Rule 5635(d) because issuances upon conversion could exceed Nasdaq’s 20% threshold and are consequently prohibited without stockholder authorization. The Series C terms include beneficial ownership limits and conversion mechanics that can limit immediate concentration but still permit significant dilution over time; the filing notes conversion may be delayed until shareholder approval or the one-year anniversary of issuance, whichever is later. Management frames approval as necessary to avoid operational constraints that would prevent conversion and to ensure the Company can honor the contractual rights of preferred holders, while cautioning that full conversion could materially dilute existing common holders and depress market price. From a governance and investor-protection standpoint, the Series C’s preferential rights and anti-dilution adjustments warrant scrutiny, particularly given the stated conversion price relative to recent market levels and the potential for downward adjustments. The Board recommends approval to comply with Nasdaq and to preserve capital structure flexibility; investors should balance this against dilution risk and any concentration among preferred holders disclosed in the filing.

This proposal asks shareholders to approve the closing of an Exchange Agreement under which the Company will exchange 5,000 shares of Series D Preferred Stock held by Chairman Wenzhao Lu for 2,074,689 shares of common stock, a transaction that would exceed Nasdaq’s 20% issuance threshold and could also constitute equity compensation to a related party, triggering Rule 5635(c). Management emphasizes Nasdaq compliance as the primary reason for seeking approval, noting that without stockholder authorization the Company cannot issue the Exchange Securities contemplated by the agreement. The filing discloses that the exchange will result in significant dilution and will increase the Chairman’s post-transaction ownership to 2,313,617 common shares, raising related-party governance considerations. The Board recommends approval on the basis that the exchange supports the Company’s capital structure objectives and is intended to satisfy obligations under the Exchange Agreement, while also allowing the Company to eliminate the preferred instrument and issue common shares. For investors evaluating the merits, key considerations include valuation (implied conversion value per preferred share), potential conflicts of interest given the recipient is the Chairman, and the corporate governance steps taken (e.g., disclosures, independent director recommendations) to mitigate conflicts. The Company frames the vote as necessary both to comply with Nasdaq and to enable an internally negotiated reclassification of securities; shareholders should weigh the strategic rationale and alignment of interests against the dilution and governance optics of a director receiving a large equity grant.

This proposal requests shareholder approval under Nasdaq Listing Rule 5636(c) to issue 450,000 restricted shares to a consultant as consideration for advisory services (including assistance with integrating RPM INTERACTIVE, INC.) under a consulting agreement originally dated December 1, 2025 and amended February 16, 2026. Management indicates that Nasdaq rules require stockholder approval for equity compensation arrangements to consultants and that without approval the Company cannot issue the agreed shares, potentially necessitating cash payment or renegotiation. The filing frames approval as necessary to preserve the contractual relationship and to conserve cash by settling compensation in equity; it describes the shares as restricted, subject to stockholder approval per Nasdaq rules. Investors should consider dilution from 450,000 new restricted shares, the vesting/earn-out mechanics (if any), the Advisor’s role and alignment with company strategy, and whether the issuance price or terms provide appropriate market-aligned consideration for services rendered. The Board unanimously recommends approval as a means to complete the consulting arrangement and effect the compensatory issuance in compliance with Nasdaq requirements. From a governance standpoint, the absence of any director or officer interest in this proposal reduces related-party concerns, but the strategic value delivered by the Advisor should be weighed against dilution and potential overhang.

This proposal asks shareholders to authorize the Board to amend the Certificate of Incorporation to effect, at the Board’s discretion, a reverse stock split of outstanding common shares at a ratio between 1-for-2 and 1-for-25, with the precise ratio and timing determined by the Board and effective no later than March 30, 2028. Management’s stated rationale is to increase the per-share bid price, primarily to avoid potential Nasdaq delisting for failure to meet the $1.00 minimum bid-price requirement, and to make the stock more attractive to institutional and retail investors by reducing the share count and raising the share price. The filing notes while the Company is currently compliant, the reverse split is a precautionary measure to protect against future noncompliance and the associated liquidity and reputational harms of delisting. The Board emphasizes that the reverse split would not change the number of authorized shares and could increase authorized unissued shares available for future issuance, which may have secondary anti-takeover effects and create additional dilution risk if those shares are issued. The Company discloses potential adverse effects: no guarantee the split will achieve the intended price increase, the market cap may decline, liquidity could be impaired for odd-lot holders, and proportional voting power is preserved except for fractional-share rounding procedures. From an investor-analytic perspective, the reverse split is a common tactical tool to address minimum-price requirements, but it does not address underlying business fundamentals; approval gives the Board a discretionary tool that could prevent delisting but also could increase authorized-but-unissued shares and thus strategic flexibility for management that requires investor scrutiny. The Board recommends approval to preserve the Company’s listing and to retain optionality should market conditions warrant action.

This procedural proposal authorizes the Company to adjourn the special meeting, if the Board determines it is necessary or advisable, to solicit additional proxies in favor of any proposals that lack sufficient votes for approval. Management seeks this authority to provide flexibility to continue proxy solicitation without having to reconvene a new meeting, thereby saving time and expense and increasing the likelihood of obtaining the required affirmative votes. The filing explains the mechanics of adjournment, notice obligations, and the Board’s discretion to announce adjournment particulars at the meeting or via the meeting platform, with additional procedural safeguards if adjournment exceeds 30 days. The Board recommends approval because adjournment authority is a standard corporate governance tool to ensure that matters requiring stockholder approval can be resolved efficiently when initial vote tallies are insufficient. From an investor perspective, approval poses limited substantive governance risk because adjournment itself does not change the proposals’ substance, but it does enable additional outreach that could affect outcomes; investors may wish to consider how management plans to use any extra solicitation period. The proposal will be considered routine for broker discretionary voting purposes, reducing the risk that broker non-votes will prevent adjournment. Overall, the proposal is primarily administrative and is intended to facilitate efficient completion of the Company’s requested corporate actions.