{"url_path":"/sec/albt/8-k/2026-06-04/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1630212/0001213900-26-065318-index.html","accession_number":"0001213900-26-065318","cik":"0001630212","ticker":"ALBT","issuer_name":"Change Agents Corporation.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630212/0001213900-26-065318-index.html","primary_entity_key":"0001630212","primary_entity_name":"Avalon GloboCare Corp."},"word_count":1667,"has_tables":true,"body_markdown":"**Item 5.02 Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn June 3, 2026, the board of directors of Avalon\nGloboCare Corp. (the “Company”) appointed Luisa Ingargiola as the Company’s Chief Strategy Officer, and Sam Knipper\nas the Company’s Chief Financial Officer, in each case, effective June 3, 2026 (the “Effective Date”). Ms. Ingargiola\ncurrently serves as the Company’s Chief Financial Officer and will continue to serve in such capacity until the Effective Date.\nMr. Knipper will serve as the Company’s principal financial and accounting officer effective as of the Effective Date.\n\n \n\nMs. Ingargiola, age 58, has served as the Company’s\nChief Financial Officer since February 2017. Ms. Ingargiola’s biographical information is in the Company’s definitive proxy\nstatement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026, which is incorporated herein by reference.\n\n \n\n-1-\n\n \n\n \n\nMr. Knipper, age 31, has served as the Company’s Chief Financial\nOfficer since June 3, 2026. Since October 2023, Mr. Knipper has served as an SEC Reporting Manager at Brio Financial Group, where he provides\noutsourced CFO and financial reporting services to both public and private companies, including for an AI company since October 2024.\nIn this role, he advises several Special Purpose Acquisition Companies (SPACs) on SEC compliance and reporting matters, overseeing the\npreparation of registration statements, quarterly and annual reports, and other public company filings. From July 2021 through October\n2023, Mr. Knipper was a Senior Associate at Calabrese Consulting, where he provided outsourced CFO services to SPACs and emerging companies.\nHe managed financial reporting processes, maintained accounting records, coordinated with auditors and legal counsel, and supported clients\nthrough quarterly and annual reporting cycles. From November 2020 through May 2021, Mr. Knipper served as an SEC Reporting Associate at\nCantor Fitzgerald, where he was responsible for preparing and analyzing financial statements and supporting the company's annual and quarterly\nreporting processes and from October 2017 through November 2020, Mr. Knipper worked at KPMG, most recently in the role of Senior Audit\nAssociate and led audit engagements for both public and private companies in the banking, capital markets, and automotive leasing sectors.\nMr. Knipper holds a Bachelor of Science in Business Administration and Accounting and a Master of Accountancy from Rider University.\n\n \n\nThere\nis no arrangement or understanding between Mr. Knipper and any other person, other than the Company’s directors or officers acting\nsolely in their capacity as such, pursuant to which he was selected as an officer or director of the Company. Mr. Knipper is not related\nby blood, marriage or adoption to any director, executive officer or person nominated or chosen by the Company to become a director or\nexecutive officer. The Company is not aware of any transaction, or currently proposed transaction, in which the Company was or is to be\na participant and in which Mr. Knipper or any member of his immediate family, had or will have a direct or indirect material interest\nthat would be required to be reported under Item 404(a) of Regulation S-K.\n\n \n\nIn connection with her appointment as the Company’s\nChief Strategy Officer, the Company entered into an Executive Retention Agreement with Ms. Ingargiola on 3, 2026. The following is a\nbrief description of certain terms of that agreement:\n\n \n\nMs. Ingargiola will receive an annual base salary\nof $230,000, subject to periodic review and adjustment by the Company’s board of directors or compensation committee.\n\n \n\nShe will be eligible (a) for an annual performance\nbonus of up to 100% of her base salary, as well as discretionary bonuses as determined by the Company’s board of directors or compensation\ncommittee, (b) to receive a one-time special bonus equal to 100% of her base salary upon approval by the Company’s stockholders\nof the issuance of shares of the Company’s common stock upon conversion of the Company’s Series E Preferred Stock issued\nin connection with the acquisition of RPM Interactive, Inc. that was completed in December 2025, and (c) to receive a one-time bonus\nequal to 100% of her base salary upon the consummation of a change of control of the Company.\n\n \n\nUpon stockholder approval of the Avalon GloboCare\nCorp. 2026 Stock Incentive Plan (the “2026 Plan”), Ms. Ingargiola will be granted (i) a stock option to purchase 500,000\nshares of the Company’s common stock, fully vested upon grant (the “Initial Grant”), and (ii) a stock option to purchase\n250,000 shares of the Company’s common stock, vesting monthly in equal installments over 12 months, subject to continued employment\n(the “Second Grant”). Both grants will have an exercise price equal to the closing price of the Company’s common stock\non the date of grant, a five-year term, and will be exercisable during such term regardless of whether Ms. Ingargiola is employed by\nthe Company at the time of exercise. In the event the Company’s stockholders do not approve the 2026 Plan (or another equity incentive\nplan) within 12 months of the Effective Date, the Initial Grant will be made under the Avalon GloboCare Corp. 2020 Stock Incentive Plan,\nand, in lieu of the Second Grant, Ms. Ingargiola will be paid an amount in cash to be mutually agreed upon by her and the Company.\n\n \n\nIn the event her employment with the Company\nterminates for any reason, including death or disability, Ms. Ingargiola will be entitled to be paid all salary and accrued vacation\nearned through the date of termination and a lump sum payment of any actual bonus to the extent that all the conditions for payment of\nsuch bonus were satisfied and any such bonus was earned and is unpaid on the date of termination.\n\n \n\nIf the event of a Termination Upon Change of\nControl (as described below), Ms. Ingargiola will also be entitled to: (a) a cash severance payment equal to 12 months of her base salary,\npayable in installments; (b) a lump sum payment equal to 100% of any earned but unpaid bonus for the prior year and a pro-rated target\nbonus for the year of termination; (c) full acceleration of vesting and exercisability of all outstanding equity awards, with the exercise\nperiod for stock options extended through the end of the applicable option term; (d) company-paid COBRA health insurance coverage for\n12 months; and (e) continued indemnification and D&O insurance coverage for not less than 24 months following termination. In the\nevent her employment is terminated by the Company without cause or if she resigns for good reason, Ms. Ingargiola will be entitled to\nthe same benefits described above except the termination of employment or resignation must occur after the expiration of three months\nafter the Effective Date and the company-paid COBRA health insurance coverage will be provided only if the termination of employment\nor resignation occurs after the expiration of six months after the Effective Date. A Termination Upon Change of Control is generally\ndefined as either (i) the termination of the executive’s employment by the Company without cause during the period commencing on\nor after the date that the Company first publicly announces a definitive agreement that results in a change of control of the Company\n(even though still subject to approval by the Company’s stockholders and other conditions and contingencies, but provided that\nthe change of control actually occurs) and ending on the date which is 12 months following the change of control, or (ii) the resignation\nby the executive for good reason where (y) such good reason occurs during the period commencing on or after the date that the Company\nfirst publicly announces a definitive agreement that results in a change of control (even though still subject to approval by the Company’s\nstockholders and other conditions and contingencies, but provided that the change of control actually occurs) and ending on the date\nwhich is 12 months following the change of control, and (z) such resignation occurs at or after such change of control and in any event\nwithin six months following the occurrence of such good reason. The severance payments and benefits are conditioned on Ms. Ingargiola\nexecuting and delivering a release of claims in favor of the Company.\n\n \n\n-2-\n\n \n\n \n\nAll compensation paid or payable to Ms. Ingargiola\nunder her Executive Retention Agreement will be subject to any clawback, recoupment or similar policy that the Company may adopt from\ntime to time.\n\n \n\nThe foregoing description of the Executive Retention\nAgreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of\nwhich is filed as an exhibit to this report and is incorporated herein by reference. In connection with the Executive Retention Agreement,\nMs. Ingargiola entered into the Company’s standard form of indemnification agreement, a copy of which is filed as an exhibit to\nthis report and is incorporated herein by reference.\n\n \n\nIn connection with Mr. Knipper’s appointment\nas the Company’s Chief Financial Officer, the Company entered into an agreement with Brio Financial Group (“Brio”)\nand a consulting agreement with Mr. Knipper. Mr. Knipper is employed by Brio and he will serve as the Company’s Chief Financial\nOfficer for so long as the agreement between the Company and Brio is in effect. The Company may terminate that agreement at any time.\nThe Company will pay Brio a fixed monthly payment of $10,000. Brio will compensate Mr. Knipper for the services he provides to the Company.\n\n \n\nNeither Ms. Ingargiola nor Mr. Knipper has a\nfamily relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between\neither Ms. Ingargiola or Mr. Knipper and any other persons pursuant to which they were selected as an officer of the Company except as\ndescribed in the paragraph above with respect to Mr. Knipper. There are no current or proposed related party transactions between Ms.\nIngargiola or Mr. Knipper, on the one hand, and the Company, on the other, or any transactions involving a member of either of their\nimmediate families, that would require disclosure under Item 404(a) of Regulation S-K."}