{"url_path":"/sec/albt/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1630212/0001213900-26-075090-index.html","accession_number":"0001213900-26-075090","cik":"0001630212","ticker":"ALBT","issuer_name":"Change Agents Corporation.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630212/0001213900-26-075090-index.html","primary_entity_key":"0001630212","primary_entity_name":"Avalon GloboCare Corp."},"word_count":415,"has_tables":true,"body_markdown":"**Item 1.01 - Entry into a Material Definitive\nAgreement.**\n\n \n\nOn June 30, 2026, Avalon GloboCare Corp., a Delaware corporation (the\n“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Allen O. Cage Jr., an\nindividual accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (i)\n400 shares of the Company's Series F Convertible Preferred Stock, par value $0.0001 per share (the \"Series F Preferred Stock\"),\nhaving a stated value of $1,000.00 per share, and (ii) 200,000 shares of the Company's common stock, par value $0.0001 per share (the\n\"Commitment Shares\"), as additional consideration for the Investor's purchase of the Series F Preferred Stock, for an aggregate\npurchase price of $400,000.00. The Series F Preferred Stock is convertible into shares of the Company's common stock at a conversion price\nof $0.50 per share. The transactions contemplated by the Purchase Agreements closed on July 2, 2026.\n\n \n\nThe Series F Preferred\nStock is subject to mandatory redemption of 25% of the then outstanding shares on each of October 1, 2026, November 1, 2026, December\n1, 2026 and January 1, 2027, at a redemption price per share equal to 125% of the stated value; provided that a holder may elect to convert\nshares subject to mandatory redemption into common stock in accordance with the terms of the Series F Certificate of Designations (as\ndefined below) at any time prior to the applicable mandatory redemption date. The conversion of the Series F Preferred Stock is subject\nto a beneficial ownership limitation of 4.99% of the outstanding shares of common stock. The Series F Preferred Stock ranks senior to\nthe Company's common stock and junior to any other class or series of capital stock of the Company with respect to liquidation preference.\n\n \n\nThe Purchase Agreement\ncontains customary representations, warranties and covenants of the Company and the Investor. The closing of the transactions contemplated\nin the Purchase Agreement is expected to occur on July 2, 2026.\n\n \n\nThe securities were offered\nand sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule\n506(b) promulgated thereunder.\n\n \n\nThe foregoing description of the terms of the Purchase Agreement, and\nthe transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the copy of the\nSecurities Purchase Agreement, filed hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.\n\n \n\n1"}