{"url_path":"/sec/albt/8-k/2026-07-02/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws;","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":704,"has_tables":true,"body_markdown":"** **\n\n**Item 5.03 - Amendments to Articles of Incorporation or Bylaws;\nChange in Fiscal Year.**\n\n \n\nOn July 2, 2026, the\nCompany filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Series\nF Certificate of Designations”) with the Secretary of State of the State of Delaware, designating 5,000 shares of the Company's\nauthorized preferred stock as Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock\").\nOf the 5,000 authorized shares, 400 shares were issued as of the original issue date. The material terms of the Series F Preferred Stock\nare summarized below.\n\n \n\n*Stated Value and Ranking.*\nEach share of Series F Preferred Stock has a stated value of $1,000.00. The Series F Preferred Stock ranks (i) senior to the Company's\ncommon stock and any other class or series of capital stock hereafter created that by its terms ranks junior to the Series F Preferred\nStock, and (ii) junior to any other class or series of capital stock of the Company.\n\n \n\n2\n\n \n\n \n\n*Dividends.* No\ndividends are payable on the Series F Preferred Stock, except for stock dividends or distributions for which adjustments are made to the\nconversion price.\n\n \n\n*Voting Rights.*\nHolders of Series F Preferred Stock have no voting power except as otherwise required by the Delaware General Corporation Law. However,\nfor so long as any shares of Series F Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders\nof a majority of the then outstanding shares of Series F Preferred Stock, voting as a separate class, (a) alter or change adversely the\npowers, preferences or rights of the Series F Preferred Stock, (b) increase the number of authorized shares of Series F Preferred Stock,\nor (c) enter into any agreement with respect to any of the foregoing.\n\n \n\n*Liquidation Preference.*\nUpon any liquidation, dissolution or winding-up of the Company, holders of Series F Preferred Stock are entitled to receive, prior to\nany distribution to holders of common stock, an amount equal to 100% of the stated value per share.\n\n \n\n*Conversion Rights.*Each share of Series F Preferred Stock is convertible, at the option of the holder, at any time after the Shareholder Approval is\nobtained, into shares of common stock at a conversion price of $0.50 per share, subject to adjustment. No fractional shares of common\nstock will be issued upon conversion; in lieu thereof, the Company will pay cash or round up to the next whole share, at the Company's\noption. The conversion of the Series F Preferred Stock is subject to a beneficial ownership limitation of 4.99% of the outstanding shares\nof common stock. The Company is not required to issue any shares of common stock upon conversion of the Series F Preferred Stock until\nthe Shareholder Approval is obtained.\n\n \n\n*Anti-Dilution Adjustments*.\nThe conversion price is subject to proportional adjustment in the event of stock dividends, stock splits, reverse stock splits, combinations,\nreclassifications and similar events. In the event of any recapitalization, reorganization, consolidation, merger or sale of all or substantially\nall of the Company's assets, holders of Series F Preferred Stock will be entitled to receive, upon conversion, the same kind and amount\nof stock, securities or other assets or property that holders of common stock would receive in connection with such transaction.\n\n \n\n*Mandatory Redemption*.\nThe Company is required to redeem 25% of the then outstanding shares of Series F Preferred Stock on each of October 1, 2026, November\n1, 2026, December 1, 2026 and January 1, 2027, at a redemption price per share equal to 125% of the stated value. A holder may elect to\nconvert shares subject to mandatory redemption into shares of common stock at any time prior to the applicable mandatory redemption date,\nand any shares so converted will reduce the number of shares subject to redemption on such date on a share-for-share basis.\n\n \n\nThe foregoing description of the Series F Certificate of Designations\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Series F Certificate of Designations,\na copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.** **"}