Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Mortgage and Security Agreement

On March 27, 2024, Avalon Globocare Corp. (the "Company") entered into a Mortgage and Security Agreement (the "Mast Hill Mortgage") with Mast Hill Fund L.P. ("Mast Hill") to secure the payment performance and obligation under certain follow-up financing agreements described below. The Company is indebted to Mast Hill in the combined principal sum of $2,200,000.00 dollars.

In March 2024, the Company entered into follow-up financing agreements with Mast Hill, which included the issuance of 13% senior secured promissory notes totaling $700,000.00 convertible into common stock, par value $0.0001 per share, as well as the issuance of up to 105,000 shares of common stock as a commitment fee, and warrants for the purchase of up to 131,250 shares of Common Stock at an initial price per share of $2.00, and common share purchase warrants for the purchase of up to 121,154 shares of Common Stock at an initial price per share of $1.30, with a total purchase price of $665,000.00 (the "2024 Financing Agreements"). These agreements were made under the same terms and conditions of the prior rounds of convertible note financing in October 2023 and May 2023, as described in the current report on Form 8-K filed on October 13, 2023, and May 26, 2023 (the "2023 Financing Agreements").

On March 27, 2024, the Company also entered into a Mortgage and Security Agreement (the "Firstfire Mortgage") with Firstfire Global Opportunities Fund, LLC ("Firstfire") to secure the payment performance and obligation under the 2023 Financing Agreements. The Company is indebted to Firstfire in the combined principal sum of $500,000 dollars.

The foregoing description of the Mast Hill Mortgage and the FirstFire Mortgage is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.