ALBT Avalon GloboCare Corporation

Item 3.03. Material Modifications to Rights of Security Holders.

On October 19, 2022, Avalon GloboCare Corp. (the “Company”) received a written consent in lieu of a meeting of Stockholders from holders of shares of common stock representing approximately 61.4% of the total issued and outstanding shares of common stock of the Company approving the granting of discretionary authority to the Board of Directors (the “Board”), at any time for a period of 12 months after the date of the Written Consent, to authorize the adoption of an amendment to the Company’s Amended and Rested Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock at a ratio between 1 for 2 to 1 for 10, such ratio to be determined by the Board, or to determine not to proceed with the reverse stock split.

On December 22, 2022, the Company, filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected a reverse stock split of its common stock at a ratio of 1-to-10 with an effective time of, 12:01 a.m. eastern time, January 5, 2023 (the “Reverse Stock Split”), which was approved by the Board on December 19, 2022. Trading of the Company’s common stock on The NASDAQ Capital Market on a split-adjusted basis is expected to begin at the opening of trading on January 5, 2023 with a new CUSIP number (05344R 203).

As a result of the Reverse Stock Split, each 10 shares of common stock will be combined into one share of common stock and the total number of shares of common stock outstanding will be reduced from approximately 99.9 million shares to approximately 9.9 million shares. Because the Certificate of Amendment did not reduce the number of authorized shares of the Company’s common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the Company’s common stock or modify any voting rights or other terms of the Company’s common stock. No fractional shares would be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive an additional share of common stock. In other words, any fractional share will be rounded up to the nearest whole number.

The above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.