Good morning, ladies and gentlemen. I would like to welcome you to the 2026 annual meeting of shareholders of Avalon GloboCare Corp. It is now 9:00 A.M. Will the meeting please come to order? I am Meng Li, Interim Chief Executive Officer and Chief Operating Officer of the company, and I will serve as Chairman of the meeting.
Pursuant to the company bylaws and the Delaware General Corporation Law, this annual meeting of shareholders is being held in a virtual meeting format. Because the 2026 annual meeting is being held virtually, registered shareholders who have not already voted by proxy can do so during the meeting by clicking the Vote Here section on your screen. If you have already voted your shares by proxy prior to the meeting, you do not need to do anything at this time.
If you would like to ask a question, please use the section on the left-hand side of the screen to ask those questions. If you would like to inspect the shareholder registry, please use the link at the footer of the meeting website. I would now like to present to you Jonathan Watkins, a representative from M&K CPAS, our independent registered public accounting firm. I would also like to introduce Luisa Ingargiola, who is serving as Secretary of this 2026 annual meeting of shareholders. Ms. Ingargiola, is the meeting properly convened?
Yes, Ms. Chairman. I submit a copy of the affidavit of mailing of Broadridge, which states that on April 17th, 2026, the notice of the meeting, together with the related proxy materials, were mailed to all shareholders of record as of the close of business on April 15th, 2026, the record date for the meeting.
I order this document to be filed with the records of the meeting. Ms. Ingargiola, are the records of the company showing the shareholders of common stock entitled to vote at this meeting available at the meeting?
Ms. Chairman, the certificate record of the holder of the outstanding shares of common stock of the company and their respective holdings as of the close of business April 15th, 2026, the date of the record fixed by the board of directors for determining the shareholders entitled to notice of and vote at this meeting are available. A copy of the list is available for inspection by registered shareholders through the adjournment of this meeting. If you would like an opportunity to inspect the certified list, please use the section on your screen to view the certified list.
This certified records will remain open for inspection throughout the meeting. A representative of Broadridge has previously been appointed by the board of directors as Inspector of Election for this meeting. I direct that the oath of office previously administered to the Inspector of Election be filed with the record of the meeting.
Having taken his oath of office, I declare Mr. Lawson qualified to act. I direct him to take charge of the polls and entertain the shares present in person or represented by proxy and the vote cast on the business before the meeting. He is also directed to submit a report on the result of such voting. Mr. Lawson, will you report the number of common shares represented at the meeting as prepared by you, the Inspector of Election for this meeting?
Ms. Chairman, there are at least one-third of the 8,323,609 shares of the company's outstanding common stock as of the record date entitled to vote at this meeting, represented when this meeting was convened, which constitutes a quorum for the purposes of this meeting.
The report of Inspector of the Election shows that a quorum necessary in order to transact the business to come before the meeting is present. I now refer to the notice of 2026 annual meeting and advise the meeting that the first item of business concerns the election of each of Wenzhao Daniel Lu, Lourdes Felix, Steven A. Sanders, and Michael Mathews, the director nominees to the company's board of directors to serve for a one-year term to expire at the 2027 annual meeting of shareholders.
Ms. Chairman, I move that the proposal concerning the election of director nominees to the company's board of directors be confirmed and approved.
Are there any questions or comments on this motion? There being no questions, we will move to the next proposal. I now refer to the notice of 2026 annual meeting and advise the meeting that the next item of business concerns the ratification of the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. I will now entertain a motion concerning this proposal.
Ms. Chairman, I move that the proposal concerning the ratification of the appointment of M&K CPAS be confirmed and approved.
Are there any questions or comments on this motion? There being no questions, we will move to the next proposal. I now refer to the notice of 2026 annual meeting, and I advise the meeting that the next item of business concerns the approval of the Avalon GloboCare Corp. 2026 stock incentive plan. I will now entertain a motion concerning this proposal.
Ms. Chairman, I move that the proposal concerning the approval of the Avalon GloboCare Corp. 2026 stock incentive plan be confirmed and approved.
Are there any questions or comments on this motion? There being no questions, we will move to the next proposal. I now refer to the notice of 2026 annual meeting and advise the meeting that the next item of business concerns the approval on an advisory basis of the 2025 compensation of our named executive officer. I will now entertain a motion concerning this proposal.
Ms. Chairman, I move that the proposal concerning the approval on an advisory basis of the 2025 compensation of our named executive officer be confirmed and approved.
Are there any questions or comments on this motion? There being no questions, we will move to the next proposal. I now refer to the notice of 2026 annual meeting and advise the meeting that the next item of business concerns the approval for the purpose of complying with NASDAQ Listing Rule 5635.
One, the issuance of Series A-1 warrants to purchase up to 6,372,550 shares of common stock. Two, the issuance of Series A-2 warrants to purchase up to 6,372,550 shares of common stock. Three, the issuance of warrants to purchase up to 318,628 shares of common stock issued to H.C. Wainwright & Co., LLC.
Four, the share of common stock issuable upon the exercise of the warrants and the placement agent warrants all issued in connection with our private placement that closed on February 27th, 2026, which will be known as the February 2026 Warrant Issuance Proposal. I will now entertain a motion concerning this proposal.
Ms. Chairman, I move that the proposal concerning the February 2026 Warrant Issuance Proposal be confirmed and approved.
Are there any questions or comments on this motion? There being no questions, we will move to the next proposal.
I now refer to the notice of 2026 annual meeting and advise the meeting that the next item of business concerns the approval to give our Board of Directors the authority, at its discretion, to file a certificate of amendment to our certificate of incorporation to effect a reverse split of our issued common stock at a ratio that is not less than 1 : 42 and not greater than 1 : 425, without reducing or authorized the number of shares of our common stock with the exact ratio to be selected by our Board of Directors in its discretion and to be effected, if at all, in the sole discretion of our Board of Directors at any time following stockholder approval of the amendment of our certificate of incorporation and before June 9th, 2027, without further approval or authorization of our stockholders, which will be referred to as the Reverse Stock Split Proposal.
I will now entertain a motion concerning this proposal.
Ms. Chairman, I move that the reverse stock split proposal be confirmed and approved.
Are there any questions or comments on this motion? There being no questions, we will move to the next proposal. I now refer to the notice of 2026 annual meeting and advise the meeting that the next item of business concerns the transacting such other business properly brought before the 2026 annual meeting or any adjournment or postponement thereof, which will be referred to as the adjournment proposal. I will now entertain a motion concerning this proposal.
Ms. Chairman, I move that the adjournment proposal be confirmed and approved.
Are there any questions or comments on this motion? With there being no questions and it seems there are no other matters to be submitted to a vote of the shareholders, I now declare this matter closed. We will now pause for two minutes to permit our shareholders to vote on the proposals.
If you have not previously voted your share by proxy, you can vote now by clicking the Vote Here section on the screen. If you have voted by proxy, it is not necessary for you to vote a second time unless you wish to revoke your prior proxy and change your vote at this time. You may do so by following the instructions on your screen. I declare the polls closed. I now direct that the Inspector of Election count us the results of the votes.
Ms. Ingargiola , have you completed the preliminary report of Inspector of the Election with respect to these proposals?
Yes, Ms. Chairman. The preliminary report of Inspector of the Election reflects the following. The proposal which concerns the election of each of the director nominees to Company's Board of Directors to serve for a one-year term to expire at the 2027 Annual Meeting of Stockholders has been confirmed and approved. The proposal which concerns the ratification of the appointment of M&K CPAs, PLLC, as our independent registered public accounting firm for the fiscal year ending December 31, 2026, has been confirmed and approved.
The proposal which concerns the approval of the Avalon GloboCare Corp. 2026 stock incentive plan has been confirmed and approved. The proposal which concerns the approval on an advisory basis of the 2025 compensation of our named executive officer has been confirmed and approved. The proposal which concerns the approval of the February 2026 warrant issuance proposal has been confirmed and approved.
The proposal which concerns the reverse stock split proposal has been confirmed and approved. The proposal which concerns the adjournment proposal has been confirmed and approved. This preliminary report is subject to correction by the final report of the Inspector of the Election, which results will be included in an 8-K to be filed by the company with the SEC subsequent to this meeting.
There will be no further business to come before the meeting. That concludes the formal part of the meeting. The meeting now is adjourned. On behalf of our board of directors and our employees, I would like to thank all of you for the interest you have shown in the company.