Avalon GloboCare Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number:001-38728 (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the market value of ourcommon stock held by non-affiliates was approximately $2,757,095. The number of shares of our common stock, $0.0001 par value per share, outstanding as of March 31, 2025, was1,651,667. Documents incorporated by reference:NONE TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments39Item 1C.Cybersecurity39Item 2.Properties40Item 3.Legal Proceedings40Item 4.Mine Safety Disclosures40PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7A.Quantitative and Qualitative Disclosures About Market Risk51Item 8.Financial Statements and Supplementary Data51Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure51Item 9A.Controls and Procedures51Item 9B.Other Information52Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections52PART IIIItem 10.Directors, Executive Officers and Corporate Governance53Item 11.Executive Compensation61Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence67Item 14.Principal Accounting Fees and Services69PART IVItem 15.Exhibits70Item 16.Form 10-K Summary80Signatures81 Cautionary Statement Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K for the year ended December31, 2024 may constitute “forward-looking”statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), or the Private Securities Litigation Reform Act of 1995. Allstatements, other than statements of historical facts, included herein and public statements by our officers or representatives, thataddress activities, events or deve