Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Avalon GloboCare Corp. | |
Entity Central Index Key | 0001630212 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 75,655,639 | |
Entity Filer Number | 001-38728 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 3,401,304 | $ 2,252,287 |
Accounts receivable, net of allowance for doubtful accounts | 100,788 | 9,739 |
Tenants receivable, net of allowance for doubtful accounts | 29,504 | 42,484 |
Security deposit | 27,309 | 127,263 |
Inventory | 13,001 | 12,994 |
Prepaid expenses - related parties | 34,190 | |
Prepaid expenses and other current assets | 420,473 | 1,146,475 |
Total Current Assets | 3,992,379 | 3,625,432 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 374,906 | 249,555 |
Investment in real estate, net | 7,810,549 | 7,879,885 |
Intangible assets, net | 1,091,903 | 1,255,689 |
Equity method investment | 363,002 | 385,162 |
Total Non-current Assets | 9,640,360 | 9,770,291 |
Total Assets | 13,632,739 | 13,395,723 |
CURRENT LIABILITIES: | ||
Accounts payable | 47,508 | 6,695 |
Advance from customer - related party | 14,829 | |
Accrued liabilities and other payables | 747,346 | 859,350 |
Accrued liabilities and other payables - related parties | 36,806 | |
Deferred rental income | 13,786 | 14,136 |
Interest payable | 75,342 | |
Interest payable - related party | 14,583 | |
VAT and other taxes payable | 10,727 | 4,668 |
Tenants' security deposit | 64,037 | 66,700 |
Due to related party | 100,000 | 100,000 |
Total Current Liabilities | 1,034,793 | 1,141,720 |
NON-CURRENT LIABILITIES: | ||
Loan payable - noncurrent portion | 1,000,000 | |
Note payable - related party | 1,000,000 | |
Derivative liabilities | 3,055,748 | |
Total Non-current Liabilities | 4,055,748 | 1,000,000 |
Total Liabilities | 5,090,541 | 2,141,720 |
Commitments and Contingencies - (Note 18) | ||
EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 and December 31, 2018 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 76,175,639 shares issued and 75,655,639 shares outstanding at June 30, 2019; 73,830,751 shares issued and 73,310,751 shares outstanding at December 31, 2018 | 7,618 | 7,383 |
Additional paid-in capital | 30,375,711 | 24,153,378 |
Less: common stock held in treasury, at cost; 520,000 shares at June 30, 2019 and December 31, 2018 | (522,500) | (522,500) |
Accumulated deficit | (20,054,816) | (11,291,776) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (228,183) | (236,860) |
Total Avalon GloboCare Corp. stockholders' equity | 9,584,408 | 12,116,203 |
Non-controlling interest | (1,042,210) | (862,200) |
Total Equity | 8,542,198 | 11,254,003 |
Total Liabilities and Equity | $ 13,632,739 | $ 13,395,723 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 76,175,639 | 73,830,751 |
Common stock, outstanding | 75,655,639 | 73,310,751 |
Treasury stock | 520,000 | 520,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES | ||||
Real property rental | $ 264,889 | $ 278,872 | $ 531,515 | $ 575,495 |
Medical related consulting services - related party | 111,434 | 141,996 | 125,694 | 141,996 |
Development services and sales of developed products | 23,404 | 75,225 | 26,682 | 86,515 |
Total Revenues | 399,727 | 496,093 | 683,891 | 804,006 |
COSTS AND EXPENSES | ||||
Real property operating expenses | 192,676 | 195,941 | 423,435 | 406,215 |
Medical related consulting services - related party | 95,375 | 124,715 | 108,466 | 124,715 |
Development services and sales of developed products | 31,784 | 42,093 | 62,091 | 58,613 |
Total Costs and Expenses | 319,835 | 362,749 | 593,992 | 589,543 |
REAL PROPERTY OPERATING INCOME | 72,213 | 82,931 | 108,080 | 169,280 |
GROSS PROFIT FROM MEDICAL RELATED CONSULTING SERVICES | 16,059 | 17,281 | 17,228 | 17,281 |
GROSS (LOSS) PROFIT FROM DEVELOPMENT SERVICES AND SALES OF DEVELOPED PRODUCTS | (8,380) | 33,132 | (35,409) | 27,902 |
OTHER OPERATING EXPENSES: | ||||
Advertising expenses | 221,222 | 465,822 | ||
Compensation and related benefits | 2,100,178 | 487,452 | 4,200,333 | 1,026,266 |
Professional fees | 792,486 | 593,025 | 2,260,712 | 1,164,797 |
Research and development expenses | 949,711 | 263 | 1,102,171 | 263 |
Other general and administrative | 360,047 | 265,858 | 869,926 | 551,110 |
Total Other Operating Expenses | 4,423,644 | 1,346,598 | 8,898,964 | 2,742,436 |
LOSS FROM OPERATIONS | (4,343,752) | (1,213,254) | (8,809,065) | (2,527,973) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 433 | 1,300 | 1,201 | 1,708 |
Interest expense | (8,822) | (24,932) | (34,519) | (261,918) |
Interest expense - related party | (12,639) | (14,583) | ||
Change in fair value of warrants liability | 461,493 | 461,493 | ||
Financing expense | (525,418) | (525,418) | ||
Loss from equity-method investment | (10,344) | (23,087) | ||
Foreign currency transaction loss | (106,929) | (106,929) | ||
Other income | 226 | 226 | 328 | |
Total Other Expense, net | (95,071) | (130,561) | (134,687) | (366,811) |
LOSS BEFORE INCOME TAXES | (4,438,823) | (1,343,815) | (8,943,752) | (2,894,784) |
INCOME TAXES | ||||
NET LOSS | (4,438,823) | (1,343,815) | (8,943,752) | (2,894,784) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (81,599) | (49,421) | (180,712) | (118,811) |
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (4,357,224) | (1,294,394) | (8,763,040) | (2,775,973) |
COMPREHENSIVE LOSS: | ||||
NET LOSS | (4,438,823) | (1,343,815) | (8,943,752) | (2,894,784) |
OTHER COMPREHENSIVE INCOME | ||||
Unrealized foreign currency translation gain (loss) | (34,103) | (96,207) | 9,379 | (43,369) |
COMPREHENSIVE LOSS | (4,472,926) | (1,440,022) | (8,934,373) | (2,938,153) |
LESS: COMPREHENSIVE GAIN (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (79,699) | (49,540) | (180,010) | (118,770) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (4,393,227) | $ (1,390,482) | $ (8,754,363) | $ (2,819,383) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||||
Basic and diluted | $ (0.06) | $ (0.02) | $ (0.12) | $ (0.04) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted | 75,183,354 | 71,979,678 | 74,437,336 | 71,122,356 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total |
Beginning balance at Dec. 31, 2017 | $ 7,028 | $ 11,490,285 | $ (3,517,654) | $ 6,578 | $ (91,994) | $ (585,394) | $ 7,308,849 | ||
Beginning balance, Shares at Dec. 31, 2017 | 70,278,622 | ||||||||
Treasury stock purchase | $ (522,500) | (522,500) | |||||||
Treasury stock purchase, Shares | (520,000) | ||||||||
Stock-based compensation and service fees | 526,348 | 526,348 | |||||||
Foreign currency translation adjustment | 52,678 | 160 | 52,838 | ||||||
Net loss for the year | (1,481,579) | (69,390) | (1,550,969) | ||||||
Ending balance at Mar. 31, 2018 | $ 7,028 | 12,016,633 | $ (522,500) | (4,999,233) | 6,578 | (39,316) | (654,624) | 5,814,566 | |
Ending balance, Shares at Mar. 31, 2018 | 70,278,622 | (520,000) | |||||||
Common shares issued in equity raise, net of fees associated with equity raise | $ 311 | 4,529,984 | 4,530,295 | ||||||
Common shares issued in equity raise, net of fees associated with equity raise, Shares | 3,107,000 | ||||||||
Common shares issued for services | $ 17 | 466,983 | 467,000 | ||||||
Common shares issued for services, Shares | 175,000 | ||||||||
Stock-based compensation and service fees | 1,021,173 | 1,021,173 | |||||||
Foreign currency translation adjustment | (96,088) | (119) | (96,207) | ||||||
Net loss for the year | (1,294,394) | (49,421) | (1,343,815) | ||||||
Ending balance at Jun. 30, 2018 | $ 7,356 | 18,034,773 | $ (522,500) | (6,293,627) | 6,578 | (135,404) | (704,164) | 10,393,012 | |
Ending balance, Shares at Jun. 30, 2018 | 73,560,622 | (520,000) | |||||||
Beginning balance at Dec. 31, 2018 | $ 7,383 | 24,153,378 | $ (522,500) | (11,291,776) | 6,578 | (236,860) | (862,200) | 11,254,003 | |
Beginning balance, Shares at Dec. 31, 2018 | 73,830,751 | (520,000) | |||||||
Issuance of common stock upon cashless excercise of options | $ 35 | (35) | |||||||
Issuance of common stock upon cashless excercise of options, Shares | 350,856 | ||||||||
Issuance of common stock upon cashless exercise of stock warrants | $ 16 | (16) | |||||||
Issuance of common stock upon cashless exercise of stock warrants, Shares | 158,932 | ||||||||
Stock-based compensation and service fees | 2,272,747 | 2,272,747 | |||||||
Foreign currency translation adjustment | 44,680 | (1,198) | 43,482 | ||||||
Net loss for the year | (4,405,816) | (99,113) | (4,504,929) | ||||||
Ending balance at Mar. 31, 2019 | $ 7,434 | 26,426,074 | $ (522,500) | (15,697,592) | 6,578 | (192,180) | (962,511) | 9,065,303 | |
Ending balance, Shares at Mar. 31, 2019 | 74,340,539 | (520,000) | |||||||
Common shares issued for services | $ 13 | 313,788 | 313,801 | ||||||
Common shares issued for services, Shares | 120,812 | ||||||||
S-3 financing | $ 171 | 2,111,710 | 2,111,881 | ||||||
S-3 financing, Shares | 1,714,288 | ||||||||
Stock-based compensation and service fees | 1,524,139 | 1,524,139 | |||||||
Foreign currency translation adjustment | (36,003) | 1,900 | (34,103) | ||||||
Net loss for the year | (4,357,224) | (81,599) | (4,438,823) | ||||||
Ending balance at Jun. 30, 2019 | $ 7,618 | $ 30,375,711 | $ (522,500) | $ (20,054,816) | $ 6,578 | $ (228,183) | $ (1,042,210) | $ 8,542,198 | |
Ending balance, Shares at Jun. 30, 2019 | 76,175,639 | (520,000) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,943,752) | $ (2,894,784) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Depreciation and amortization | 284,494 | 247,975 |
Stock-based compensation and service expense | 4,717,907 | 1,082,923 |
Loss on equity method investment | 23,087 | |
Changes in warrants derivative liabilities | (461,493) | |
Allocation of financing expence | 525,418 | |
Chang in operating assets and liabilities: | ||
Accounts receivable | (92,113) | (67,542) |
Accounts receivable-related parties | (150,516) | |
Tenants receivable | 12,980 | (58) |
Inventory | (74) | (19,892) |
Prepaid expenses - related parties | 34,629 | |
Prepaid expenses and other current assets | 379,070 | (153,785) |
Security deposit | 100,000 | (308,694) |
Accounts payable | 41,286 | 1,740 |
Advance from customer - related party | (15,030) | |
Accrued liabilities and other payables | (472,671) | 176,584 |
Accrued liabilities and other payables - related parties | 3,633 | 9,811 |
Deferred rental income | (350) | (1,587) |
Interest payable | (75,342) | (113,179) |
Interest payable - related party | 14,583 | |
VAT and other taxes payable | 6,143 | 9,850 |
Tenants' security deposit | (2,663) | (18,888) |
NET CASH USED IN OPERATING ACTIVITIES | (3,920,258) | (2,200,042) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (140,400) | (10,192) |
Prepayment for purchase of long-term assets | (22,606) | |
Improvement of commercial real estate | (10,588) | (165,155) |
NET CASH USED IN INVESTING ACTIVITIES | (150,988) | (197,953) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds received from note payable - related party | 1,000,000 | |
Refund deposit in connection with Share Subscription Agreement- | (1,000,000) | |
Proceeds received from equity offering | 6,000,008 | 5,437,250 |
Disbursements for equity offering costs | (896,304) | (380,607) |
Repayment of loan payable | (1,000,000) | (500,000) |
Repurchase of common stock | (522,500) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,103,704 | 3,034,143 |
EFFECT OF EXCHANGE RATE ON CASH | 116,559 | (19,865) |
NET INCREASE IN CASH | 1,149,017 | 616,283 |
CASH CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - beginning of period | 2,252,287 | 3,027,033 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - end of period | 3,401,304 | 3,643,316 |
Cash paid for: | ||
Interest | 1,039 | 375,096 |
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment acquired on credit as payable | 25,896 | |
Acquisition of equipment by decreasing prepayment for long-term assets | 109,889 | |
Common stock issued for future services | $ 405,250 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare Corp. (f/k/a Global Technologies Corp.) (the "Company" or "AVCO") is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on July 28, 2014. On October 18, 2016, the Company changed its name to Avalon GloboCare Corp. and completed a reverse split its shares of common stock at a ratio of 1:4. On October 19, 2016, the Company entered into and closed a Share Exchange Agreement with the shareholders of Avalon Healthcare System, Inc., a Delaware corporation ("AHS"), each of which are accredited investors ("AHS Shareholders") pursuant to which we acquired 100% of the outstanding securities of AHS in exchange for 50,000,000 shares of our common stock (the "AHS Acquisition"). AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. As a result of such acquisition, the Company's operations now are focused on integrating and managing global healthcare services and resources, as well as empowering high-impact biomedical innovations and technologies to accelerate their clinical applications. We are dedicated to advancing cell-based technologies and therapeutics, as well as empowering high-impact biomedical innovations to accelerate their clinical applications. Our ecosystem covers the areas of exosome technology (including liquid biopsy and regenerative therapeutics) and cellular immunotherapy. We plan to integrate technologies and services through joint venture and subsidiary structures that bring shareholder value both in the short term, through operational entities and long term, through biomedical innovation development, such as our recent joint venture for the advancement of exosome isolation systems and related products. AHS owns 100% of the capital stock of Avalon (Shanghai) Healthcare Technology Co., Ltd. ("Avalon Shanghai"), which is a wholly foreign-owned enterprise organized under the laws of the People's Republic of China ("PRC"). Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company's historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon Shanghai immediately following the consummation of this reverse merger transaction. On January 23, 2017, the Company incorporated Avalon (BVI) Ltd., a British Virgin Island company. There was no activity for the subsidiary since its incorporation through June 30, 2019. Avalon (BVI) Ltd. is dormant and is in process of being dissolved. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC ("Avalon RT 9"), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company's world-wide headquarters for all corporate administration and operation. In addition, the property generates rental income. Avalon RT 9 owns this office building. Currently, Avalon RT 9's business consists of the ownership and operation of the income-producing real estate property in New Jersey. On July 31, 2017, the Company formed GenExosome Technologies Inc. ("GenExosome") in Nevada . On October 25, 2017, GenExosome and the Company entered into a Securities Purchase Agreement pursuant to which the Company acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of common stock of the Company . On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which the Company acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies including, but not limited to, patent application number CN 2016 1 0675107.5 (application of an Exosomal MicroRNA in plasma as biomaker to diagnosis liver cancer), patent application number CN 2016 1 0675110.7 (clinical application of circulating exosome carried miRNA-33b in the diagnosis of liver cancer), patent application number CN 2017 1 0330847.X (saliva exosome based methods and composition for the diagnosis, staging and prognosis of oral cancer) and patent application number CN 2017 1 0330835.7 (a novel exosome-based therapeutics against proliferative oral diseases). In consideration of the assets, GenExosome agreed to pay Dr. Zhou $876,087 in cash, transfered 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of GenExosome . As a result of the above transactions, effective October 25, 2017, the Company holds 60% of GenExosome and Dr. Zhou holds 40% of GenExosome. GenExosome is engaged in developing proprietary diagnostic and therapeutic products leveraging its exosome technology On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the People's Republic of China on August 7, 2015 ("Beijing GenExosome") and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000. Beijing GenExosome is engaged in the development of exosome technology to improve diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles in diameter of 30-150 nm that are released by almost all cell types and that can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Beijing GenExosome is seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive "liquid biopsies". Its mission is focused toward diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and discovery of disease-specific exosomes to provide disease origin insight necessary to enable personalized clinical management. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc., a Nevada corporation, which will focus on accelerating commercial activities related to cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others. The subsidiary is designed to integrate and optimize our global scientific and clinical resources to further advance the use of cellular therapies to treat certain cancers. There was no activity for the subsidiary since its incorporation through June 30, 2019. On June 13, 2019, the Company formed a wholly owned subsidiary, International Exosome Association LLC, a Delaware company. There was no activity for the subsidiary since its incorporation through June 30, 2019. Details of the Company's subsidiaries which are included in these consolidated financial statements as of June 30, 2019 are as follows: Name of Subsidiaries Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. ("AHS") Delaware May 18, 2015 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") Avalon (BVI) Ltd. ("Avalon BVI") British Virgin Island January 23, 2017 100% held by AVCO Dormant, is in process of being dissolved Avalon RT 9 Properties LLC ("Avalon RT 9") New Jersey February 7, 2017 100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. ("Avalon Shanghai") PRC April 29, 2016 100% held by AHS Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China GenExosome Technologies Inc. ("GenExosome") Nevada July 31, 2017 60% held by AVCO Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets Beijing Jieteng (GenExosome) Biotech Co., Ltd. ("Beijing GenExosome") PRC August 7, 2015 100% held by GenExosome Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China Avactis Biosciences Inc. ("Avactis") Nevada July 18, 2018 100% held by AVCO Integrate and optimize global scientific and clinical resources to further advance cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others to treat certain cancers International Exosome Association LLC Delaware June 13, 2019 100% held by AVCO Provides development services for hospitals and other customers and sells developed items in USA |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Basis of Presentation and Going Concern [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The Company's unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation . Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 26, 2019 . Going Concern The Company currently has limited operations. Currently, the Company's operations are focused on: (i) real estate property ownership and operation in the United States; (ii) providing outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People's Republic of China; (iii) performing . The Company is also pursuing the provision of healthcare services in the United States. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,054,816 at June 30, 2019, and has incurred recurring net loss and negative cash flow from operating activities of $8,943,752 and $3,920,258 for the six months ended June 30, 2019, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of providing medical consulting services to its only four clients who are related parties and generating rental revenue from its income-producing real estate property in New Jersey and performing development services for hospitals and other customers and sales of developed products to hospitals and other customers ; hence generating revenues, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and six months ended June 30, 2019 and 2018 include the allowance for doubtful accounts, reserve for obsolete inventory, the useful life of property and equipment and investment in real estate and intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation . Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows : ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data ● Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, tenants receivable, security deposit, inventory, prepaid expenses and other current assets, accounts payable, accrued liabilities and other payables, accrued liabilities and other payables – related parties, deferred rental income, loan payable, interest payable, interest payable – related party, Value Added Tax ("VAT") and other taxes payable, tenants' security deposit, and due to related party, approximate their fair market value based on the short-term maturity of these instruments . Fair Value of Financial Instruments and Fair Value Measurements (continued) At June 30, 2019 and December 31, 2018, intangible assets were measured at fair value on a nonrecurring basis as shown in the following tables. Quoted Price in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at Impairment Loss Patents and other technologies $ - $ - $ 1,091,903 $ 1,091,903 $ - Quoted Price in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Impairment Patents and other technologies $ - $ - $ 1,255,689 $ 1,255,689 $ - Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At June 30, 2019 and December 31, 2018, cash balances in PRC are $640,253 and $1,216,485, respectively. Since March 31, 2015, balances at financial institutions and state-owned banks within the PRC are covered by insurance up to RMB 500,000 (USD 73,678) per bank. At June 30, 2019 and December 31, 2018, cash balances in United States are $2,761,051 and $1,035,802, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. Concentrations of Credit Risk Currently, a portion of the Company's operations are carried out in PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, trade accounts receivable and tenants receivable. A portion of the Company's cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A portion of the Company's sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable and tenants receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At June 30, 2019 and December 31, 2018, the Company's cash balances by geographic area were as follows: Country: June 30, 2019 December 31, 2018 United States $ 2,761,051 81.2 % $ 1,035,802 46.0 % China 640,253 18.8 % 1,216,485 54.0 % Total cash $ 3,401,304 100.0 % $ 2,252,287 100.0 % Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer's historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at June 30, 2019 and December 31, 2018. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. Tenants Receivable and Allowance for Doubtful Accounts Tenants receivable are presented net of an allowance for doubtful accounts. Tenants receivable balance consist of base rents, tenant reimbursements and receivables arising from straight-lining of rents primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company's revenue recognition policy. An allowance for the uncollectible portion of tenant receivable is determined based upon an analysis of the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the tenants receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its tenants receivable at June 30, 2019 and December 31, 2018. Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventory may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record a write down in inventory for the difference between the cost and the lower of cost or estimated net realizable value. The reserve and write down are recorded based on estimates. The Company determined that certain raw material and finished goods were impaired and has written off a total of $10,074 in the six months ended June 30, 2019, as compared to none in the six months ended June 30, 2018. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Investment in Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. Real estate depreciation expense was $39,962 and $31,806 for the three months ended June 30, 2019 and 2018, respectively . Real estate depreciation expense was $79,923 and $63,611 for the six months ended June 30, 2019 and 2018, respectively Intangible Assets Intangible assets consist of patents and other technologies. Patents and other technologies are being amortized on a straight-line method over the estimated useful life of 5 years. Investment in Unconsolidated Company – Epicon Biotech Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 9 for discussion of equity method investment. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. The Company did not record any impairment charge for the three and six months ended June 30, 2019 and 2018 as there was no impairment indicator noted as of the filing date of this report. Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of June 30, 2019 and December 31, 2018, deferred rental income totaled $13,786 and $14,136, respectively. Value Added Tax Avalon Shanghai and Beijing GenExosome are subject to a value added tax ("VAT") for providing medical related consulting services and performing development services and sales of developed products. The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of medical related consulting services provided and the invoiced amount of development services provided and sales of developed products (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC's value added tax for all the periods presented in the consolidated statements of operations. Revenue Recognition Effective January 1, 2018, the Company began recognizing revenue under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective transition method. The impact of adopting the new revenue standard was not material to the Company's consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606's definition of a "distinct" goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity's promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Types of revenue: ● Rental revenue from leasing commercial property under operating leases with terms of generally three years or more. ● Service fees under consulting agreements with related parties to provide medical related consulting services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment. ● Service fees under agreements to perform development services for hospitals and other customers. The Company does not perform contracts that are contingent upon successful results. ● Sales of developed products to hospitals and other customers. Revenue recognition criteria: ● The Company recognizes rental revenue from its commercial leases on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivable consists of the difference between the tenants' rents calculated on a straight-line basis from the date of lease commencement over the remaining terms of the related leases and the tenants' actual rents due under the lease agreements and is included in tenants receivable in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred. ● The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its service offerings is recognized as the services are performed. ● Revenue from development services performed under written contracts is recognized as services are provided. ● Revenue from sales of developed items to hospitals and other customers is recognized when items are shipped to customers and titles are transferred. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Office Lease When a lease contains "rent holidays", the Company records rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount charged to expense and the amount payable under the lease is recorded as prepaid expenses in the consolidated balance sheets. The Company begins recording rent expense on the lease possession date . Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company's rental properties. Medical Related Consulting Services Costs Costs of medical related consulting services includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Subcontractor costs were costs related to medical related consulting services incurred by our subcontractor, such as medical professional's compensation and travel costs. Development Services and Sales of Developed Products Costs Costs of development services and sales of developed items includes inventory costs, materials and supplies costs, depreciation, internal labor and related benefits, other overhead costs and shipping and handling costs incurred. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in cost of sales. For the three months ended June 30, 2019 and 2018, shipping and handling costs amounted to $0 and $0, respectively. For the six months ended June 30, 2019 and 2018, shipping and handling costs amounted to $0 and $25, respectively. Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense in the amount of $949,711 and $263 for the three months ended June 30, 2019 and 2018, respectively. The Company incurred research and development expense in the amount of $1,102,171 and $263 for the six months ended June 30, 2019 and 2018, respectively. Advertising Costs All costs related to advertising are expensed as incurred. For the three and six months ended June 30, 2019, advertising costs amounted to $221,222 and $465,822, respectively. We did not incur any advertising expense during the three and six months ended June 30, 2018. Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company periodically issues common stock, warrants and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. Income Taxes The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, "Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of June 30, 2019 and December 31, 2018, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2018, 2017 and 2016. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of June 30, 2019 and December 31, 2018. In December 2017, the United States Government passed new tax legislation that, among other provisions, lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have, the legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on the balance sheet. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the balance sheet. However, when the Company becomes profitable, the Company will receive a reduced benefit from such deferred tax assets. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, GenExosome, and Avactis, is the U.S. dollar and the functional currency of Avalon Shanghai and Beijing GenExosome, is the Chinese Renminbi ("RMB"). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company's revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2019 and December 31, 2018 were translated at 6,8668 RMB to $1.00 and at 6.8785 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the six months ended June 30, 2019 and 2018 were 6.7863 RMB and 6.3701 RMB to $1.00, respectively. Cash flows from the Company's operations are calculated based upon the local currencies using the average translation rate. Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and six months ended June 30, 2019 and 2018 consisted of net loss and unrealized gain from foreign currency translation adjustment. Per Share Data ASC Topic 260 "Earnings per Share," requires presentation of both basic and diluted earnings per share ("EPS") with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share are computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock $ ( 4,357,224 ) $ (1,294,394 ) $ ( 8,763,040 ) $ (2,775,973 ) Weighted average common stock outstanding - basic and diluted 75,183,354 71,979,678 74,437,336 71,122,356 Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $ (0.06 ) $ (0.02 ) $ (0.12 ) $ (0.04 ) The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Six Months Ended 2019 2018 2019 2018 Stock options 5,070,000 2,610,000 5,070,000 2,610,000 Warrants 1,714,288 578,891 1,714,288 578,891 Potentially dilutive securities 6,784,288 3,188,891 6,784,288 3,188,891 Business Acquisition The Company accounts for business acquisition in accordance with ASC No. 805, Business Combinations. The assets acquired and liabilities assumed from the acquired business are recorded at fair value, with the residual of the purchase price recorded as goodwill. The result of operations of the acquired business is included in the Company's operating result from the date of acquisition. Non-controlling Interest As of June 30, 2019, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExosome, who owned 40% of the equity interests of GenExosome, which is not under the Company's control . Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer ("CEO") and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company has determined that it has three reportable business segments: real property operating segment, medical related consulting services segment, and development services and sales of developed products segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions . Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Reverse Stock Split The Company effected a one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split . Fiscal Year End The Company has adopted a fiscal year end of December 31st . Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases", ("ASU 842") which amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods . The Company adopted ASU 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-e |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 – INVENTORY At June 30, 2019 and December 31, 2018, inventory consisted of the following: June 30, December 31, 2018 Raw material $ 12,553 $ 12,953 Finished goods 448 41 13,001 12,994 Less: reserve for obsolete inventory - - $ 13,001 $ 12,994 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At June 30, 2019 and December 31, 2018, prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid professional fees $ 279,433 $ 607,833 Prepaid research and development service fees 3,609 300,000 Prepaid insurance expense 4,640 72,352 Prepaid listing fee 61,667 - Prepaid dues and subscriptions 12,500 70,000 Other 58,624 96,290 $ 420,473 $ 1,146,475 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT At June 30, 2019 and December 31, 2018, property and equipment consisted of the following: Useful life June 30, December 31, Laboratory equipment 5 Years $ 422,976 $ 258,345 Office equipment and furniture 3 – 10 Years 36,791 35,627 Leasehold improvement Shorter of useful life or lease term - 24,446 459,767 318,418 Less: accumulated depreciation (84,861 ) (68,863 ) $ 374,906 $ 249,555 For the three months ended June 30, 2019 and 2018, depreciation expense of property and equipment amounted to $23,508 and $10,897, respectively, of which, $818 and $819 was included in real property operating expenses, $17,130 and $5,864 was included in costs of development services and sales of developed products, and $5,560 and $4,214 was included in other operating expenses, respectively For the six months ended June 30, 2019 and 2018, depreciation expense of property and equipment amounted to $40,785 and $20,578, respectively, of which, $1,637 and $1,638 was included in real property operating expenses, $30,485 and $9,632 was included in costs of development services and sales of developed products, and $8,662 and $9,308 was included in other operating expenses, respectively |
Investment in Real Estate
Investment in Real Estate | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | NOTE 7 – INVESTMENT IN REAL ESTATE At June 30, 2019 and December 31, 2018, investment in real estate consisted of the following: Useful life June 30, 2019 December 31, 2018 Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 402,094 391,506 8,110,665 8,100,077 Less: accumulated depreciation (300,116 ) (220,192 ) $ 7,810,549 $ 7,879,885 For the three months ended June 30, 2019 and 2018, depreciation expense of this commercial real property amounted to $39,962 and $31,806, which was included in real property operating expenses. For the six months ended June 30, 2019 and 2018, depreciation expense of this commercial real property amounted to $79,923 and $63,611, which was included in real property operating expenses. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS At June 30, 2019 and December 31, 2018, intangible assets consisted of the following: Useful Life June 30, 2019 December 31, 2018 Patents and other technologies 5 Years $ 1,583,260 $ 1,583,260 Less: accumulated amortization (491, 357 ) (327,571 ) $ 1,091,903 $ 1,255,689 For the three months ended June 30, 2019 and 2018, amortization expense amounted to $81,893. For the six months ended June 30, 2019 and 2018, amortization expense amounted to $163,786. Amortization of intangible assets attributable to future periods is as follows: Year ending June 30: Amortization amount 2020 $ 327,571 2021 327,571 2022 327,571 2023 109,190 $ 1,091,903 |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 9 – EQUITY METHOD INVESTMENT As of June 30, 2019 and December 31, 2018, equity method investment amounted to $363,002 and $385,162, respectively. The investment represents the Company’s subsidiary, Avalon Shanghai’s interest in Epicon Biotech Co., Ltd. (“Epicon”). Epicon was incorporated on August 14, 2018 in PRC. Avalon Shanghai and the other unrelated company, Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), accounted for 40% and 60% of the total ownership, respectively. Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. The Company treats the equity investment in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the three and six months ended June 30, 2019, the Company’s share of Epicon’s net loss was $10,344 and $23,087, respectively, which was included in loss from equity-method investment in the accompanying consolidated statements of operations and comprehensive loss. The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: June 30, December 31, Current assets $ 48,033 $ 301,714 Noncurrent assets 204,181 7,015 Current liabilities 38 38 Noncurrent liabilities - - Equity 252,177 308,691 For the Three Months Ended For the Six Months Ended Net revenue $ - $ - Gross profit - - Loss from operation 25,861 57,717 Net loss 25,861 57,717 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 10 – ACCRUED LIABILITIES AND OTHER PAYABLES At June 30, 2019 and December 31, 2018, accrued liabilities and other payables consisted of the following: June 30, December 31, Accrued payroll liability $ 109,318 $ 529,472 Accrued professional fees 484,453 166,077 Lab equipment purchase payable - Insurance payable 45,088 Accrued dues and subscriptions 82,776 42,500 Other 70,799 76,213 $ 747,346 $ 859,350 |
Loan Payable
Loan Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 11 – LOAN PAYABLE On April 19, 2017, the Company entered into a loan agreement, providing for the issuance of a loan in the principal amount of $2,100,000. The term of the loan is one year. On May 3, 2018, the Company signed an extension agreement with the maturity date of March 31, 2019. On August 3, 2018, the Company signed an extension agreement for the loan with the maturity date of March 31, 2020. The annual interest rate for the loan is 10%. The loan is guaranteed by the Company's Chairman, Mr. Wenzhao Lu. The Company repaid principal of $600,000, $500,000 and $1,000,000 in November 2017, April 2018 and April 2019, respectively. As . |
Vat and Other Taxes Payable
Vat and Other Taxes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Statutory Reserve [Abstract] | |
VAT AND OTHER TAXES PAYABLE | NOTE 12 – VAT AND OTHER TAXES PAYABLE At June 30, 2019 and December 31, 2018, VAT and other taxes payable amounted to $10,727 and 4,668, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS Medical Related Consulting Services Revenue from Related Party and Accounts Receivable – Related Party During the three and six months ended June 30, 2019 and 2018, medical related consulting services revenue from related parties was as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Medical related consulting services provided to: Beijing Daopei (1) $ 41,648 $ 141,996 $ 55,908 $ 141,996 Shanghai Daopei (2) 14,180 - 14,180 - Hebei Daopei (3) 55,606 - 55,606 - $ 111,434 $ 141,996 $ 125,694 $ 141,996 (1) Beijing Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. (2) Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. (3) Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. Accounts receivable – related party, net of allowance for doubtful accounts, at June 30, 2019 and December 31, 2018 amounted to $58,251 and $0, respectively, and no allowance for doubtful accounts is deemed to be required on accounts receivable – related party at June 30, 2019 and December 31, 2018. Prepaid Expenses – Related Parties As of June 30, 2019 and December 31, 2018, the Company made prepayment of $0 and $1,897, respectively, to David Jin, its shareholder, chief executive officer, president and board member, for business travel reimbursement, which have been included in prepaid expenses – related parties on the accompanying consolidated balance sheets. As of June 30, 2019 and December 31, 2018, the Company made prepayment of $0 and $32,293, respectively, to Meng Li, its shareholder and chief operating officer, for business travel reimbursement, which have been included in prepaid expenses – related parties on the accompanying consolidated balance sheets. Advance from Customer – Related Party At June 30, 2019 and December 31, 2018, advance from customer – related party amounted to $0 and $14,829, respectively, which represents prepayment received from our related party, Beijing Daopei, for medical related consulting services. When the services are performed, the amount recorded as advance from customer – related party is recognized as revenue. Accrued Liabilities and Other Payables – Related Parties At June 30, 2019 and December 31, 2018, the Company owed Luisa Ingargiola, its chief financial officer, of $36,806 and $0, respectively, for travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Due to Related Party In connection with the acquisition discussed elsewhere in this report, the Company acquired Beijing GenExosome in cash payment of $450,000. On October 25, 2017, Dr. Yu Zhou, the former sole shareholder of Beijing GenExosome, was appointed to the board of directors of GenExosome and served as co-chief executive officer of GenExosome. As of June 30, 2019 and December 31, 2018, the unpaid acquisition consideration of $100,000, was payable to Dr. Yu Zhou, co-chief executive officer and board member of GenExosome, and reflected as due to related party on the accompanying consolidated balance sheets. Real Property Management Agreement The Company pays a company, which is controlled by Wenzhao Lu, the Company's largest shareholder and chairman of the Board of Directors, for the management of its commercial real property located in New Jersey. The property management agreement commenced on May 25, 2017 and expired in March 2019. On March 1, 2019, the Company entered into a contract with a third-party consultant to manage its real property till February 2020. For the three months ended June 30, 2019 and 2018, the management fee related to the property management agreement amounted to $30,753 and $16,251, respectively. For the six months ended June 30, 2019 and 2018, the management fee related to the property management agreement amounted to $54,087 and $32,502, respectively. Note Payable – Related Party On March 18, 2019, the Company issued Wenzhao Lu, the Company's largest shareholder and chairman of the Board of Directors, a Promissory Note in the principal amount of $1,000,000 ("Promissory Note") in consideration of cash in the amount of $1,000,000. The Promissory Note accrues interest at the rate of 5% per annum and matures March 19, 2022. As of June 30, 2019, the outstanding principal balance of the note and related accrued and unpaid interest for the note was $1,000,000 and $14,583, respectively. Office Space from Related Party Beijing GenExosome uses office space of a related party, free of rent, which is considered immaterial. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 14 – DERIVATIVE LIABILITIES On April 25, 2019, the Company issued 1,714,288 five-year warrants to several third party institutional investors in a registered direct offering (see Note 15). The warrants include the fundamental transaction provisions and the exercise price of the warrants is protected against down-round financing throughout the term of the warrants. Upon evaluation, the warrants meet the definition of derivative liabilities under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the warrants was classified as derivative liabilities of $3,517,241 on the issuance date, April 25, 2019. The estimated fair value of the warrants were computed at issuance using Black-Scholes option-pricing model, with the following assumptions: stock price of $2.82, volatility of 100.87%, risk-free rate of 2.33%, annual dividend yield of 0% and expected life of 5 years. The estimated fair value of the outstanding warrant as derivative liabilities was $3,055,748 at June 30, 2019. The estimated fair value of the warrants were computed as of June 30, 2019 using Black-Scholes option-pricing model, with the following assumptions: stock price of $2.60, volatility of 97.69%, risk-free rate of 1.76%, annual dividend yield of 0% and expected life of 4.82 years. Increases or decreases in fair value of the derivative liabilities are included as a component of total other income / expenses in the accompanying consolidated statements of operations for the respective period. The changes to the derivative liabilities for the warrants resulted in a decrease of $461,493 in the derivative liabilities and the corresponding increase in other income as a gain for the three and six months ended June 30, 2019. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 15 – EQUITY Shares Authorized The Company is authorized to issue 10,000,000 shares of preferred stock and 490,000,000 shares of common shares with a par value of $0.0001 per share. There are no shares of its preferred stock issued and outstanding as of June 30, 2019 and December 31, 2018. There are 76,175,639 and 73,830,751 shares of its common stock issued as of June 30, 2019 and December 31, 2018, respectively. There are 75,655,639 and 73,310,751 shares of its common stock outstanding as of June 30, 2019 and December 31, 2018, respectively. Common Shares Issued for Warrant Exercise On January 9, 2019, the Company issued 350,856 shares of its common stock upon cashless exercise of warrants to purchase 578,891 shares of common stock . Common Shares Issued for Option Exercise On February 27, 2019, the Company issued 158,932 shares of its common stock upon cashless exercise of options to purchase 200,000 shares of common stock. Common Shares Issued for Service Fee On April 1, 2019, the Company issued a total of 120,812 shares of its common stock in payment of service fee from certain consultants. Units Sold for Cash On April 25, 2019, the Company entered into a purchase agreement with several third party institutional investors for the purchase of 1,714,288 units in a registered direct offering, for gross proceeds of $6,000,008 before placement agent fees and other offering expenses payable by the Company. Each unit was sold at a public offering price of $3.50 and consists of one share of common stock and a warrant to purchase one share of common stock. The Company received net cash proceeds of $5,103,704, net of cash paid for placement agent fees and other offering expenses. The warrants are exercisable immediately as of the date of issuance (the "Initial Exercise Date"), at an exercise price of $3.50 per share, subject to adjustment as provided in the warrants, and expire on the fifth (5 th Options The following table summarizes the shares of the Company's common stock issuable upon exercise of options outstanding at June 30, 2019: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at 2019 Range of Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at June 30, 2019 Weighted Average Exercise Price $ 0.50 2,000,000 7.62 $ 0.50 1,611,111 $ 0.50 1.49 60,000 2.83 1.49 60,000 1.49 1.00 50,000 3.34 1.00 50,000 1.00 1.00 80,000 1.34 1.00 80,000 1.00 2.50 110,000 3.51 2.50 110,000 2.50 1.00 80,000 1.84 1.00 80,000 1.00 2.30 20,000 3.93 2.30 20,000 2.30 2.30 20,000 4.01 2.30 20,000 2.30 2.80 20,000 4.08 2.80 20,000 2.80 2.80 20,000 4.12 2.80 20,000 2.80 1.00 180,000 2.34 1.00 180,000 1.00 2.75 240,000 4.51 2.75 120,000 2.75 2.00 1,950,000 4.51 2.00 975,000 2.00 4.76 60,000 4.77 4.76 20,000 4.76 2.52 180,000 2.84 2.52 60,000 2.52 $ 0.50–4.76 5,070,000 5.45 $ 1.43 3,426,111 $ 1.25 Stock options granted to employee and director Employee and director stock option activities for the six months ended June 30, 2019 were as follows: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2018 2,280,000 $ 0.69 Granted 2,250,000 2.15 Terminated / Exercised - - Outstanding at June 30, 2019 4,530,000 $ 1.41 Options exercisable at June 30, 2019 3,006,111 $ 1.25 Options expected to vest 1,523,889 $ 1.75 The fair values of options granted to employee and director during the six months ended June 30, 2019 and 2018, respectively, were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Six Months Six Months Dividend rate 0 0 Terms (in years) 5.0 5.0 Volatility 149.74% -150.61 % 175.94% - 185.28% Risk-free interest rate 2.31% - 2.49% 2.25% - 2.78% The aggregate fair value of the options granted to employee and director during the six months ended June 30, 2019 was $5,956,574, of which, $1,510,545 and $2,935,484 for the three and six months ended June 30, 2019, respectively, has been reflected as compensation and related benefits on the accompanying unaudited condensed consolidated statements of operations because the options were fully earned and non-cancellable. The aggregate fair value of the options granted to employee and director during the six months ended June 30, 2018 was $337,523, of which, $79,193 and $151,480 for the three and six months ended June 30, 2018, respectively, has been reflected as compensation and related benefits on the accompanying unaudited condensed consolidated statements of operations because the options were fully earned and non-cancellable. As of June 30, 2019, the aggregate value of nonvested employee and director options was $3,507, 201, which will be amortized as stock-based compensation expense as the options are vesting, over the remaining 0.58 years. The aggregate intrinsic values of the employee and director stock options outstanding and the employee and director stock options exercisable at June 30, 2019 was $5,539,600 and $4,137,933, respectively. A summary of the status of the Company's nonvested employee and director stock options granted as of June 30, 2019 and changes during the six months ended June 30, 2019 is presented below: Number of Weighted Grant Date Fair Nonvested at December 31, 2018 722,222 $ 0.50 $ 902,779 Granted 2,250,000 2.15 5,956,574 Vested (1,448,333 ) (1.76 ) (3,352,152 ) Nonvested at June 30, 2019 1,523,889 $ 1.75 $ 3,507,201 Stock Options Granted to Non-employee Non-employee stock option activities for the six months ended June 30, 2019 were as follows: Number of Weighted Outstanding at December 31, 2018 560,000 $ 1.06 Granted 180,000 2.52 Exercised (200,000 ) 1.00 Outstanding at June 30, 2019 540,000 1.57 Options exercisable at June 30, 2019 420,000 $ 1.30 Options expected to vest - $ - The fair values of these non-employee options vested in six months ended June 30, 2019 and 2018, and nonvested non-employee options as of June 30, 2019 and 2018, respectively, were estimated using the Black-Scholes option-pricing model with the following assumptions: Six Months Ended Six Months Ended Dividend rate 0 0 Terms (in years) 3.00 – 5.00 2.51 - 3.0 Volatility 150.35% – 151.70% 172.87% - 188.29% Risk-free interest rate 2.28% - 2.51% 2.29% - 2.66% Stock-based compensation expense associated with stock options granted to non-employee is recognized as the stock options vest. The stock-based compensation expense related to non-employee will fluctuate as the fair value of the Company's common stock fluctuates. Stock-based compensation expense associated with stock options granted to non-employee amounted to $444,732 and $383,042 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the aggregate value of vested and nonvested non-employee options was $905,696, which will be amortized as stock-based compensation expense over the remaining 0. 33 years. The aggregate intrinsic values of the non-employee stock options outstanding and the non-employee stock options exercisable at June 30, 2019 was $557,900 and $548,800, respectively. A summary of the status of the Company's nonvested non-employee stock options granted as of June 30, 2019 and changes during the six months ended June 30, 2019 is presented below: Number of Weighted Fair Value at Nonvested at December 31, 2018 193,333 $ 1.12 Granted 180,000 2.52 Vested (193,333 ) (1.12 ) Forfeited - - Nonvested at June 30, 2019 180,000 $ 2.52 $ - In the three months ended June 30, 2019, the overall value of common stock granted at unit price below $3.50 and stock options granted at exercise price below $3.50 to non-employee is $490,098. |
Statutory Reserve
Statutory Reserve | 6 Months Ended |
Jun. 30, 2019 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE | NOTE 16 – STATUTORY RESERVE Avalon Shanghai and Beijing GenExosome operate in the PRC, are required to reserve 10% of their net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends. The Company did not make any appropriation to statutory reserve for Avalon Shanghai and Beijing GenExosome during the six months ended June 30, 2019 as they incurred net losses in the period. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 17 – NONCONTROLLING INTEREST As of June 30, 2019, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExsome, who owned 40% of the equity interests of GenExosome, which is not under the Company's control. The following is a summary of noncontrolling interest activities in the six months ended June 30, 2019 . Amount Noncontrolling interest at December 31, 2018 $ (862,200 ) Net loss attributable to noncontrolling interest (180,712 ) Foreign currency translation adjustment attributable to noncontrolling interest 702 Noncontrolling interest at June 30, 2019 $ (1,042,210 ) |
Restricted Net Assets
Restricted Net Assets | 6 Months Ended |
Jun. 30, 2019 | |
Restricted Net Assets [Abstract] | |
RESTRICTED NET ASSETS | NOTE 18 – RESTRICTED NET ASSETS A portion of the Company's operations are conducted through its PRC subsidiaries, which can only pay dividends out of their retained earnings determined in accordance with the accounting standards and regulations in the PRC and after they have met the PRC requirements for appropriation to statutory reserve. In addition, a portion of the Company's businesses and assets are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People's Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the People's Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers' invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company's PRC subsidiaries to transfer their net assets to the Parent Company through loans, advances or cash dividends. Schedule I of Article 5-04 of Regulation S-X requires the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant's proportionate share of net assets of its consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company in the form of loans, advances or cash dividends without the consent of a third party. The Company's PRC subsidiaries' net assets as of June 30, 2019 and December 31, 2018 did not exceed 25% of the Company's consolidated net assets. Accordingly, Parent Company's condensed financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X. |
Commitments and Contincengies
Commitments and Contincengies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 19 – COMMITMENTS AND CONTINCENGIES Operating Leases Beijing GenExosome Beijing Office Lease In March 2019, Beijing GenExosome signed an agreement to lease its office space under operating lease. Pursuant to the signed lease, the annual rent is RMB 7,000 (approximately $1,000). The term of this lease is one year commencing on March 15, 2019 and expires on March 14, 2020. For the three and six months ended June 30, 2019, rent expense related to the lease amounted to $255 and $510, respectively. Future minimum rental payment required under this operating lease is as follows: Year Ending June 30: Amount 2020 $ 680 Total $ 680 Avalon Shanghai Office Lease On January 19, 2017, Avalon Shanghai entered into a lease for office space in Beijing, China, with a third party (the "Beijing Office Lease"). Pursuant to the Beijing Office Lease, the monthly rent is RMB 50,586 (approximately $7,367) with a required security deposit of RMB 164,764 (approximately $23,994). In addition, Avalon Shanghai needs to pay monthly maintenance fees of RMB 4,336 (approximately $631). The term of the Beijing Office Lease is 26 months commencing on January 1, 2017 and expired on February 28, 2019 with two months of free rent in the months of December 2017 and February 2019. On December 27, 2018, Avalon Shanghai signed an extension for the lease with expiration date of February 29, 2020. For the three months ended June 30, 2019 and 2018, rent expense and maintenance fees related to the Beijing Office Lease amounted to approximately $20,000 and $23,000, respectively. For the six months ended June 30, 2019 and 2018, rent expense and maintenance fees related to the Beijing Office Lease amounted to approximately $42,000- and $49,000, respectively. Future minimum rental payment required under the Beijing Office Lease is as follows: Year Ending June 30: Amount 2020 $ 63,985 Total $ 63,985 Insurance Premium Financing Agreement On July 18, 2018, the Company entered into a financing agreement, providing for the issuance of a loan in the principal amount of $108,528. The term of the loan is for a period of 10 months from the execution of the agreement. The annual interest rate for the loan is 6.9%. All of financed amount is used to pay for Directors & Officers Insurance premium. At June 30, 2019 and December 31, 2018, the outstanding principal balance of the loan and related unpaid interest was $0 and $45,088, respectively, which was included in the accrued liabilities and other payables on the accompanying consolidated balance sheets. Equity Investment Commitment On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. ("Unicorn"), pursuant to which a company named Epicon Biotech Co., Ltd. ("Epicon") was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of June 30, 2019, Avalon Shanghai has contributed RMB 3,000,000 (approximately $0.4 million) that was included in equity method investment on the accompanying consolidated balance sheets. Avalon Shanghai intends to use its present working capital together with loans/borrowings/equity raise to fund the project cost. Joint Venture – AVAR BioTherapeutics (China) Co. Ltd. On October 23, 2018, Avactis Biosciences, Inc. ("Avactis"), a wholly-owned subsidiary of the Company, and Arbele Limited ("Arbele") agreed to the establishment of AVAR BioTherapeutics (China) Co. Ltd. ("AVAR"), a Sino-foreign equity joint venture, pursuant to an Equity Joint Venture Agreement (the "AVAR Agreement"), which will be owned 60% by Avactis and 40% by Arbele. The purpose and business scope of the Joint Venture is to research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy in China. Avactis is required to contribute USD $10 million (or equivalent in RMB) in cash and/or services, which shall be contributed in tranches based on milestones to be determined jointly by AVAR and Avactis in writing subject to Avactis' cash reserves. Within 30 days, Arbele shall make contribution of USD $6.66 million in the form of entering into a License Agreement with AVAR granting AVAR with an exclusive right and license in China to its technology and intellectual property pertaining to CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology and any additional technology developed in the future with terms and conditions to be mutually agreed upon Avactis and AVAR and services. In addition, Avactis is responsible for: ● Contributing registered capital of RMB 5,000,000 (approximately $730,000) for working capital purposes as required by local regulation, which is not required to be contributed immediately and will be contributed subject to Avactis' discretion; ● assist AVAR in setting up its business operations and obtaining all required permits and licenses from the Chinese government; ● assisting AVAR in recruiting, hiring and retaining personnel; ● providing AVAR with access to various hospital networks in China to assist in the testing and commercialization of the CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology in China; ● assisting AVAR in managing the Good Manufacturing Practices (GMP) facility and clinic to be developed by AVAR; ● providing AVAR with advice pertaining to conducting clinicals in China; and ● Within 6 days of signing the AVAR Agreement, Avactis is required to pay to Arbele $300,000 as a research and development fee with an additional two payments of $300,000 (for a total of $900,000) to be paid upon mutually agreed upon milestones. Under AVAR Agreement, Arbele shall be responsible for the following: ● Entering into a License Agreement with AVAR; and ● Providing AVAR with research and development expertise pertaining to clinical laboratory medicine when hired by AVAR. As of the date of this report, Avactis has paid $600,000 to Arbele as research and development fee, AVAR is in process of being established and the License Agreement has not been finalized. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 20 – SEGMENT INFORMATION For the three and six months ended June 30, 2019 and 2018, the Company operated in three reportable business segments - (1) the real property operating segment, (2) the medical related consulting services segment, and (3) the performing development services for hospitals and other customers and sales of developed products to hospitals and other customers segment. The Company's reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the three and six months ended June 30, 2019 and 2018 was as follows : Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, Revenues Real property operating $ 264,889 $ 278,872 $ 531,515 $ 575,495 Medical related consulting services – related party 111,434 141,996 125,694 141,996 Development services and sales of developed products 23,404 75,225 26,682 86,515 399,727 496,093 683,891 804,006 Depreciation and amortization Real property operating 40,780 32,625 81,561 65,249 Medical related consulting services 4,766 3,991 7,706 7,997 Development services and sales of developed products 100,443 87,980 195,853 174,729 145,989 124,596 285,120 247,975 Interest expense Real property operating 8,819 24,932 32,877 261,918 Medical related consulting services - - - - Development services and sales of developed products - - - - 8,819 24,932 32,877 261,918 Net income (loss) Real property operating (3,690 ) 5,617 (102,379 ) (232,083 ) Medical related consulting services (54,627 ) 16,456 (244,697 ) (157,018 ) Development services and sales of developed products (230,406 ) (196,896 ) (478,188 ) (297,028 ) Other (a) (4,150,100 ) (1,168,992 ) (8,118,488 ) (2,208,655 ) $ (4,438,823 ) $ (1,343,815 ) $ (8,943,752 ) $ (2,894,784 ) Identifiable long-lived tangible assets at June 30, 2019 and December 31, 2018 June 30, December 31, 2018 Real property operating $ 7,810,549 $ 7,898,224 Medical related consulting services 3,417 6,852 Development services and sales of developed products 371,489 224,364 $ 8,185,455 $ 8,129,440 Identifiable long-lived tangible assets at June 30, 2019 and December 31, 2018 June 30, December 31, 2018 United States $ 7,907,804 $ 7,898,806 China 277,651 230,634 $ 8,185,455 $ 8,129,440 (a) The Company does not allocate any interest expense and general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 21 – CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company's revenues for the three and six months ended June 30, 2019 and 2018. Three Months Ended Six Months Ended Customer 2019 2018 2019 2018 A (Beijing Daopei, a related party) 14.0 % 29 % 8.2 % 18 % B (Hebei Daopei, a related party) 13.9 % 16 % 8.1 % 20 % C 20.2 % 11 % 23.8 % 13 % D 13.5 % * 15.9 % 11 % * Less than 10% Three customers, whose outstanding receivable accounted for 10% or more of the Company's total outstanding accounts receivable and accounts receivable – related party and tenants receivable at June 30, 2019, accounted for 83.5% of the Company's total outstanding accounts receivable and accounts receivable – related party and tenants receivable at June 30, 2019. Two customers, whose outstanding receivable accounted for 10% or more of the Company's total outstanding accounts receivable and accounts receivable – related party and tenants receivable at December 31, 2018, accounted for 56.0% of the Company's total outstanding accounts receivable and accounts receivable – related party and tenants receivable at December 31, 2018. Suppliers Four suppliers accounted for 10% or more of the Company's purchase during the three and six months ended June 30, 2019. Three suppliers accounted for 10% or more of the Company's purchase during the three and six months ended June 30, 2018. Four suppliers, whose outstanding payable accounted for 10% or more of the Company's total outstanding accounts payable at June 30, 2019, accounted for 87.5% of the Company's total outstanding accounts payable at June 30, 2019. Three supplier, whose outstanding payable accounted for 10% or more of the Company's total outstanding accounts payable at December 31, 2018, accounted for 95.5% of the Company's total outstanding accounts payable at December 31, 2018. Concentrations of Credit Risk At June 30, 2019 and December 31, 2018, cash balances in the PRC are $640,253 and $1,216,485, respectively, are uninsured. The Company has not experienced any losses in PRC bank accounts and believes it is not exposed to any risks on its cash in PRC bank accounts. The Company maintains its cash in United States bank and financial institution deposits that at times may exceed federally insured limits. At June 30, 2019 and December 31, 2018, the Company's cash balances in United States bank accounts had approximately $2,761,051 and $239,000 in excess of the federally-insured limits, respectively. The Company has not experienced any losses in its United States bank accounts through and as of the date of this report. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of the filing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and six months ended June 30, 2019 and 2018 include the allowance for doubtful accounts, reserve for obsolete inventory, the useful life of property and equipment and investment in real estate and intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation . |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification ("ASC") 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows : ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data ● Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, tenants receivable, security deposit, inventory, prepaid expenses and other current assets, accounts payable, accrued liabilities and other payables, accrued liabilities and other payables – related parties, deferred rental income, loan payable, interest payable, interest payable – related party, Value Added Tax ("VAT") and other taxes payable, tenants' security deposit, and due to related party, approximate their fair market value based on the short-term maturity of these instruments . At June 30, 2019 and December 31, 2018, intangible assets were measured at fair value on a nonrecurring basis as shown in the following tables. Quoted Price in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at Impairment Loss Patents and other technologies $ - $ - $ 1,091,903 $ 1,091,903 $ - Quoted Price in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Impairment Patents and other technologies $ - $ - $ 1,255,689 $ 1,255,689 $ - |
Cash | Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At June 30, 2019 and December 31, 2018, cash balances in PRC are $640,253 and $1,216,485, respectively. Since March 31, 2015, balances at financial institutions and state-owned banks within the PRC are covered by insurance up to RMB 500,000 (USD 73,678) per bank. At June 30, 2019 and December 31, 2018, cash balances in United States are $2,761,051 and $1,035,802, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Concentrations of Credit Risk | Concentrations of Credit Risk Currently, a portion of the Company's operations are carried out in PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, trade accounts receivable and tenants receivable. A portion of the Company's cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A portion of the Company's sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable and tenants receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At June 30, 2019 and December 31, 2018, the Company's cash balances by geographic area were as follows: Country: June 30, 2019 December 31, 2018 United States $ 2,761,051 81.2 % $ 1,035,802 46.0 % China 640,253 18.8 % 1,216,485 54.0 % Total cash $ 3,401,304 100.0 % $ 2,252,287 100.0 % |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer's historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at June 30, 2019 and December 31, 2018. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. |
Tenants Receivable and Allowance for Doubtful Accounts | Tenants Receivable and Allowance for Doubtful Accounts Tenants receivable are presented net of an allowance for doubtful accounts. Tenants receivable balance consist of base rents, tenant reimbursements and receivables arising from straight-lining of rents primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company's revenue recognition policy. An allowance for the uncollectible portion of tenant receivable is determined based upon an analysis of the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the tenants receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its tenants receivable at June 30, 2019 and December 31, 2018. |
Inventory | Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventory may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record a write down in inventory for the difference between the cost and the lower of cost or estimated net realizable value. The reserve and write down are recorded based on estimates. The Company determined that certain raw material and finished goods were impaired and has written off a total of $10,074 in the six months ended June 30, 2019, as compared to none in the six months ended June 30, 2018. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Investment in Real Estate and Depreciation | Investment in Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. Real estate depreciation expense was $39,962 and $31,806 for the three months ended June 30, 2019 and 2018, respectively . Real estate depreciation expense was $79,923 and $63,611 for the six months ended June 30, 2019 and 2018, respectively |
Intangible Assets | Intangible Assets Intangible assets consist of patents and other technologies. Patents and other technologies are being amortized on a straight-line method over the estimated useful life of 5 years. |
Investment in Unconsolidated Company - Epicon Biotech Co., Ltd. | Investment in Unconsolidated Company – Epicon Biotech Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 9 for discussion of equity method investment. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. The Company did not record any impairment charge for the three and six months ended June 30, 2019 and 2018 as there was no impairment indicator noted as of the filing date of this report. |
Deferred Rental Income | Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of June 30, 2019 and December 31, 2018, deferred rental income totaled $13,786 and $14,136, respectively. |
Value Added Tax | Value Added Tax Avalon Shanghai and Beijing GenExosome are subject to a value added tax ("VAT") for providing medical related consulting services and performing development services and sales of developed products. The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of medical related consulting services provided and the invoiced amount of development services provided and sales of developed products (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC's value added tax for all the periods presented in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company began recognizing revenue under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective transition method. The impact of adopting the new revenue standard was not material to the Company's consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606's definition of a "distinct" goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity's promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Types of revenue: ● Rental revenue from leasing commercial property under operating leases with terms of generally three years or more. ● Service fees under consulting agreements with related parties to provide medical related consulting services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment. ● Service fees under agreements to perform development services for hospitals and other customers. The Company does not perform contracts that are contingent upon successful results. ● Sales of developed products to hospitals and other customers. Revenue recognition criteria: ● The Company recognizes rental revenue from its commercial leases on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivable consists of the difference between the tenants' rents calculated on a straight-line basis from the date of lease commencement over the remaining terms of the related leases and the tenants' actual rents due under the lease agreements and is included in tenants receivable in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred. ● The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its service offerings is recognized as the services are performed. ● Revenue from development services performed under written contracts is recognized as services are provided. ● Revenue from sales of developed items to hospitals and other customers is recognized when items are shipped to customers and titles are transferred. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. |
Office Lease | Office Lease When a lease contains "rent holidays", the Company records rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount charged to expense and the amount payable under the lease is recorded as prepaid expenses in the consolidated balance sheets. The Company begins recording rent expense on the lease possession date . |
Real Property Operating Expenses | Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company's rental properties. |
Medical Related Consulting Services Costs | Medical Related Consulting Services Costs Costs of medical related consulting services includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Subcontractor costs were costs related to medical related consulting services incurred by our subcontractor, such as medical professional's compensation and travel costs. |
Development Services and Sales of Developed Products Costs | Development Services and Sales of Developed Products Costs Costs of development services and sales of developed items includes inventory costs, materials and supplies costs, depreciation, internal labor and related benefits, other overhead costs and shipping and handling costs incurred. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in cost of sales. For the three months ended June 30, 2019 and 2018, shipping and handling costs amounted to $0 and $0, respectively. For the six months ended June 30, 2019 and 2018, shipping and handling costs amounted to $0 and $25, respectively. |
Research and Development | Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense in the amount of $949,711 and $263 for the three months ended June 30, 2019 and 2018, respectively. The Company incurred research and development expense in the amount of $1,102,171 and $263 for the six months ended June 30, 2019 and 2018, respectively. |
Advertising Costs | Advertising Costs All costs related to advertising are expensed as incurred. For the three and six months ended June 30, 2019, advertising costs amounted to $ 221,222 and $465,822, respectively. We did not incur any advertising expense during the three and six months ended June 30, 2018. |
Stock-based Compensation | Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company periodically issues common stock, warrants and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, "Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of June 30, 2019 and December 31, 2018, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2018, 2017 and 2016. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of June 30, 2019 and December 31, 2018. In December 2017, the United States Government passed new tax legislation that, among other provisions, lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have, the legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on the balance sheet. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the balance sheet. However, when the Company becomes profitable, the Company will receive a reduced benefit from such deferred tax assets. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, GenExosome, and Avactis, is the U.S. dollar and the functional currency of Avalon Shanghai and Beijing GenExosome, is the Chinese Renminbi ("RMB"). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company's revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2019 and December 31, 2018 were translated at 6,8668 RMB to $1.00 and at 6.8785 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the six months ended June 30, 2019 and 2018 were 6.7863 RMB and 6.3701 RMB to $1.00, respectively. Cash flows from the Company's operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and six months ended June 30, 2019 and 2018 consisted of net loss and unrealized gain from foreign currency translation adjustment. |
Per Share Data | Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share are computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table presents a reconciliation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock $ ( 4,357,224 ) $ (1,294,394 ) $ ( 8,763,040 ) $ (2,775,973 ) Weighted average common stock outstanding - basic and diluted 75,183,354 71,979,678 74,437,336 71,122,356 Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $ (0.06 ) $ (0.02 ) $ (0.12 ) $ (0.04 ) The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Six Months Ended 2019 2018 2019 2018 Stock options 5,070,000 2,610,000 5,070,000 2,610,000 Warrants 1,714,288 578,891 1,714,288 578,891 Potentially dilutive securities 6,784,288 3,188,891 6,784,288 3,188,891 |
Business Acquisition | Business Acquisition The Company accounts for business acquisition in accordance with ASC No. 805, Business Combinations. The assets acquired and liabilities assumed from the acquired business are recorded at fair value, with the residual of the purchase price recorded as goodwill. The result of operations of the acquired business is included in the Company's operating result from the date of acquisition. |
Non-controlling Interest | Non-controlling Interest As of June 30, 2019, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExosome, who owned 40% of the equity interests of GenExosome, which is not under the Company's control . |
Segment reporting | Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer ("CEO") and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company has determined that it has three reportable business segments: real property operating segment, medical related consulting services segment, and development services and sales of developed products segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions . |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Reverse Stock Split | Reverse Stock Split The Company effected a one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split . |
Fiscal Year End | Fiscal Year End The Company has adopted a fiscal year end of December 31st . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases", ("ASU 842") which amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods . The Company adopted ASU 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASU 840. The Company elected the transition relief package of practical expedients, and as a result, the Company did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less, as well as the land easement practical expedient for maintaining its current accounting policy for existing or expired land easements . In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Equity - Equity-Based Payments to Non-Employees In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company's subsidiaries consolidated financial statements | Name of Subsidiaries Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. ("AHS") Delaware May 18, 2015 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") Avalon (BVI) Ltd. ("Avalon BVI") British Virgin Island January 23, 2017 100% held by AVCO Dormant, is in process of being dissolved Avalon RT 9 Properties LLC ("Avalon RT 9") New Jersey February 7, 2017 100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. ("Avalon Shanghai") PRC April 29, 2016 100% held by AHS Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China GenExosome Technologies Inc. ("GenExosome") Nevada July 31, 2017 60% held by AVCO Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets Beijing Jieteng (GenExosome) Biotech Co., Ltd. ("Beijing GenExosome") PRC August 7, 2015 100% held by GenExosome Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China Avactis Biosciences Inc. ("Avactis") Nevada July 18, 2018 100% held by AVCO Integrate and optimize global scientific and clinical resources to further advance cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others to treat certain cancers International Exosome Association LLC Delaware June 13, 2019 100% held by AVCO Provides development services for hospitals and other customers and sells developed items in USA |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of fair value on a nonrecurring basis | Quoted Price in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at Impairment Loss Patents and other technologies $ - $ - $ 1,091,903 $ 1,091,903 $ - Quoted Price in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, Impairment Patents and other technologies $ - $ - $ 1,255,689 $ 1,255,689 $ - |
Schedule of cash balances by geographic area | Country: June 30, 2019 December 31, 2018 United States $ 2,761,051 81.2 % $ 1,035,802 46.0 % China 640,253 18.8 % 1,216,485 54.0 % Total cash $ 3,401,304 100.0 % $ 2,252,287 100.0 % |
Schedule of reconciliation of basic and diluted net loss per share | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock $ (4,357,224 ) $ (1,294,394 ) $ (8,763,040 ) $ (2,775,973 ) Weighted average common stock outstanding - basic and diluted 75,183,354 71,979,678 74,437,336 71,122,356 Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $ (0.06 ) $ (0.02 ) $ (0.12 ) $ (0.04 ) |
Schedule of the effect of including these potential shares was antidilutive | Three Months Ended Six Months Ended 2019 2018 2019 2018 Stock options 5,070,000 2,610,000 5,070,000 2,610,000 Warrants 1,714,288 578,891 1,714,288 578,891 Potentially dilutive securities 6,784,288 3,188,891 6,784,288 3,188,891 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | June 30, December 31, 2018 Raw material $ 12,553 $ 12,953 Finished goods 448 41 13,001 12,994 Less: reserve for obsolete inventory - - $ 13,001 $ 12,994 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | June 30, December 31, Prepaid professional fees $ 279,433 $ 607,833 Prepaid research and development service fees 3,609 300,000 Prepaid insurance expense 4,640 72,352 Prepaid listing fee 61,667 - Prepaid dues and subscriptions 12,500 70,000 Other 58,624 96,290 $ 420,473 $ 1,146,475 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful life June 30, December 31, Laboratory equipment 5 Years $ 422,976 $ 258,345 Office equipment and furniture 3 – 10 Years 36,791 35,627 Leasehold improvement Shorter of useful life or lease term - 24,446 459,767 318,418 Less: accumulated depreciation (84,861 ) (68,863 ) $ 374,906 $ 249,555 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Summary of investment in real estate | Useful life June 30, 2019 December 31, 2018 Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 402,094 391,506 8,110,665 8,100,077 Less: accumulated depreciation (300,116 ) (220,192 ) $ 7,810,549 $ 7,879,885 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful Life June 30, 2019 December 31, 2018 Patents and other technologies 5 Years $ 1,583,260 $ 1,583,260 Less: accumulated amortization (491, 357 ) (327,571 ) $ 1,091,903 $ 1,255,689 |
Schedule of amortization of intangible assets | Year ending June 30: Amortization amount 2020 $ 327,571 2021 327,571 2022 327,571 2023 109,190 $ 1,091,903 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of financial information | June 30, December 31, Current assets $ 48,033 $ 301,714 Noncurrent assets 204,181 7,015 Current liabilities 38 38 Noncurrent liabilities - - Equity 252,177 308,691 For the Three Months Ended For the Six Months Ended Net revenue $ - $ - Gross profit - - Loss from operation 25,861 57,717 Net loss 25,861 57,717 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | June 30, December 31, Accrued payroll liability $ 109,318 $ 529,472 Accrued professional fees 484,453 166,077 Lab equipment purchase payable - Insurance payable 45,088 Accrued dues and subscriptions 82,776 42,500 Other 70,799 76,213 $ 747,346 $ 859,350 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of revenue from related parties | Three Months Ended Six Months Ended 2019 2018 2019 2018 Medical related consulting services provided to: Beijing Daopei (1) $ 41,648 $ 141,996 $ 55,908 $ 141,996 Shanghai Daopei (2) 14,180 - 14,180 - Hebei Daopei (3) 55,606 - 55,606 - $ 111,434 $ 141,996 $ 125,694 $ 141,996 (1) Beijing Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. (2) Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. (3) Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at 2019 Range of Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at June 30, 2019 Weighted Average Exercise Price $ 0.50 2,000,000 7.62 $ 0.50 1,611,111 $ 0.50 1.49 60,000 2.83 1.49 60,000 1.49 1.00 50,000 3.34 1.00 50,000 1.00 1.00 80,000 1.34 1.00 80,000 1.00 2.50 110,000 3.51 2.50 110,000 2.50 1.00 80,000 1.84 1.00 80,000 1.00 2.30 20,000 3.93 2.30 20,000 2.30 2.30 20,000 4.01 2.30 20,000 2.30 2.80 20,000 4.08 2.80 20,000 2.80 2.80 20,000 4.12 2.80 20,000 2.80 1.00 180,000 2.34 1.00 180,000 1.00 2.75 240,000 4.51 2.75 120,000 2.75 2.00 1,950,000 4.51 2.00 975,000 2.00 4.76 60,000 4.77 4.76 20,000 4.76 2.52 180,000 2.84 2.52 60,000 2.52 $ 0.50–4.76 5,070,000 5.45 $ 1.43 3,426,111 $ 1.25 |
Stock options granted to employee and director [Member] | |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2018 2,280,000 $ 0.69 Granted 2,250,000 2.15 Terminated / Exercised - - Outstanding at June 30, 2019 4,530,000 $ 1.41 Options exercisable at June 30, 2019 3,006,111 $ 1.25 Options expected to vest 1,523,889 $ 1.75 |
Schedule of fair value of the options using the Black-Scholes option-pricing model | Six Months Six Months Dividend rate 0 0 Terms (in years) 5.0 5.0 Volatility 149.74% -150.61 % 175.94% - 185.28% Risk-free interest rate 2.31% - 2.49% 2.25% - 2.78% |
Schedule of non vested stock option activities | Number of Weighted Grant Date Fair Nonvested at December 31, 2018 722,222 $ 0.50 $ 902,779 Granted 2,250,000 2.15 5,956,574 Vested (1,448,333 ) (1.76 ) (3,352,152 ) Nonvested at June 30, 2019 1,523,889 $ 1.75 $ 3,507,201 |
Non Employee Stock Option [Member] | |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2018 560,000 $ 1.06 Granted 180,000 2.52 Exercised (200,000 ) 1.00 Outstanding at June 30, 2019 540,000 1.57 Options exercisable at June 30, 2019 420,500 $ 1.30 Options expected to vest - $ - |
Schedule of fair value of the options using the Black-Scholes option-pricing model | Six Months Ended Six Months Ended Dividend rate 0 0 Terms (in years) 3.00 – 5.00 2.51 - 3.0 Volatility 150.35% – 151.70% 172.87% - 188.29% Risk-free interest rate 2.28% - 2.51% 2.29% - 2.66% |
Schedule of non vested stock option activities | Number of Weighted Fair Value at Nonvested at December 31, 2018 193,333 $ 1.12 Granted 180,000 2.52 Vested (193,333 ) (1.12 ) Forfeited - - Nonvested at June 30, 2019 180,000 $ 2.52 $ - |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Summary of noncontrolling interest activities | Amount Noncontrolling interest at December 31, 2018 $ (862,200 ) Net loss attributable to noncontrolling interest (180,712 ) Foreign currency translation adjustment attributable to noncontrolling interest 702 Noncontrolling interest at June 30, 2019 $ (1,042,210 ) |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Beijing GenExosome Beijing Office Lease [Member] | |
Schedule of future minimum rental payment for operating lease | Year Ending June 30: Amount 2020 $ 680 Total $ 680 |
Avalon Shanghai Office Lease [Member] | |
Schedule of future minimum rental payment for operating lease | Year Ending June 30: Amount 2020 $ 63,985 Total $ 63,985 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, Revenues Real property operating $ 264,889 $ 278,872 $ 531,515 $ 575,495 Medical related consulting services – related party 111,434 141,996 125,694 141,996 Development services and sales of developed products 23,404 75,225 26,682 86,515 399,727 496,093 683,891 804,006 Depreciation and amortization Real property operating 40,780 32,625 81,561 65,249 Medical related consulting services 4,766 3,991 7,706 7,997 Development services and sales of developed products 100,443 87,980 195,853 174,729 145,989 124,596 285,120 247,975 Interest expense Real property operating 8,819 24,932 32,877 261,918 Medical related consulting services - - - - Development services and sales of developed products - - - - 8,819 24,932 32,877 261,918 Net income (loss) Real property operating (3,690 ) 5,617 (102,379 ) (232,083 ) Medical related consulting services (54,627 ) 16,456 (244,697 ) (157,018 ) Development services and sales of developed products (230,406 ) (196,896 ) (478,188 ) (297,028 ) Other (a) (4,150,100 ) (1,168,992 ) (8,118,488 ) (2,208,655 ) $ (4,438,823 ) $ (1,343,815 ) $ (8,943,752 ) $ (2,894,784 ) Identifiable long-lived tangible assets at June 30, 2019 and December 31, 2018 June 30, December 31, 2018 Real property operating $ 7,810,549 $ 7,898,224 Medical related consulting services 3,417 6,852 Development services and sales of developed products 371,489 224,364 $ 8,185,455 $ 8,129,440 Identifiable long-lived tangible assets at June 30, 2019 and December 31, 2018 June 30, December 31, 2018 United States $ 7,907,804 $ 7,898,806 China 277,651 230,634 $ 8,185,455 $ 8,129,440 (a) The Company does not allocate any interest expense and general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of customers | Three Months Ended Six Months Ended Customer 2019 2018 2019 2018 A (Beijing Daopei, a related party) 14.0 % 29 % 8.2 % 18 % B (Hebei Daopei, a related party) 13.9 % 16 % 8.1 % 20 % C 20.2 % 11 % 23.8 % 13 % D 13.5 % * 15.9 % 11 % * Less than 10% |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Organization and Nature of Operations (Textual) | |
Percentage of Ownership | 40.00% |
Avalon Healthcare System, Inc. [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | Delaware |
Date of Incorporation | May 18, 2015 |
Percentage of Ownership | 100.00% |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") |
Avalon (BVI) Ltd. [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | British Virgin Island |
Date of Incorporation | Jan. 23, 2017 |
Percentage of Ownership | 100.00% |
Principal Activities | Dormant, is in process of being dissolved |
Avalon RT 9 Properties LLC [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | New Jersey |
Date of Incorporation | Feb. 7, 2017 |
Percentage of Ownership | 100.00% |
Principal Activities | Owns and operates an income-producing real property and holds and manages the corporate headquarters |
Avalon (Shanghai) Healthcare Technology Co., Ltd. | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | PRC |
Date of Incorporation | Apr. 29, 2016 |
Percentage of Ownership | 100.00% |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China |
GenExosome Technologies Inc. [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | Nevada |
Date of Incorporation | Jul. 31, 2017 |
Percentage of Ownership | 60.00% |
Principal Activities | Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets |
Beijing Jieteng (GenExosome) Biotech Co., Ltd. [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | PRC |
Date of Incorporation | Aug. 7, 2015 |
Percentage of Ownership | 100.00% |
Principal Activities | Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China |
Avactis Biosciences Inc. [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | Nevada |
Date of Incorporation | Jul. 18, 2018 |
Percentage of Ownership | 100.00% |
Principal Activities | Integrate and optimize global scientific and clinical resources to further advance cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others to treat certain cancers |
International Exosome Association LLC [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | Delaware |
Date of Incorporation | Jun. 13, 2019 |
Percentage of Ownership | 100.00% |
Principal Activities | Provides development services for hospitals and other customers and sells developed items in USA |
Organization and Nature of Op_4
Organization and Nature of Operations (Details Textual) - USD ($) | 1 Months Ended | |||
Oct. 25, 2017 | Oct. 19, 2016 | Oct. 18, 2016 | Jun. 30, 2019 | |
Organization and Nature of Operations (Textual) | ||||
Reverse split ratio | 1:4 | |||
Ownership percentage | 40.00% | |||
Avalon Healthcare System, Inc. [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Business acquired percentage | 100.00% | |||
Exchange for common stock | 50,000,000 | |||
Percentage of capital stock | 100.00% | |||
Ownership percentage | 100.00% | |||
GenExosome Technologies Inc. [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Acquired shares | 600 | |||
Consideration amount | $ 1,326,087 | |||
Common stock shares | 500,000 | |||
Ownership percentage | 60.00% | |||
Consideration of cash payment amount | $ 450,000 | |||
GenExosome Technologies Inc. [Member] | Asset Purchase Agreement [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Ownership percentage | 60.00% | |||
Dr. Zhou [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Consideration amount | $ 876,087 | |||
Common stock shares | 500,000 | |||
Ownership percentage | 40.00% | |||
Common stock issued | 400 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Basis of Presentation and Going Concern (Textual) | |||||
Accumulated deficit | $ (20,054,816) | $ (20,054,816) | $ (11,291,776) | ||
Net loss | $ (4,438,823) | $ (1,343,815) | (8,943,752) | $ (2,894,784) | |
Negative cash flow from operating activities | $ 3,920,258 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Patents and other technologies [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Total | $ 1,091,903 | $ 1,255,689 |
Impairment loss | ||
Quoted Price in Active Markets for Identical Assets (Level 1) | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total | $ 1,091,903 | $ 1,255,689 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Percentage of concentrations of credit risk | 10.00% | 10.00% | |
Cash [Member] | |||
Total cash | $ 3,401,304 | $ 3,401,304 | $ 2,252,287 |
Percentage of concentrations of credit risk | 100.00% | 100.00% | |
United States [Member] | Cash [Member] | |||
Total cash | 2,761,051 | $ 2,761,051 | $ 1,035,802 |
Percentage of concentrations of credit risk | 81.20% | 46.00% | |
China [Member] | Cash [Member] | |||
Total cash | $ 640,253 | $ 640,253 | $ 1,216,485 |
Percentage of concentrations of credit risk | 18.80% | 54.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock | $ (4,357,224) | $ (1,294,394) | $ (8,763,040) | $ (2,775,973) |
Weighted average common stock outstanding - basic and diluted | 75,183,354 | 71,979,678 | 74,437,336 | 71,122,356 |
Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted | $ (0.06) | $ (0.02) | $ (0.12) | $ (0.04) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Potentially dilutive securities | 6,784,288 | 3,188,891 | 6,784,288 | 3,188,891 |
Stock options [Member] | ||||
Potentially dilutive securities | 5,070,000 | 2,610,000 | 5,070,000 | 2,610,000 |
Warrant [Member] | ||||
Potentially dilutive securities | 1,714,288 | 578,891 | 1,714,288 | 578,891 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2017 | Oct. 18, 2016 | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2015CNY (¥) | |
Summary of Significant Accounting Policies (Textual) | |||||||||
Real estate depreciation expense | $ 39,962 | $ 31,806 | $ 79,923 | $ 63,611 | |||||
Straight-line method over the estimated useful life | 5 years | ||||||||
Deferred rental income | 13,786 | $ 13,786 | $ 14,136 | ||||||
Shipping and handling costs | 0 | 0 | 0 | 25 | |||||
Research and development expense | 949,711 | $ 263 | 1,102,171 | $ 263 | |||||
Advertising costs | $ 221,222 | $ 465,822 | |||||||
Equity interests ownership percentage | 40.00% | 40.00% | |||||||
Reverse split ratio | The Company effected a one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. | ||||||||
Asset and liability accounts translated | 1 | 1 | 1 | ||||||
Average translation rates | 1 | 1 | |||||||
CNY [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Asset and liability accounts translated | 6.8668 | 6.8668 | 6.8785 | ||||||
Average translation rates | 6.7863 | 6.3701 | |||||||
Minimum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Corporate tax rate | 21.00% | ||||||||
Maximum [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Corporate tax rate | 35.00% | ||||||||
PRC [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Covered by insurance up to | $ 73,678 | ||||||||
PRC [Member] | CNY [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Covered by insurance up to | ¥ | ¥ 500,000 | ||||||||
Cash [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Cash | $ 3,401,304 | $ 3,401,304 | $ 2,252,287 | ||||||
Cash [Member] | PRC [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Cash | 640,253 | 640,253 | 1,216,485 | ||||||
Cash [Member] | United States [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Cash | $ 2,761,051 | $ 2,761,051 | $ 1,035,802 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 12,553 | $ 12,953 |
Finished goods | 448 | 41 |
Inventory, Gross | 13,001 | 12,994 |
Less: reserve for obsolete inventory | ||
Inventory net | $ 13,001 | $ 12,994 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid professional fees | $ 279,433 | $ 607,833 |
Prepaid research and development service fees | 3,609 | 300,000 |
Prepaid insurance expense | 4,640 | 72,352 |
Prepaid listing fee | 61,667 | |
Prepaid dues and subscriptions | 12,500 | 70,000 |
Other | 58,624 | 96,290 |
Total prepaid expenses and other | $ 420,473 | $ 1,146,475 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment, Gross | $ 459,767 | $ 459,767 |
Less: accumulated depreciation | (84,861) | (84,861) |
Property, Plant and Equipment, Net | 374,906 | 249,555 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 422,976 | $ 258,345 |
Useful life | 5 years | 5 years |
Leasehold improvement [Member] | ||
Property, Plant and Equipment, Gross | $ 24,446 | |
Useful lives | Shorter of useful life or lease term | Shorter of useful life or lease term |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment, Gross | $ 36,791 | $ 35,627 |
Office Equipment and Furniture [Member] | Minimum [Member] | ||
Useful life | 3 years | 3 years |
Office Equipment and Furniture [Member] | Maximum [Member] | ||
Useful life | 10 years | 10 years |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 23,508 | $ 10,897 | $ 40,785 | $ 20,578 |
Other Operating Expenses [Member] | ||||
Property and Equipment (Textual) | ||||
Depreciation expense | 5,560 | 4,214 | 8,662 | 9,308 |
Real Property Operating Expense [Member] | ||||
Property and Equipment (Textual) | ||||
Depreciation expense | 818 | 819 | 1,637 | 1,638 |
Cost of Development Services and Sales of Developed Products [Member] | ||||
Property and Equipment (Textual) | ||||
Depreciation expense | $ 17,130 | $ 5,864 | $ 30,485 | $ 9,632 |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investment in real estate, Gross | $ 8,110,665 | $ 8,100,077 |
Less: accumulated depreciation | (300,116) | (220,192) |
Investment in real estate, net | $ 7,810,549 | $ 7,879,885 |
Commercial real property building [Member] | ||
Useful life | 39 years | 39 years |
Investment in real estate, Gross | $ 7,708,571 | $ 7,708,571 |
Improvement [Member] | ||
Useful life | 12 years | 12 years |
Investment in real estate, Gross | $ 402,094 | $ 391,506 |
Investment in Real Estate (De_2
Investment in Real Estate (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Real property operating [Member] | ||||
Investment in Real Estate (Textual) | ||||
Depreciation expense | $ 39,962 | $ 31,806 | $ 79,923 | $ 63,611 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Useful Life of patents and other technologies | 5 years | |
Patents and other technologies | $ 1,583,260 | $ 1,583,260 |
Less: accumulated amortization | (491,357) | (327,571) |
Intangible assets net | $ 1,091,903 | $ 1,255,689 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 327,571 |
2021 | 327,571 |
2022 | 327,571 |
2023 | 109,190 |
Intangible Assets Net | $ 1,091,903 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 81,893 | $ 81,893 | $ 163,786 | $ 163,786 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Equity Method Investment Financial Information [Abstract] | |||
Current assets | $ 48,033 | $ 48,033 | $ 301,714 |
Noncurrent assets | 204,181 | 204,181 | 7,015 |
Current liabilities | 38 | 38 | 38 |
Noncurrent liabilities | |||
Equity | 252,177 | 252,177 | $ 308,691 |
Net revenue | |||
Gross profit | |||
Loss from operation | 25,861 | 57,717 | |
Net loss | $ 25,861 | $ 57,717 |
Equity Method Investment (Det_2
Equity Method Investment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Equity Method Investment (Textual) | |||||
Equity method investment amounted | $ 363,002 | $ 363,002 | $ 385,162 | ||
Total ownership percentage | 40.00% | 40.00% | |||
Net loss | $ 10,344 | $ 23,087 | |||
Jiangsu Unicorn Biological Technology Co., Ltd. [Member] | |||||
Equity Method Investment (Textual) | |||||
Total ownership percentage | 60.00% | 60.00% | |||
Other Unrelated Company [Member] | |||||
Equity Method Investment (Textual) | |||||
Total ownership percentage | 40.00% | 40.00% |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued payroll liability | $ 109,318 | $ 529,472 |
Accrued professional fees | 484,453 | 166,077 |
Lab equipment purchase payable | ||
Insurance payable | 45,088 | |
Accrued dues and subscriptions | 82,776 | 42,500 |
Other | 70,799 | 76,213 |
Total accounts payable and accrued liabilities | $ 747,346 | $ 859,350 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 1 Months Ended | ||||
Apr. 30, 2019 | Apr. 30, 2018 | Nov. 30, 2017 | Apr. 19, 2017 | Jun. 30, 2019 | |
Loan Payable (Textual) | |||||
Loan principal amount | $ 2,100,000 | ||||
Maturity date | On May 3, 2018, the Company signed an extension agreement with the maturity date of March 31, 2019. On August 3, 2018, the Company signed an extension agreement for the loan with the maturity date of March 31, 2020. | ||||
Term | 1 year | ||||
Annual interest rate | 10.00% | ||||
Repayment of loan | $ 1,000,000 | $ 500,000 | $ 600,000 | ||
Outstanding principal balance | $ 0 |
Vat and Other Taxes Payable (De
Vat and Other Taxes Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statutory Reserve [Abstract] | ||
VAT and other taxes payable | $ 10,727 | $ 4,668 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Medical related consulting services | $ 111,434 | $ 141,996 | $ 125,694 | $ 141,996 | |
Beijing Daopei [Member] | |||||
Medical related consulting services | [1] | 41,648 | 141,996 | 55,908 | 141,996 |
Shanghai Daopei [Member] | |||||
Medical related consulting services | [2] | 14,180 | 14,180 | ||
Hebei Daopei [Member] | |||||
Medical related consulting services | [3] | $ 55,606 | $ 55,606 | ||
[1] | Beijing Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. | ||||
[2] | Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. | ||||
[3] | Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the major shareholder of the Company. |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | Mar. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 58,251 | $ 58,251 | $ 0 | |||
Due to related party | 100,000 | 100,000 | 100,000 | |||
Prepaid expenses - related parties | 34,190 | |||||
Advance from customer - related party | 14,829 | |||||
Property management agreement amounted | 30,753 | $ 16,251 | 54,087 | $ 32,502 | ||
Outstanding principal balance | 1,000,000 | 1,000,000 | ||||
Accrued interest | 14,583 | |||||
Cash payment | 450,000 | |||||
Luisa Ingargiola [Member] | ||||||
Accrued liabilities and other payables | 36,806 | 36,806 | 0 | |||
Yu Zhou [Member] | ||||||
Due to related party | 100,000 | $ 100,000 | 100,000 | |||
Wenzhao Lu [Member] | ||||||
Property management agreement commenced date | May 25, 2017 | |||||
Agreement expired date | Mar. 31, 2019 | |||||
Outstanding principal balance | $ 1,000,000 | |||||
Promissory Note interest percentage | 5.00% | |||||
Promissory note maturity date | Mar. 19, 2022 | |||||
Meng Li [Member] | ||||||
Prepaid expenses - related parties | 0 | $ 0 | 32,293 | |||
Beijing Daopei [Member] | ||||||
Advance from customer - related party | 0 | 0 | 14,829 | |||
David Jin [Member] | ||||||
Prepaid expenses - related parties | $ 0 | $ 0 | $ 1,897 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 25, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative Liabilities (Textual) | |||||
Warrant issued | 1,714,288 | ||||
Fair value of warrants liability | $ 3,517,241 | $ (461,493) | $ (461,493) | ||
Stock price | $ 2.82 | $ 3.50 | $ 3.50 | ||
Volatility rate | 100.87% | ||||
Risk free rate | 2.33% | ||||
Annual dividend | 0.00% | ||||
Expected life | 5 years | ||||
Investor warrants | $ 3,055,748 | $ 3,055,748 | |||
Derivative [Member] | |||||
Derivative Liabilities (Textual) | |||||
Fair value of warrants liability | $ (461,493) | ||||
Stock price | $ 2.60 | $ 2.60 | |||
Volatility rate | 97.69% | ||||
Risk free rate | 1.76% | ||||
Annual dividend | 0.00% | ||||
Expected life | 4 years 9 months 25 days | ||||
Investor warrants | $ 3,055,748 | $ 3,055,748 |
Equity (Details)
Equity (Details) - Option [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
0.50 [Member] | |
Number of options outstanding | shares | 2,000,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 7 years 7 months 13 days |
Weighted Average Exercise Price | $ / shares | $ 0.50 |
Number options Exercisable | shares | 1,611,111 |
Weighted Average options Exercise Price | $ / shares | $ 0.50 |
1.49 [Member] | |
Number of options outstanding | shares | 60,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 29 days |
Weighted Average Exercise Price | $ / shares | $ 1.49 |
Number options Exercisable | shares | 60,000 |
Weighted Average options Exercise Price | $ / shares | $ 1.49 |
1.00 [Member] | |
Number of options outstanding | shares | 50,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 2 days |
Weighted Average Exercise Price | $ / shares | $ 1 |
Number options Exercisable | shares | 50,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
1.00 [Member] | |
Number of options outstanding | shares | 80,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 2 days |
Weighted Average Exercise Price | $ / shares | $ 1 |
Number options Exercisable | shares | 80,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
2.50 [Member] | |
Number of options outstanding | shares | 110,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 2.50 |
Number options Exercisable | shares | 110,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.50 |
1.00 [Member] | |
Number of options outstanding | shares | 80,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 1 |
Number options Exercisable | shares | 80,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
2.30 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 4 days |
Weighted Average Exercise Price | $ / shares | $ 2.30 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.30 |
2.30 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 4 days |
Weighted Average Exercise Price | $ / shares | $ 2.30 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.30 |
2.80 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 29 days |
Weighted Average Exercise Price | $ / shares | $ 2.80 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.80 |
2.80 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 13 days |
Weighted Average Exercise Price | $ / shares | $ 2.80 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.80 |
1.00 [Member] | |
Number of options outstanding | shares | 180,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 2 years 4 months 2 days |
Weighted Average Exercise Price | $ / shares | $ 1 |
Number options Exercisable | shares | 180,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
2.75 [Member] | |
Number of options outstanding | shares | 240,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 2.75 |
Number options Exercisable | shares | 120,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.75 |
2.00 [Member] | |
Number of options outstanding | shares | 1,950,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 2 |
Number options Exercisable | shares | 975,000 |
Weighted Average options Exercise Price | $ / shares | $ 2 |
4.76 [Member] | |
Number of options outstanding | shares | 60,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 7 days |
Weighted Average Exercise Price | $ / shares | $ 4.76 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 4.76 |
2.52 [Member] | |
Number of options outstanding | shares | 180,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 2.52 |
Number options Exercisable | shares | 60,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.52 |
0.50–4.76 [Member] | |
Number of options outstanding | shares | 5,070,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 5 years 5 months 12 days |
Weighted Average Exercise Price | $ / shares | $ 1.43 |
Number options Exercisable | shares | 3,426,111 |
Weighted Average options Exercise Price | $ / shares | $ 1.25 |
Equity (Details 1)
Equity (Details 1) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Stock options granted to employee and director [Member] | |
Number of Options | |
Balance at beginning balance | shares | 2,280,000 |
Granted | shares | 2,250,000 |
Terminated / Exercised | shares | |
Balance at ending balance | shares | 4,530,000 |
Option Exercisable at end | shares | 3,006,111 |
Options expected to vest | shares | 1,523,889 |
Weighted Average Exercise Price | |
Balance at beginning balance | $ / shares | $ 0.69 |
Granted | $ / shares | 2.15 |
Terminated / Exercised | $ / shares | |
Balance at end | $ / shares | 1.41 |
Option Exercisable at ending balance | $ / shares | 1.25 |
Options expected to vest | $ / shares | $ 1.75 |
Stock Options Granted to Non-employee [Member] | |
Number of Options | |
Balance at beginning balance | shares | 560,000 |
Granted | shares | 180,000 |
Terminated / Exercised | shares | (200,000) |
Balance at ending balance | shares | 540,000 |
Option Exercisable at end | shares | 420,000 |
Options expected to vest | shares | |
Weighted Average Exercise Price | |
Balance at beginning balance | $ / shares | $ 1.06 |
Granted | $ / shares | 2.52 |
Terminated / Exercised | $ / shares | 1 |
Balance at end | $ / shares | 1.57 |
Option Exercisable at ending balance | $ / shares | 1.30 |
Options expected to vest | $ / shares |
Equity (Details 2)
Equity (Details 2) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Stock options granted to employee and director [Member] | ||
Dividend rate | 0.00% | 0.00% |
Terms (in years) | 5 years | 5 years |
Stock options granted to employee and director [Member] | Minimum [Member] | ||
Volatility | 149.74% | 175.94% |
Risk-free interest rate | 2.31% | 2.25% |
Stock options granted to employee and director [Member] | Maximum [Member] | ||
Volatility | 150.61% | 185.28% |
Risk-free interest rate | 2.49% | 2.78% |
Stock Options Granted to Non-employee [Member] | ||
Dividend rate | 0.00% | 0.00% |
Stock Options Granted to Non-employee [Member] | Minimum [Member] | ||
Terms (in years) | 3 years | 2 years 6 months 3 days |
Volatility | 150.35% | 172.87% |
Risk-free interest rate | 2.28% | 2.29% |
Stock Options Granted to Non-employee [Member] | Maximum [Member] | ||
Terms (in years) | 5 years | 3 years |
Volatility | 151.70% | 188.29% |
Risk-free interest rate | 2.51% | 2.66% |
Equity (Details 3)
Equity (Details 3) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Stock options granted to employee and director [Member] | ||
Number of Options | ||
Nonvested at beginning balance | 722,222 | |
Granted | 2,250,000 | |
Vested | (1,448,333) | |
Nonvested at ending balance | 1,523,889 | |
Weighted Average Exercise Price | ||
Nonvested at beginning balance | $ 0.50 | |
Granted | 2.15 | |
Vested | (1.76) | |
Nonvested at ending balance | $ 1.75 | |
Grant Date Fair Value | ||
Nonvested at beginning balance | $ 902,779 | |
Granted | 5,956,574 | $ 337,523 |
Vested | (3,352,152) | |
Nonvested at end balance | $ 3,507,201 | |
Stock Options Granted to Non-employee [Member] | ||
Number of Options | ||
Nonvested at beginning balance | 193,333 | |
Granted | 180,000 | |
Vested | (193,333) | |
Forfeited | ||
Nonvested at ending balance | 180,000 | |
Weighted Average Exercise Price | ||
Nonvested at beginning balance | $ 1.12 | |
Granted | 2.52 | |
Vested | (1.12) | |
Forfeited | ||
Nonvested at ending balance | $ 2.52 | |
Grant Date Fair Value | ||
Nonvested at end balance |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Jan. 09, 2019 | Apr. 30, 2019 | Apr. 25, 2019 | Apr. 25, 2019 | Feb. 27, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Equity (Textual) | ||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, authorized | 490,000,000 | 490,000,000 | 490,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, issued | ||||||||||
Preferred stock, outstanding | ||||||||||
Common stock, issued | 76,175,639 | 76,175,639 | 73,830,751 | |||||||
Common stock, outstanding | 75,655,639 | 75,655,639 | 73,310,751 | |||||||
Stock warrants issued | 578,891 | |||||||||
Warrants exercise price | $ 2.82 | $ 2.82 | $ 3.50 | $ 3.50 | ||||||
Stock-based compensation expense | $ 4,717,907 | $ 1,082,923 | ||||||||
Shares of common stock upon cashless exercise | 200,000 | |||||||||
Fair value of warrants liability | $ 3,517,241 | $ (461,493) | (461,493) | |||||||
Investor warrants | $ 3,055,748 | 3,055,748 | ||||||||
Common stock issued | 350,856 | 158,932 | ||||||||
Investor [Member] | ||||||||||
Equity (Textual) | ||||||||||
Description of purchage agreements | The Company entered into a purchase agreement with several third party institutional investors for the purchase of 1,714,288 units in a registered direct offering, for gross proceeds of $6,000,008 before placement agent fees and other offering expenses payable by the Company. Each unit was sold at a public offering price of $3.50 and consists of one share of common stock and a warrant to purchase one share of common stock. The Company received net cash proceeds of $5,103,704, net of cash paid for placement agent fees and other offering expenses. | |||||||||
Consultants [Member] | ||||||||||
Equity (Textual) | ||||||||||
Common stock issued | 120,812 | |||||||||
Stock-based compensation | 313,800 | |||||||||
Common Stock | ||||||||||
Equity (Textual) | ||||||||||
Common shares sold for cash (in shares) | 1,714,288 | |||||||||
Non Employee Stock Option [Member] | ||||||||||
Equity (Textual) | ||||||||||
Compensation and related benefits | 444,732 | 383,042 | ||||||||
Aggregate value of nonvested options | $ 905,696 | $ 905,696 | ||||||||
Amortization of stock-based compensation expense | 1 month 16 days | |||||||||
Intrinsic value of stock options outstanding | 557,900 | $ 557,900 | ||||||||
Intrinsic value of stock options exercisable | 548,800 | $ 548,800 | ||||||||
Stock-based compensation | 180,000 | |||||||||
Non Employee Stock Option [Member] | Common Stock | ||||||||||
Equity (Textual) | ||||||||||
Aggregate fair value of options granted | $ 490,098 | |||||||||
Aggregate fair value of options granted per share | $ 3.50 | |||||||||
Common stock granted price | $ 3.50 | |||||||||
Employee Stock Option [Member] | ||||||||||
Equity (Textual) | ||||||||||
Aggregate fair value of options granted | $ 5,956,574 | 337,523 | ||||||||
Compensation and related benefits | $ 1,510,545 | $ 79,193 | 2,935,484 | $ 151,480 | ||||||
Aggregate value of nonvested options | 3,507,957 | $ 3,507,957 | ||||||||
Amortization of stock-based compensation expense | 6 months 29 days | |||||||||
Intrinsic value of stock options outstanding | 5,539,600 | $ 5,539,600 | ||||||||
Intrinsic value of stock options exercisable | $ 4,137,933 | $ 4,137,933 | ||||||||
Stock-based compensation | 2,250,000 |
Statutory Reserve (Details)
Statutory Reserve (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Statutory Reserve (Textual) | |
Statutory reserve percentage | 10.00% |
Statutory reserve appropriation, description | The appropriation is required until the statutory reserve reaches 50% of the registered capital. |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Noncontrolling Interest [Abstract] | |
Noncontrolling interest at Beginning | $ (862,200) |
Net loss attributable to noncontrolling interest | (180,712) |
Foreign currency translation adjustment attributable to noncontrolling interest | 702 |
Noncontrolling interest at ending | $ (1,042,210) |
Noncontrolling Interest (Deta_2
Noncontrolling Interest (Details Textual) | Jun. 30, 2019 |
Noncontrolling Interest (Textual) | |
Equity interests ownership percentage | 40.00% |
GenExsome [Member] | Dr. Yu Zhou [Member] | |
Noncontrolling Interest (Textual) | |
Equity interests ownership percentage | 40.00% |
Restricted Net Assets (Details)
Restricted Net Assets (Details) | Jun. 30, 2019 | Dec. 31, 2018 |
Restricted Net Assets (Textual) | ||
Net assets | 25.00% | 25.00% |
Commitments and Contincengies_2
Commitments and Contincengies (Details) | Jun. 30, 2019USD ($) |
Beijing GenExosome Office Lease [Member] | |
Year Ending March 31: | |
2020 | $ 680 |
Avalon Shanghai Office Lease [Member] | |
Year Ending March 31: | |
2020 | 63,985 |
Operating Lease [Member] | Beijing GenExosome Office Lease [Member] | |
Year Ending March 31: | |
2020 | 680 |
Operating Lease [Member] | Avalon Shanghai Office Lease [Member] | |
Year Ending March 31: | |
2020 | $ 63,985 |
Commitments and Contincengies_3
Commitments and Contincengies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Oct. 23, 2018USD ($) | Jul. 18, 2018USD ($) | May 29, 2018 | Jan. 19, 2017USD ($) | Jan. 19, 2017CNY (¥) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019CNY (¥) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Oct. 23, 2018CNY (¥) | |
Commitments and Contincengies (Textual) | ||||||||||||
Rent expense | $ 20,000 | $ 23,000 | $ 42,000 | $ 49,000 | ||||||||
Joint venture agreement, description | Within 6 days of signing the AVAR Agreement, Avactis is required to pay to Arbele $300,000 as a research and development fee with an additional two payments of $300,000 (for a total of $900,000) to be paid upon mutually agreed upon milestones. | |||||||||||
Research and development fee | 949,711 | $ 263 | $ 1,102,171 | $ 263 | ||||||||
Avalon Shanghai Office Lease [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Lease, monthly rent | $ 7,367 | |||||||||||
Security deposit | 23,994 | |||||||||||
Operating lease maintenance fees | $ 631 | |||||||||||
Avalon Shanghai Office Lease [Member] | CNY [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Expiration period | Feb. 29, 2020 | Feb. 29, 2020 | ||||||||||
Lease, monthly rent | ¥ | ¥ 50,586 | |||||||||||
Security deposit | ¥ | 164,764 | |||||||||||
Operating lease maintenance fees | ¥ | ¥ 4,336 | |||||||||||
Beijing GenExosome Office Lease [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Expiration period | Mar. 14, 2020 | Mar. 14, 2020 | ||||||||||
Lease, annual rent | $ 1,000 | |||||||||||
Beijing GenExosome Office Lease [Member] | CNY [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Lease, annual rent | ¥ | ¥ 7,000 | |||||||||||
Rent expense | 510 | 255 | ||||||||||
Avalon Shanghai [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Joint venture agreement, description | Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biotech Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of June 30, 2019, Avalon Shanghai has contributed RMB 3,000,000 (approximately $0.4 million) that was included in equity method investment on the accompanying consolidated balance sheets. | |||||||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Joint venture agreement, description | Avactis Biosciences, Inc. (“Avactis”), a wholly-owned subsidiary of the Company, and Arbele Limited (“Arbele”) agreed to the establishment of AVAR BioTherapeutics (China) Co. Ltd. (“AVAR”), a Sino-foreign equity joint venture, pursuant to an Equity Joint Venture Agreement (the “AVAR Agreement”), which will be owned 60% by Avactis and 40% by Arbele. The purpose and business scope of the Joint Venture is to research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy in China. Avactis is required to contribute USD $10 million (or equivalent in RMB) in cash and/or services, which shall be contributed in tranches based on milestones to be determined jointly by AVAR and Avactis in writing subject to Avactis’ cash reserves. Within 30 days, Arbele shall make contribution of USD $6.66 million in the form of entering into a License Agreement with AVAR granting AVAR with an exclusive right and license in China to its technology and intellectual property pertaining to CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology and any additional technology developed in the future with terms and conditions to be mutually agreed upon Avactis and AVAR and services. | |||||||||||
Working capital | $ 730,000 | |||||||||||
Research and development fee | $ 600,000 | |||||||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | CNY [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Working capital | ¥ | ¥ 5,000,000 | |||||||||||
Insurance Premium Financing Agreement [Member] | ||||||||||||
Commitments and Contincengies (Textual) | ||||||||||||
Principal amount | $ 108,528 | |||||||||||
Expiration period | May 17, 2019 | |||||||||||
Annual interest rate | 6.90% | |||||||||||
Outstanding principal balance | $ 0 | $ 0 | $ 45,088 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | ||
Revenues | $ 399,727 | $ 496,093 | $ 683,891 | $ 804,006 | ||
Depreciation and amortization | 145,989 | 124,596 | 284,494 | 247,975 | ||
Interest expense | 8,819 | 24,932 | 32,877 | 261,918 | ||
Net income (loss) | (4,438,823) | (1,343,815) | (8,943,752) | (2,894,784) | ||
Identifiable long-lived tangible assets | 8,185,455 | 8,185,455 | $ 8,129,440 | |||
Real property operating [Member] | ||||||
Revenues | 264,889 | 278,872 | 531,515 | 575,495 | ||
Depreciation and amortization | 40,780 | 32,625 | 81,561 | 65,249 | ||
Interest expense | 8,819 | 24,932 | 32,877 | 261,918 | ||
Net income (loss) | (3,690) | 5,617 | (102,379) | (232,083) | ||
Identifiable long-lived tangible assets | 7,810,549 | 7,810,549 | 7,898,224 | |||
Medical related consulting services-related parties [Member] | ||||||
Revenues | 111,434 | 141,996 | 125,694 | 141,996 | ||
Depreciation and amortization | 4,766 | 3,991 | 7,706 | 7,997 | ||
Interest expense | ||||||
Net income (loss) | (54,627) | 16,456 | (244,697) | (157,018) | ||
Identifiable long-lived tangible assets | 3,417 | 3,417 | 6,852 | |||
Development services and sales of developed products [Member] | ||||||
Revenues | 23,404 | 75,225 | 26,682 | 86,515 | ||
Depreciation and amortization | 100,443 | 87,980 | 195,853 | 174,729 | ||
Interest expense | ||||||
Net income (loss) | (230,406) | 196,896 | (478,188) | (297,028) | ||
Identifiable long-lived tangible assets | 371,489 | 371,489 | $ 224,364 | |||
Other [Member] | ||||||
Net income (loss) | [1] | $ (4,150,100) | $ (1,168,992) | $ (8,118,488) | $ (2,208,655) | |
[1] | The Company does not allocate any interest expense and general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Identifiable long-lived tangible assets | $ 8,185,455 | $ 8,129,440 |
United States [Member] | ||
Identifiable long-lived tangible assets | 7,907,804 | 7,898,806 |
China [Member] | ||
Identifiable long-lived tangible assets | $ 277,651 | $ 230,634 |
Segment Information (Details Te
Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2018Segment | |
Segment Information (Textual) | |
Number of reportable business segments | 3 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Customer | 10.00% | 10.00% | |||
A [Member] | More than 10% Revenues [Member] | |||||
Customer | 14.00% | 29.00% | 8.20% | 18.00% | |
B [Member | More than 10% Revenues [Member] | |||||
Customer | 13.90% | 16.00% | 8.10% | 20.00% | |
C [Member] | More than 10% Revenues [Member] | |||||
Customer | 20.20% | 11.00% | 23.80% | 13.00% | |
D [Member] | More than 10% Revenues [Member] | |||||
Customer | 13.50% | [1] | 15.90% | 11.00% | |
[1] | Less than 10% |
Concentrations (Details Textual
Concentrations (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)Supplier / Integer | Jun. 30, 2019USD ($)Customer / IntegerSupplier / Integer | Dec. 31, 2018USD ($)Customer / IntegerSupplier / Integer | |
Concentrations (Textual) | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Number of supplier | 4 | 4 | |
10% or more of purchase [Member] | |||
Concentrations (Textual) | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Number of supplier | 3 | 3 | |
10% or more of purchase [Member] | Outstanding accounts payable [Member] | |||
Concentrations (Textual) | |||
Concentration risk, percentage | 75.30% | 95.50% | |
Number of supplier | 4 | 4 | |
More than 10% Revenues [Member] | Outstanding accounts and tenants receivable [Member] | |||
Concentrations (Textual) | |||
Concentration risk, percentage | 83.50% | 56.00% | |
Number of customer | Customer / Integer | 4 | 2 | |
PRC [Member] | |||
Concentrations (Textual) | |||
Uninsured cash balances | $ | $ 640,253 | $ 640,253 | $ 1,216,485 |
Cash balances in excess of FDI | $ | $ 2,761,051 | $ 2,761,051 | $ 239,000 |