Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Avalon GloboCare Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 81,398,764 | |
Amendment Flag | false | |
Entity Central Index Key | 0001630212 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38728 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 1,395,510 | $ 764,891 |
Accounts receivable | 4,710 | |
Accounts receivable - related party | 215,418 | |
Rent receivable | 97,385 | 23,759 |
Deferred financing costs | 228,309 | 311,177 |
Prepaid expenses and other current assets | 432,295 | 251,140 |
Total Current Assets | 2,153,499 | 1,571,095 |
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | 135,905 | 99,235 |
Prepaid realtors’ commission - noncurrent portion | 74,822 | |
Right-of-use asset, operating lease | 153,556 | |
Property and equipment, net | 500,513 | 601,425 |
Investment in real estate, net | 7,649,441 | 7,735,680 |
Equity method investment | 488,374 | 483,101 |
Total Non-current Assets | 9,002,611 | 8,919,441 |
Total Assets | 11,156,110 | 10,490,536 |
CURRENT LIABILITIES: | ||
Accrued professional fees | 963,084 | 1,243,190 |
Accrued research and development fees | 442,435 | 650,000 |
Accrued payroll liability | 246,469 | 373,083 |
Accrued liabilities and other payables | 369,495 | 303,911 |
Accrued liabilities and other payables - related parties | 262,452 | 187,042 |
Operating lease obligation | 76,379 | |
Tenants’ security deposit | 79,180 | 78,237 |
Total Current Liabilities | 2,439,494 | 2,835,463 |
NON-CURRENT LIABILITIES: | ||
Operating lease obligation - noncurrent portion | 83,177 | |
Note payable - related party | 390,000 | 590,000 |
Loan payable - related party | 2,900,000 | 2,600,000 |
Total Non-current Liabilities | 3,373,177 | 3,190,000 |
Total Liabilities | 5,812,671 | 6,025,463 |
Commitments and Contingencies - (Note 13) | ||
EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2020 and December 31, 2019 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 81,876,855 shares issued and 81,356,855 shares outstanding at September 30, 2020; 76,730,802 shares issued and 76,210,802 shares outstanding at December 31, 2019 | 8,188 | 7,673 |
Additional paid-in capital | 45,029,038 | 34,593,006 |
Less: common stock held in treasury, at cost; 520,000 shares at September 30, 2020 and December 31, 2019 | (522,500) | (522,500) |
Accumulated deficit | (38,941,059) | (29,361,937) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (236,806) | (257,747) |
Total Avalon GloboCare Corp. stockholders’ equity | 5,343,439 | 4,465,073 |
Non-controlling interest | ||
Total Equity | 5,343,439 | 4,465,073 |
Total Liabilities and Equity | $ 11,156,110 | $ 10,490,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | ||
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 81,876,855 | 76,730,802 |
Common stock, outstanding | 81,356,855 | 76,210,802 |
Treasury stock | 520,000 | 520,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | ||||
Real property rental | $ 324,982 | $ 264,141 | $ 923,205 | $ 795,656 |
Medical related consulting services - related party | 108,520 | 234,214 | ||
Development services and sales of developed products | 10,555 | 37,237 | ||
Total Revenues | 324,982 | 383,216 | 923,205 | 1,067,107 |
COSTS AND EXPENSES | ||||
Real property operating expenses | 135,821 | 193,738 | 663,086 | 617,173 |
Medical related consulting services - related party | 94,442 | 202,908 | ||
Development services and sales of developed products | 41,808 | 103,899 | ||
Total Costs and Expenses | 135,821 | 329,988 | 663,086 | 923,980 |
REAL PROPERTY OPERATING INCOME | 189,161 | 70,403 | 260,119 | 178,483 |
GROSS PROFIT FROM MEDICAL RELATED CONSULTING SERVICES | 14,078 | 31,306 | ||
GROSS LOSS FROM DEVELOPMENT SERVICES AND SALES OF DEVELOPED PRODUCTS | (31,253) | (66,662) | ||
Total Gross Profit | 189,161 | 53,228 | 260,119 | 143,127 |
OTHER OPERATING EXPENSES: | ||||
Professional fees | 1,753,182 | 1,630,827 | 4,868,530 | 3,891,539 |
Compensation and related benefits | 1,058,570 | 2,187,959 | 3,241,090 | 6,388,292 |
Research and development expenses | 238,432 | 265,139 | 674,935 | 1,367,310 |
Other general and administrative | 329,535 | 435,639 | 891,141 | 1,771,387 |
Impairment loss | 1,010,011 | 1,010,011 | ||
Total Other Operating Expenses | 3,379,719 | 5,529,575 | 9,675,696 | 14,428,539 |
LOSS FROM OPERATIONS | (3,190,558) | (5,476,347) | (9,415,577) | (14,285,412) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (2,356) | (36,875) | ||
Interest expense - related party | (41,531) | (8,842) | (126,169) | (23,425) |
Change in fair value of warrants liabilities | 1,160,137 | 1,621,630 | ||
Financing expense | (525,418) | |||
Loss from equity method investment | (14,966) | (25,266) | (35,382) | (48,353) |
Other (expense) income | (4,904) | 18,616 | (1,994) | 20,043 |
Total Other Income (Expense), net | (61,401) | 1,142,289 | (163,545) | 1,007,602 |
LOSS BEFORE INCOME TAXES | (3,251,959) | (4,334,058) | (9,579,122) | (13,277,810) |
INCOME TAXES | ||||
NET LOSS | (3,251,959) | (4,334,058) | (9,579,122) | (13,277,810) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (475,863) | (656,575) | ||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (3,251,959) | (3,858,195) | (9,579,122) | (12,621,235) |
COMPREHENSIVE LOSS: | ||||
NET LOSS | (3,251,959) | (4,334,058) | (9,579,122) | (13,277,810) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Unrealized foreign currency translation gain (loss) | 39,698 | (69,388) | 20,941 | (60,009) |
COMPREHENSIVE LOSS | (3,212,261) | (4,403,446) | (9,558,181) | (13,337,819) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (471,411) | (651,421) | ||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (3,212,261) | $ (3,932,035) | $ (9,558,181) | $ (12,686,398) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||||
Basic and diluted (in Dollars per share) | $ (0.04) | $ (0.05) | $ (0.12) | $ (0.17) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted (in Shares) | 80,622,003 | 75,665,676 | 78,747,345 | 74,859,871 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - 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, 2018 | $ 7,383 | $ 24,153,378 | $ (522,500) | $ (11,291,776) | $ 6,578 | $ (236,860) | $ (862,200) | $ 11,254,003 | |
Beginning balance (in Shares) at Dec. 31, 2018 | 73,830,751 | (520,000) | |||||||
Issuance of common stock upon cashless exercise of stock warrants | $ 35 | (35) | |||||||
Issuance of common stock upon cashless exercise of stock warrants (in Shares) | 350,856 | ||||||||
Issuance of common stock upon cashless exercise of stock options | $ 16 | (16) | |||||||
Issuance of common stock upon cashless exercise of stock options (in Shares) | 158,932 | ||||||||
Stock-based compensation | 2,272,747 | 2,272,747 | |||||||
Foreign currency translation adjustment | 44,680 | (1,198) | 43,482 | ||||||
Net loss | (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 (in Shares) at Mar. 31, 2019 | 74,340,539 | (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 (in Shares) at Dec. 31, 2018 | 73,830,751 | (520,000) | |||||||
Net loss | (13,277,810) | ||||||||
Ending balance at Sep. 30, 2019 | $ 7,629 | 31,983,760 | $ (522,500) | (23,913,011) | 6,578 | (302,023) | (1,513,621) | 5,746,812 | |
Ending balance (in Shares) at Sep. 30, 2019 | 76,291,056 | (520,000) | |||||||
Beginning balance at Mar. 31, 2019 | $ 7,434 | 26,426,074 | $ (522,500) | (15,697,592) | 6,578 | (192,180) | (962,511) | 9,065,303 | |
Beginning balance (in Shares) at Mar. 31, 2019 | 74,340,539 | (520,000) | |||||||
Sale of common stock, net | $ 171 | 1,411,710 | 1,411,881 | ||||||
Sale of common stock, net (in Shares) | 1,714,288 | ||||||||
Issuance of common stock for services | $ 13 | 313,788 | 313,801 | ||||||
Issuance of common stock for services (in Shares) | 120,812 | ||||||||
Stock-based compensation | 1,524,139 | 1,524,139 | |||||||
Foreign currency translation adjustment | (36,003) | 1,900 | (34,103) | ||||||
Net loss | (4,357,224) | (81,599) | (4,438,823) | ||||||
Ending balance at Jun. 30, 2019 | $ 7,618 | 29,675,711 | $ (522,500) | (20,054,816) | 6,578 | (228,183) | (1,042,210) | 7,842,198 | |
Ending balance (in Shares) at Jun. 30, 2019 | 76,175,639 | (520,000) | |||||||
Issuance of common stock for services | $ 11 | 391,856 | 391,867 | ||||||
Issuance of common stock for services (in Shares) | 115,417 | ||||||||
Stock-based compensation | 1,916,193 | 1,916,193 | |||||||
Foreign currency translation adjustment | (73,840) | 4,452 | (69,388) | ||||||
Net loss | (3,858,195) | (475,863) | (4,334,058) | ||||||
Ending balance at Sep. 30, 2019 | $ 7,629 | 31,983,760 | $ (522,500) | (23,913,011) | 6,578 | (302,023) | $ (1,513,621) | 5,746,812 | |
Ending balance (in Shares) at Sep. 30, 2019 | 76,291,056 | (520,000) | |||||||
Beginning balance at Dec. 31, 2019 | $ 7,673 | 34,593,006 | $ (522,500) | (29,361,937) | 6,578 | (257,747) | 4,465,073 | ||
Beginning balance (in Shares) at Dec. 31, 2019 | 76,730,802 | (520,000) | |||||||
Sale of common stock, net | $ 98 | 1,539,153 | 1,539,251 | ||||||
Sale of common stock, net (in Shares) | 980,358 | ||||||||
Issuance of common stock for services | $ 22 | 213,278 | 213,300 | ||||||
Issuance of common stock for services (in Shares) | 222,577 | ||||||||
Stock-based compensation | 785,350 | 785,350 | |||||||
Foreign currency translation adjustment | (22,066) | (22,066) | |||||||
Net loss | (3,270,781) | (3,270,781) | |||||||
Ending balance at Mar. 31, 2020 | $ 7,793 | 37,130,787 | $ (522,500) | (32,632,718) | 6,578 | (279,813) | 3,710,127 | ||
Ending balance (in Shares) at Mar. 31, 2020 | 77,933,737 | (520,000) | |||||||
Beginning balance at Dec. 31, 2019 | $ 7,673 | 34,593,006 | $ (522,500) | (29,361,937) | 6,578 | (257,747) | 4,465,073 | ||
Beginning balance (in Shares) at Dec. 31, 2019 | 76,730,802 | (520,000) | |||||||
Net loss | (9,579,122) | ||||||||
Ending balance at Sep. 30, 2020 | $ 8,188 | 45,029,038 | $ (522,500) | (38,941,059) | 6,578 | (236,806) | 5,343,439 | ||
Ending balance (in Shares) at Sep. 30, 2020 | 81,876,855 | (520,000) | |||||||
Beginning balance at Mar. 31, 2020 | $ 7,793 | 37,130,787 | $ (522,500) | (32,632,718) | 6,578 | (279,813) | 3,710,127 | ||
Beginning balance (in Shares) at Mar. 31, 2020 | 77,933,737 | (520,000) | |||||||
Sale of common stock, net | $ 180 | 2,959,687 | 2,959,867 | ||||||
Sale of common stock, net (in Shares) | 1,795,150 | ||||||||
Issuance of common stock for services | $ 38 | 398,692 | 398,730 | ||||||
Issuance of common stock for services (in Shares) | 380,000 | ||||||||
Stock-based compensation | 726,600 | 726,600 | |||||||
Foreign currency translation adjustment | 3,309 | 3,309 | |||||||
Net loss | (3,056,382) | (3,056,382) | |||||||
Ending balance at Jun. 30, 2020 | $ 8,011 | 41,215,766 | $ (522,500) | (35,689,100) | 6,578 | (276,504) | 4,742,251 | ||
Ending balance (in Shares) at Jun. 30, 2020 | 80,108,887 | (520,000) | |||||||
Sale of common stock, net | $ 134 | 2,376,503 | 2,376,637 | ||||||
Sale of common stock, net (in Shares) | 1,337,968 | ||||||||
Issuance of common stock for services | $ 43 | 697,407 | 697,450 | ||||||
Issuance of common stock for services (in Shares) | 430,000 | ||||||||
Stock-based compensation | 739,362 | 739,362 | |||||||
Foreign currency translation adjustment | 39,698 | 39,698 | |||||||
Net loss | (3,251,959) | (3,251,959) | |||||||
Ending balance at Sep. 30, 2020 | $ 8,188 | $ 45,029,038 | $ (522,500) | $ (38,941,059) | $ 6,578 | $ (236,806) | $ 5,343,439 | ||
Ending balance (in Shares) at Sep. 30, 2020 | 81,876,855 | (520,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,579,122) | $ (13,277,810) |
Adjustments to reconcile net loss to | ||
Bad debt provision | 4,689 | |
Depreciation and amortization | 232,772 | 430,039 |
Amortization of straight-line rent receivable | (15,947) | |
Stock-based compensation and service expense | 3,965,164 | 7,003,077 |
Loss from equity method investment | 35,382 | 48,353 |
Loss on fixed asset disposal | 2,643 | |
Changes in warrants derivative liabilities | (1,621,630) | |
Allocated financing costs | 525,418 | |
Impairment loss | 1,010,011 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 48 | |
Accounts receivable - related party | 214,454 | (174,818) |
Rent receivable | (94,349) | (15,047) |
Prepaid expenses - related parties | 34,257 | |
Prepaid expenses and other current assets | (352,526) | 240,563 |
Security deposit | 101,318 | |
Accrued liabilities and other payables | (680,758) | 326,686 |
Accrued liabilities and other payables - related parties | 75,457 | 39,833 |
Operating lease obligation | 6,000 | |
Tenants’ security deposit | 943 | 11,537 |
NET CASH USED IN OPERATING ACTIVITIES | (6,185,198) | (5,318,165) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (379,279) | |
Improvement of commercial real estate | (16,321) | |
Prepayment made for purchase of long-term assets | (26,223) | |
Additional investment in equity method investment | (28,594) | (116,545) |
NET CASH USED IN INVESTING ACTIVITIES | (28,594) | (538,368) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds received from note payable - related party | 1,000,000 | |
Repayments of note payable - related party | (200,000) | (410,000) |
Proceeds received from loan payable - related party | 300,000 | |
Proceeds received from offering | 7,233,678 | 6,000,008 |
Disbursements for offering costs | (491,895) | (896,304) |
Repayments of loan payable | (1,000,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,841,783 | 4,693,704 |
EFFECT OF EXCHANGE RATE ON CASH | 2,628 | (17,118) |
NET INCREASE (DECREASE) IN CASH | 630,619 | (1,179,947) |
CASH - beginning of period | 764,891 | 2,252,287 |
CASH - end of period | 1,395,510 | 1,072,340 |
Cash paid for: | ||
Interest | 50,000 | 112,217 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment acquired on credit as payable | $ 80,723 | |
Improvement of commercial real estate acquired on credit as payable | 38,400 | |
Common stock issued for future services | 25,996 | |
Deferred financing costs in accrued liabilities | $ 13,390 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare 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 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 were accredited investors (“AHS Shareholders”) pursuant to which we acquired 100% of the outstanding securities of AHS in exchange for 50,000,000 shares of the Company’s common stock (the “AHS Acquisition”). AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. 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) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) immediately following the consummation of this reverse merger transaction. AHS owns 100% of the capital stock of 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. The Company is a clinical-stage, vertically integrated, leading CellTech bio-developer dedicated to advancing and empowering innovative, transformative immune effector cell therapy, exosome technology, as well as Coronavirus (“COVID-19”) related diagnostics and therapeutics. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients’ growth and development, as well as competitiveness in healthcare and CellTech industry markets. Through its subsidiary structure with unique integration of verticals from innovative research and development (“R&D”) to automated bioproduction and accelerated clinical development, the Company is establishing a leading role in the fields of cellular immunotherapy (including CAR-T/NK), exosome technology (ACTEX™), and regenerative therapeutics. 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 September 30, 2020. 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 operations. 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. As of September 30, 2020, the occupancy rate of the building is 87.0%. On July 31, 2017, the Company formed Genexosome Technologies Inc. (“Genexosome”) in Nevada. 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. 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 September 30, 2020. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of September 30, 2020 are as follows: Name of Subsidiary 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 using exosomes 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 (“Exosome”) Delaware June 13, 2019 100% held by AVCO Promotes standardization related to exosome industry |
Basis of Presentation and Going
Basis of Presentation and Going Concern Condition | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN CONDITION | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation 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, 2019 filed with the Securities and Exchange Commission on April 6, 2020. Going Concern The Company is a clinical-stage, vertically integrated, leading CellTech bio-developer dedicated to advancing and empowering innovative, transformative immune effector cell therapy, exosome technology, as well as COVID-19 related diagnostics and therapeutics. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients’ growth and development, as well as competitiveness in healthcare and CellTech industry markets. The Company also develops related products for sale and licensure in the United States and the People’s Republic of China. In addition, the Company owns commercial real estate that houses its headquarters in Freehold, New Jersey. The Company did not generate any revenue from medical related consulting services segment and development services and sales of developed products segment during the nine months ended September 30, 2020. These unaudited condensed 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 unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $38,941,059 at September 30, 2020, and has incurred recurring net loss and negative cash flow from operating activities of $9,579,122 and $6,185,198 for the nine months ended September 30, 2020, respectively. The Company has a limited operating history and its continued growth is dependent upon the re-commencing of medical consulting services which was completed in December 2019 to its only few 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 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 occurrence of an uncontrollable event such as the COVID-19 pandemic had negatively impact on the Company’s operations. Some tenants have delayed on rent payment and our occupancy of our rental property has decreased. Our general development operations have continued during the COVID-19 pandemic and we have not had significant disruption. However, we are uncertain if the COVID-19 pandemic will impact future operations at our laboratory, or our ability to collaborate with other laboratories and universities. In addition, we are unsure if the COVID-19 pandemic will impact future clinical trials. Given the dynamic nature of these circumstances, the duration of business disruption and reduced traffic, the related financial effect cannot be reasonably estimated at this time but is expected to adversely impact the Company’s business for the year of 2020. The accompanying unaudited condensed 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 U.S. GAAP 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 nine months ended September 30, 2020 and 2019 include the allowance for doubtful accounts, the useful life of property and equipment and investment in real estate, 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, rent receivable, deferred financing costs, prepaid expenses and other current assets, accrued liabilities and other payables, accrued liabilities and other payables – related parties, operating lease obligation, tenants’ security deposit, approximate their fair market value based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents A portion of the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $74,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At September 30, 2020, cash balances held in the PRC are RMB 1,302,475 (approximately $192,000), of which, RMB 793,010 (approximately $117,000) was not covered by such limited 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. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At September 30, 2020, the Company’s cash balances in United States bank accounts had approximately $539,000 in excess of the federally-insured limits. At September 30, 2020, the Company’s cash balances by geographic area were as follows: Country: September 30, 2020 United States $ 1,203,710 86.3 % China 191,800 13.7 % Total cash $ 1,395,510 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2020 and December 31, 2019. 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 trade accounts receivable. 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 is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. Investment in Unconsolidated Company – Epicon Biosciences 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 5 for discussion of equity method investment. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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 good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good 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: ● 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 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 has determined that the ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are included in rent receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. 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 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 7,020,000 5,070,000 7,020,000 5,070,000 Warrants - 1,714,288 - 1,714,288 Potentially dilutive securities 7,020,000 6,784,288 7,020,000 6,784,288 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. Recent Accounting Standards 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At September 30, 2020 and December 31, 2019, prepaid expenses and other current assets consisted of the following: September 30, December 31, Prepaid professional fees $ 139,274 $ 153,478 Prepaid research and development fees 90,915 - Prepaid directors and officers liability insurance premium 67,820 4,990 Prepaid VAT on purchase 47,026 40,602 Security deposit 25,478 24,847 Prepaid NASDAQ listing fee 23,417 - Other 38,365 27,223 Total $ 432,295 $ 251,140 |
Equity Method Investment
Equity Method Investment | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 5 – EQUITY METHOD INVESTMENT As of September 30, 2020 and December 31, 2019, the equity method investment amounted to $488,374 and $483,101, 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 months ended September 30, 2020 and 2019, the Company’s share of Epicon’s net loss was $14,966 and $25,266, respectively, which was included in loss from equity-method investment in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2020 and 2019, the Company’s share of Epicon’s net loss was $35,382 and $48,353, respectively, which was included in loss from equity-method investment in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Activity recorded for the Company’s equity method investment in Epicon is summarized in the following table: Equity investment carrying amount at January 1, 2020 $ 483,101 Payment made for equity method investment 28,594 Epicon's net loss attributable to the Company (35,382 ) Foreign currency fluctuation 12,061 Equity investment carrying amount at September 30, 2020 $ 488,374 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: September 30, December 31, Current assets $ 8,414 $ 77,272 Noncurrent assets 268,969 247,590 Current liabilities 6,264 324 Noncurrent liabilities - - Equity 271,119 324,538 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ - $ - $ - $ - Gross profit - - - - Loss from operation 37,418 63,165 88,587 120,882 Net loss 37,417 63,165 88,456 120,882 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 6 – ACCRUED LIABILITIES AND OTHER PAYABLES At September 30, 2020 and December 31, 2019, accrued liabilities and other payables consisted of the following: September 30, December 31, Accrued professional fees $ 963,084 $ 1,243,190 Accrued research and development fees 442,435 650,000 Accrued payroll liability 246,469 373,083 Accrued directors’ compensation 107,500 115,000 Accounts payable 83,850 84,316 Accrued utilities 32,711 12,260 Deferred rental income 60,239 13,136 Other 85,195 79,199 $ 2,021,483 $ 2,570,184 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Medical Related Consulting Services Revenue from Related Parties and Accounts Receivable – Related Party During the three and nine months ended September 30, 2020 and 2019, medical related consulting services revenue from related parties was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Medical related consulting services provided to: Beijing Daopei * $ - $ - $ - $ 55,908 Shanghai Daopei * - - - 14,180 Hebei Daopei * - 108,520 - 164,126 $ - $ 108,520 $ - $ 234,214 * Beijing Daopei, Shanghai Daopei, and Hebei Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. Accounts receivable – related party at September 30, 2020 and December 31, 2019 amounted to $0 and $215,418, respectively, and no allowance for doubtful accounts is deemed to be required on accounts receivable – related party at September 30, 2020 and December 31, 2019. Accrued Liabilities and Other Payables – Related Parties As of September 30, 2020 and December 31, 2019, the Company owed David Jin, its shareholder, chief executive officer, president and board member, $33,968 and $24,254, 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. As of September 30, 2020 and December 31, 2019, the Company owed Meng Li, its shareholder and chief operating officer, $0 and $10,473, 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. At September 30, 2020 and December 31, 2019, the Company owed Yu Zhou, director and former co-chief executive officer and 40% owner of Genexosome, of $3,121 for travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. The Company acquired Beijing Genexosome for a cash payment of $450,000. As of September 30, 2020 and December 31, 2019, the unpaid acquisition consideration of $100,000, was payable to Yu Zhou, director and former co-chief executive officer and 40% owner of Genexosome, and has been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the accrued and unpaid interest related to borrowings from Wenzhao Lu, the Company’s largest shareholder and chairman of the Board of Directors, amounted to $125,363 and $49,194, respectively, and have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Borrowings from Related Party Promissory Note 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. The Company repaid principal of $410,000 and $200,000 in the third quarter of 2019 and second quarter of 2020, respectively. As of September 30, 2020 and December 31, 2019, the outstanding principal balance was $390,000 and $590,000, respectively. Line of Credit On August 29, 2019, the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) providing the Company with a $20 million line of credit (the “Line of Credit”) from Wenzhao Lu (the “Lender”), the largest shareholder and Chairman of the Board of Directors of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. As of September 30, 2020 and December 31, 2019, $2,900,000 and $2,600,000 was outstanding under the Line of Credit, respectively. For the three months ended September 30, 2020 and 2019, the interest expense related to above borrowings amounted to $41,531 and $8,842, respectively, and has been included in interest expense – related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2020 and 2019, the interest expense related to above borrowings amounted to $126,169 and $23,425, respectively, and has been included in interest expense – related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of September 30, 2020 and December 31, 2019, the related accrued and unpaid interest for above borrowings was $125,363 and $49,194, respectively, and has been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets. Common Shares Sold to Related Party On April 1, 2020, the Company sold 645,161 shares of its common stock to WLM Limited (“WLM”), an entity owned by Wenzhao Lu, Chairman of the Board of Directors of the Company, at a price per share of $1.55 for an aggregate purchase price of $1,000,000 (See Note 8 – Common Shares Sold for Cash). Office Space from Related Party Beijing Genexosome uses office space of a related party, free of rent, which is considered immaterial. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 8 – EQUITY 2020 Incentive Stock Plan The Company held its annual meeting on August 4, 2020. During its annual meeting, the Company approved 2020 Incentive Stock Plan and reserved 5,000,000 shares of common stock for issuance thereunder. Common Shares Sold for Cash On April 1, 2020, the Company entered into a Subscription Agreement with WLM, an entity owned by Wenzhao Lu, Chairman of the Board of Directors of the Company, pursuant to which WLM purchased 645,161 shares of the Company’s common stock at a price per share of $1.55 for an aggregate purchase price of $1,000,000. The closing occurred on April 1, 2020. On December 13, 2019, the Company entered into an Open Market Sale Agreement SM Common Shares Issued for Services During the nine months ended September 30, 2020, the Company issued a total of 1,032,577 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,309,480, the fair market values on the grant dates using the reported closing share prices on the dates of grant and the Company recorded stock-based compensation expense of $1,248,159 for the nine months ended September 30, 2020 and reduced accrued liabilities of $35,325 and recorded prepaid expense of $25,996 as of September 30, 2020 which will be amortized over the rest of corresponding service periods. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at September 30, 2020: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at September 30, 2020 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at September 30, Weighted Average Exercise $ 0.50 2,000,000 6.36 $ 0.50 2,000,000 $ 0.50 1.00 – 1.93 2,250,000 6.01 1.47 1,748,334 1.43 2.00 – 2.80 2,740,000 3.02 2.17 2,740,000 2.17 4.76 30,000 3.51 4.76 30,000 4.76 $ 0.50 – 4.76 7,020,000 4.93 $ 1.48 6,518,334 $ 1.47 Stock option activities for the nine months ended September 30, 2020 were as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 5,260,000 $ 1.45 Granted 1,760,000 1.57 Terminated / Exercised - - Outstanding at September 30, 2020 7,020,000 $ 1.48 Options exercisable at September 30, 2020 6,518,334 $ 1.47 Options expected to vest 501,666 $ 1.59 The aggregate intrinsic values of both stock options outstanding and stock options exercisable at September 30, 2020 was $1,597,500. The fair values of options granted during the nine months ended September 30, 2020 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 134.32% - 139.58%, risk-free rate of 0.25% - 1.67%, annual dividend yield of 0% and expected life of 3.00 – 10.00 years. The aggregate fair value of the options granted during the nine months ended September 30, 2020 was $2,702,401. Stock-based compensation expense associated with stock options granted amounted to $739,362 and $1,916,193, of which, $605,555 and $1,803,829 was recorded as compensation and related benefits, $110,970 and $112,364 was recorded as professional fees, $22,837 and $0 was recorded as research and development expenses, for the three months ended September 30, 2020 and 2019, respectively. Stock-based compensation expense associated with stock options granted amounted to $2,251,312 and $5,713,079, of which, $1,975,245 and $5,155,983 was recorded as compensation and related benefits, $240,162 and $557,096 was recorded as professional fees, $35,905 and $0 was recorded as research and development expenses, for the nine months ended September 30, 2020 and 2019, respectively. A summary of the status of the Company’s nonvested stock options granted as of September 30, 2020 and changes during the nine months ended September 30, 2020 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2020 264,723 $ 2.00 Granted 1,760,000 1.57 Vested (1,523,057 ) (1.63 ) Nonvested at September 30, 2020 501,666 $ 1.59 |
Statutory Reserve
Statutory Reserve | 9 Months Ended |
Sep. 30, 2020 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE | NOTE 9 - 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 nine months ended September 30, 2020 as they incurred net losses in the period. |
Restricted Net Assets
Restricted Net Assets | 9 Months Ended |
Sep. 30, 2020 | |
Restricted Net Assets [Abstract] | |
RESTRICTED NET ASSETS | NOTE 10 – 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 September 30, 2020 and December 31, 2019 did not exceed 25% of the Company’s consolidated net assets. Accordingly, the Parent Company’s condensed consolidated financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 11 - 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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, Customer 2020 2019 2020 2019 A (Hebei Daopei, a related party) * 28 % * 15 % B 28 % 21 % 29 % 23 % C 18 % 14 % 18 % 15 % D 14 % 11 % 14 % 12 % * Less than 10% Two customers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at September 30, 2020, accounted for 62.6% of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at September 30, 2020. Two customers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2019, accounted for 93.0% of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2019. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the three and nine months ended September 30, 2020 and 2019. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable at September 30, 2020, accounted for 93.6% of the Company’s total outstanding accounts payable at September 30, 2020. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable at December 31, 2019, accounted for 90.8% of the Company’s total outstanding accounts payable at December 31, 2019. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION For the three and nine months ended September 30, 2020 and 2019, 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 nine months ended September 30, 2020 and 2019 was as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenues Real property operations $ 324,982 $ 264,141 $ 923,205 $ 795,656 Medical related consulting services - related party - 108,520 - 234,214 Development services and sales of developed products - 10,555 - 37,237 Total 324,982 383,216 923,205 1,067,107 Costs and expenses Real property operations 135,821 193,738 663,086 617,173 Medical related consulting services - related party - 94,442 - 202,908 Development services and sales of developed products - 41,808 - 103,899 Total 135,821 329,988 663,086 923,980 Gross profit (loss) Real property operations 189,161 70,403 260,119 178,483 Medical related consulting services - related party - 14,078 - 31,306 Development services and sales of developed products - (31,253 ) - (66,662 ) Total 189,161 53,228 260,119 143,127 Other operating expenses Real property operations 77,852 75,750 291,886 253,347 Medical related consulting services - related party 160,557 206,085 491,683 446,156 Development services and sales of developed products 28,002 1,132,015 94,241 1,574,973 Corporate/Other 3,113,308 4,115,725 8,797,886 12,154,063 Total 3,379,719 5,529,575 9,675,696 14,428,539 Other income (expense) Interest expense Real property operations - - - (32,877 ) Corporate/Other (41,531 ) (11,198 ) (126,169 ) (27,423 ) Total (41,531 ) (11,198 ) (126,169 ) (60,300 ) Other income (expense) Real property operations 4 2,157 (927 ) 2,172 Medical related consulting services - related party (20,095 ) (8,825 ) (36,673 ) (30,679 ) Development services and sales of developed products 221 18 224 197 Corporate/Other - 1,160,137 - 1,096,212 Total (19,870 ) 1,153,487 (37,376 ) 1,067,902 Total other income (expense) (61,401 ) 1,142,289 (163,545 ) 1,007,602 Net income (loss) Real property operations 111,313 (3,190 ) (32,694 ) (105,569 ) Medical related consulting services - related party (180,652 ) (200,832 ) (528,356 ) (445,529 ) Development services and sales of developed products (27,781 ) (1,163,250 ) (94,017 ) (1,641,438 ) Corporate/Other (3,154,839 ) (2,966,786 ) (8,924,055 ) (11,085,274 ) Total $ (3,251,959 ) $ (4,334,058 ) $ (9,579,122 ) $ (13,277,810 ) Identifiable long-lived tangible assets at September 30, 2020 and December 31, 2019 September 30, December 31, Real property operating $ 7,662,047 $ 7,750,743 Medical related consulting services 228,606 263,621 Development services and sales of developed products 259,301 322,741 Total $ 8,149,954 $ 8,337,105 Identifiable long-lived tangible assets at September 30, 2020 and December 31, 2019 September 30, December 31, United States $ 7,734,740 $ 7,839,093 China 415,214 498,012 Total $ 8,149,954 $ 8,337,105 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, 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, of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. Further, The Company had not been able to realize the financial projections provided by Dr. Zhou at the time of the acquisition and has decided to impair the intangible asset associated with this acquisition to zero. Dr. Zhou was terminated as Co-CEO of Genexosome on August 14, 2019. Further, on October 28, 2019, Research Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District Court for the Southern District of Ohio Eastern Division against Dr. Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation of Ohio Uniform Trade Secrets Act. Research Institute is seeking monetary damages, injunctive relief, exemplary damages, injunctive relief and other equitable relief. The Company intends to vigorously defend against this action and pursue all available legal remedies. The civil case against Avalon is stayed pending resolution of the criminal proceedings against Dr. Zhou and Li Chen, and while there can be no assurances, the Company believes it has substantial legal and factual defenses to the Research Institute’s claims and the likelihood of any findings of liability for the Company cannot be assessed at this time. Operating Leases Avalon Shanghai Office Lease On February 24, 2020, 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 $7,000) with a required security deposit of RMB 164,764 (approximately $24,000). In addition, Avalon Shanghai needs to pay monthly maintenance fees of RMB 4,336 (approximately $600). The term of the Beijing Office Lease is 12 months commencing on March 1, 2020 and expires on February 28, 2021. For the three and nine months ended September 30, 2020, rent expense and maintenance fees related to the Beijing Office Lease amounted to approximately $36,000 and $67,000, respectively. As of September 30, 2020, the future minimum rental payment required under this Beijing Office Lease is $40,438. Operating Lease for General Business In December 2019, the Company entered into a lease in New York, U.S., with a third party (the “New York Lease”). Pursuant to the New York Lease, the monthly rent is $6,000. The term of the New York Lease is 3 years commencing on January 1, 2020 and expires on December 31, 2022. For the three and nine months ended September 30, 2020, rent expense related to the New York Lease amounted to $18,000 and $54,000, respectively. Operating lease right-of-use asset related to the New York Lease is included in “Right-of-use asset, operating lease” and is included in the accompanying consolidated balance sheets. With respect to lease liability, operating lease liability is included in “Operating lease obligation” and “Operating lease obligation – noncurrent portion,” in the accompanying consolidated balance sheets. The Company’s leases as of December 31, 2019 did not meet the requirements to be recorded as a right-of-use asset and operating lease obligation as they were immaterial and less than 12 months in term. Supplemental cash flow information related to the New York lease for the nine months ended September 30, 2020 is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 48,000 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 201,028 Supplemental balance sheet information related to the New York Lease as of September 30, 2020 is as follows: Operating Lease: Operating lease right-of-use asset $ 153,556 Current portion of operating lease liability $ 76,379 Long-term operating lease liability 83,177 Total operating lease liability $ 159,556 Weighted Average Remaining Lease Term (in years): Operating lease 2.25 Weighted Average Discount Rate: Operating lease 5.0 % The following table summarizes the maturity of lease liability under the New York Lease as of September 30, 2020: For the Year Ending September 30: Operating Lease 2021 $ 72,000 2022 72,000 2023 18,000 2024 and thereafter - Total lease payments 162,000 Amount of lease payments representing interest (8,444 ) Total present value of operating lease liability $ 153,556 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 five 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 September 30, 2020, Avalon Shanghai has contributed RMB 4,300,000 (approximately $0.6 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 borrowings from related party and equity raises 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 $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 a contribution of $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 $0.7 million) 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 September 30, 2020, Avactis has paid $900,000 to Arbele as research and development fee, and License Agreement has not been finalized. Line of Credit Agreement On August 29, 2019, the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) providing the Company with a $20 million line of credit (the “Line of Credit”) from Wenzhao Lu (the “Lender”), a significant shareholder and director of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. As of September 30, 2020, $2,900,000 was outstanding under the Line of Credit. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On October 20, 2020, the Company entered into a Distribution Agreement with Adial Pharmaceuticals, Inc. (“Adial”) (the “Adial Agreement”). Pursuant to the Adial Agreement, the Company was appointed as a non-exclusive sub-distributor of Adial’s SARS-CoV-2 antibody tests and antigen tests and other medical devices and equipment worldwide. Mr. Stilley, a director of the Company as well as a member of the Nominating and Corporate Governance Committee and Audit Committee, is the Chief Executive Officer and a director of Adial. On December 13, 2019, the Company entered into an Open Market Sale Agreement SM |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP 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 nine months ended September 30, 2020 and 2019 include the allowance for doubtful accounts, the useful life of property and equipment and investment in real estate, 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, rent receivable, deferred financing costs, prepaid expenses and other current assets, accrued liabilities and other payables, accrued liabilities and other payables – related parties, operating lease obligation, tenants’ security deposit, approximate their fair market value based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents A portion of the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $74,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At September 30, 2020, cash balances held in the PRC are RMB 1,302,475 (approximately $192,000), of which, RMB 793,010 (approximately $117,000) was not covered by such limited 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. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At September 30, 2020, the Company’s cash balances in United States bank accounts had approximately $539,000 in excess of the federally-insured limits. At September 30, 2020, the Company’s cash balances by geographic area were as follows: Country: September 30, 2020 United States $ 1,203,710 86.3 % China 191,800 13.7 % Total cash $ 1,395,510 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2020 and December 31, 2019. |
Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. | Investment in Unconsolidated Company – Epicon Biosciences 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 5 for discussion of equity method investment. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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 good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good 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: ● 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 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 has determined that the ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are included in rent receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. |
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 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 7,020,000 5,070,000 7,020,000 5,070,000 Warrants - 1,714,288 - 1,714,288 Potentially dilutive securities 7,020,000 6,784,288 7,020,000 6,784,288 |
Reclassifications | 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. |
Recent Accounting Standards | Recent Accounting Standards 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). 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. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 trade accounts receivable. 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 is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company's subsidiaries consolidated financial statements | Name of Subsidiary 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 using exosomes 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 (“Exosome”) Delaware June 13, 2019 100% held by AVCO Promotes standardization related to exosome industry |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of cash balances by geographic area | Country: September 30, 2020 United States $ 1,203,710 86.3 % China 191,800 13.7 % Total cash $ 1,395,510 100.0 % |
Schedule of the effect of including these potential shares was antidilutive | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 7,020,000 5,070,000 7,020,000 5,070,000 Warrants - 1,714,288 - 1,714,288 Potentially dilutive securities 7,020,000 6,784,288 7,020,000 6,784,288 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepaid expenses and other current assets | September 30, December 31, Prepaid professional fees $ 139,274 $ 153,478 Prepaid research and development fees 90,915 - Prepaid directors and officers liability insurance premium 67,820 4,990 Prepaid VAT on purchase 47,026 40,602 Security deposit 25,478 24,847 Prepaid NASDAQ listing fee 23,417 - Other 38,365 27,223 Total $ 432,295 $ 251,140 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Equity investment carrying amount at January 1, 2020 $ 483,101 Payment made for equity method investment 28,594 Epicon's net loss attributable to the Company (35,382 ) Foreign currency fluctuation 12,061 Equity investment carrying amount at September 30, 2020 $ 488,374 |
Schedule of financial information | September 30, December 31, Current assets $ 8,414 $ 77,272 Noncurrent assets 268,969 247,590 Current liabilities 6,264 324 Noncurrent liabilities - - Equity 271,119 324,538 |
Schedule of financial information | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Net revenue $ - $ - $ - $ - Gross profit - - - - Loss from operation 37,418 63,165 88,587 120,882 Net loss 37,417 63,165 88,456 120,882 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | September 30, December 31, Accrued professional fees $ 963,084 $ 1,243,190 Accrued research and development fees 442,435 650,000 Accrued payroll liability 246,469 373,083 Accrued directors’ compensation 107,500 115,000 Accounts payable 83,850 84,316 Accrued utilities 32,711 12,260 Deferred rental income 60,239 13,136 Other 85,195 79,199 $ 2,021,483 $ 2,570,184 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of revenue from related parties | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Medical related consulting services provided to: Beijing Daopei * $ - $ - $ - $ 55,908 Shanghai Daopei * - - - 14,180 Hebei Daopei * - 108,520 - 164,126 $ - $ 108,520 $ - $ 234,214 * Beijing Daopei, Shanghai Daopei, and Hebei Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at September 30, 2020 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at September 30, Weighted Average Exercise $ 0.50 2,000,000 6.36 $ 0.50 2,000,000 $ 0.50 1.00 – 1.93 2,250,000 6.01 1.47 1,748,334 1.43 2.00 – 2.80 2,740,000 3.02 2.17 2,740,000 2.17 4.76 30,000 3.51 4.76 30,000 4.76 $ 0.50 – 4.76 7,020,000 4.93 $ 1.48 6,518,334 $ 1.47 |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 5,260,000 $ 1.45 Granted 1,760,000 1.57 Terminated / Exercised - - Outstanding at September 30, 2020 7,020,000 $ 1.48 Options exercisable at September 30, 2020 6,518,334 $ 1.47 Options expected to vest 501,666 $ 1.59 |
Schedule of nonvested stock options granted | Number of Options Weighted Average Exercise Price Nonvested at January 1, 2020 264,723 $ 2.00 Granted 1,760,000 1.57 Vested (1,523,057 ) (1.63 ) Nonvested at September 30, 2020 501,666 $ 1.59 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of customers | Three Months Ended September 30, Nine Months Ended September 30, Customer 2020 2019 2020 2019 A (Hebei Daopei, a related party) * 28 % * 15 % B 28 % 21 % 29 % 23 % C 18 % 14 % 18 % 15 % D 14 % 11 % 14 % 12 % * Less than 10% |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenues Real property operations $ 324,982 $ 264,141 $ 923,205 $ 795,656 Medical related consulting services - related party - 108,520 - 234,214 Development services and sales of developed products - 10,555 - 37,237 Total 324,982 383,216 923,205 1,067,107 Costs and expenses Real property operations 135,821 193,738 663,086 617,173 Medical related consulting services - related party - 94,442 - 202,908 Development services and sales of developed products - 41,808 - 103,899 Total 135,821 329,988 663,086 923,980 Gross profit (loss) Real property operations 189,161 70,403 260,119 178,483 Medical related consulting services - related party - 14,078 - 31,306 Development services and sales of developed products - (31,253 ) - (66,662 ) Total 189,161 53,228 260,119 143,127 Other operating expenses Real property operations 77,852 75,750 291,886 253,347 Medical related consulting services - related party 160,557 206,085 491,683 446,156 Development services and sales of developed products 28,002 1,132,015 94,241 1,574,973 Corporate/Other 3,113,308 4,115,725 8,797,886 12,154,063 Total 3,379,719 5,529,575 9,675,696 14,428,539 Other income (expense) Interest expense Real property operations - - - (32,877 ) Corporate/Other (41,531 ) (11,198 ) (126,169 ) (27,423 ) Total (41,531 ) (11,198 ) (126,169 ) (60,300 ) Other income (expense) Real property operations 4 2,157 (927 ) 2,172 Medical related consulting services - related party (20,095 ) (8,825 ) (36,673 ) (30,679 ) Development services and sales of developed products 221 18 224 197 Corporate/Other - 1,160,137 - 1,096,212 Total (19,870 ) 1,153,487 (37,376 ) 1,067,902 Total other income (expense) (61,401 ) 1,142,289 (163,545 ) 1,007,602 Net income (loss) Real property operations 111,313 (3,190 ) (32,694 ) (105,569 ) Medical related consulting services - related party (180,652 ) (200,832 ) (528,356 ) (445,529 ) Development services and sales of developed products (27,781 ) (1,163,250 ) (94,017 ) (1,641,438 ) Corporate/Other (3,154,839 ) (2,966,786 ) (8,924,055 ) (11,085,274 ) Total $ (3,251,959 ) $ (4,334,058 ) $ (9,579,122 ) $ (13,277,810 ) |
Schedule of real property operating | Identifiable long-lived tangible assets at September 30, 2020 and December 31, 2019 September 30, December 31, Real property operating $ 7,662,047 $ 7,750,743 Medical related consulting services 228,606 263,621 Development services and sales of developed products 259,301 322,741 Total $ 8,149,954 $ 8,337,105 |
Schedule of identifiable long-lived tangible assets | Identifiable long-lived tangible assets at September 30, 2020 and December 31, 2019 September 30, December 31, United States $ 7,734,740 $ 7,839,093 China 415,214 498,012 Total $ 8,149,954 $ 8,337,105 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow information | Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 48,000 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 201,028 |
Schedule of supplemental balance sheet information | Operating Lease: Operating lease right-of-use asset $ 153,556 Current portion of operating lease liability $ 76,379 Long-term operating lease liability 83,177 Total operating lease liability $ 159,556 Weighted Average Remaining Lease Term (in years): Operating lease 2.25 Weighted Average Discount Rate: Operating lease 5.0 % |
Schedule of maturity of lease liability | For the Year Ending September 30: Operating Lease 2021 $ 72,000 2022 72,000 2023 18,000 2024 and thereafter - Total lease payments 162,000 Amount of lease payments representing interest (8,444 ) Total present value of operating lease liability $ 153,556 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | 1 Months Ended | 9 Months Ended |
Oct. 19, 2016 | Sep. 30, 2020 | |
Organization and Nature of Operations (Details) [Line Items] | ||
Business acquired percentage | 100.00% | |
Exchange for common stock (in Shares) | 50,000,000 | |
Percentage of capital stock | 100.00% | |
Avalon RT 9 Properties, LLC [Member] | ||
Organization and Nature of Operations (Details) [Line Items] | ||
Building occupancy rate | 87.00% |
Organization and Nature of Op_4
Organization and Nature of Operations (Details) - Schedule of company's subsidiaries consolidated financial statements | 9 Months Ended |
Sep. 30, 2020 | |
Avalon Healthcare System, Inc. (“AHS”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Delaware May 18, 2015 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") |
Avalon (BVI) Ltd. (“Avalon BVI”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | British Virgin Island January 23, 2017 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Dormant, is in process of being dissolved |
Avalon RT 9 Properties LLC (“Avalon RT 9”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | New Jersey February 7, 2017 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Owns and operates an income-producing real property and holds and manages the corporate headquarters |
Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | PRC April 29, 2016 |
Percentage of Ownership | 100% held by AHS |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China |
Genexosome Technologies Inc. (“Genexosome”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Nevada July 31, 2017 |
Percentage of Ownership | 60% held by AVCO |
Principal Activities | Develops proprietary diagnostic and therapeutic products using exosomes |
Beijing Jieteng (Genexosome) Biotech Co., Ltd. ("Beijing Genexosome") [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | PRC August 7, 2015 |
Percentage of Ownership | 100% held by Genexosome |
Principal Activities | Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China |
Avactis Biosciences Inc. (''Avactis'') [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Nevada July 18, 2018 |
Percentage of Ownership | 100% held by AVCO |
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 (''Exosome") [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Delaware June 13, 2019 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Promotes standardization related to exosome industry |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Condition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||||||
Accumulated deficit | $ (38,941,059) | $ (38,941,059) | $ (29,361,937) | ||||||
Recurring net loss | $ (3,251,959) | $ (3,056,382) | $ (3,270,781) | $ (4,334,058) | $ (4,438,823) | $ (4,504,929) | (9,579,122) | $ (13,277,810) | |
Negative cash flow from operating activities | $ (6,185,198) | $ (5,318,165) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - 9 months ended Sep. 30, 2020 | USD ($) | CNY (¥) |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash and cash equivalents, description | the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $74,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. | |
Cash balance held in PRC | $ 192,000 | ¥ 1,302,475 |
Limited insurance | 117,000 | ¥ 793,010 |
Federally-insured limits | 250,000 | |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federally-insured limits | $ 539,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Total cash | $ 1,395,510 |
Percentage of concentrations of credit risk | 100.00% |
United States [Member] | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Total cash | $ 1,203,710 |
Percentage of concentrations of credit risk | 86.30% |
China [Member] | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Total cash | $ 191,800 |
Percentage of concentrations of credit risk | 13.70% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of the effect of including these potential shares was antidilutive - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 7,020,000 | 6,784,288 | 7,020,000 | 6,784,288 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 7,020,000 | 5,070,000 | 7,020,000 | 5,070,000 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 1,714,288 | 1,714,288 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid professional fees | $ 139,274 | $ 153,478 |
Prepaid research and development fees | 90,915 | |
Prepaid directors and officers liability insurance premium | 67,820 | 4,990 |
Prepaid VAT on purchase | 47,026 | 40,602 |
Security deposit | 25,478 | 24,847 |
Prepaid NASDAQ listing fee | 23,417 | |
Other | 38,365 | 27,223 |
Total | $ 432,295 | $ 251,140 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Equity Method Investment (Details) [Line Items] | |||||
Equity method investment amounted | $ 488,374 | $ 488,374 | $ 483,101 | ||
Net loss | $ (14,966) | $ (25,266) | $ (35,382) | $ (48,353) | |
Other Unrelated Company [Member] | |||||
Equity Method Investment (Details) [Line Items] | |||||
Total ownership percentage | 40.00% | ||||
Jiangsu Unicorn Biological Technology Co., Ltd. [Member] | |||||
Equity Method Investment (Details) [Line Items] | |||||
Total ownership percentage | 60.00% |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of equity method investment | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of equity method investment [Abstract] | |
Equity investment carrying amount at January 1, 2020 | $ 483,101 |
Payment made for equity method investment | 28,594 |
Epicon's net loss attributable to the Company | (35,382) |
Foreign currency fluctuation | 12,061 |
Equity investment carrying amount at September 30, 2020 | $ 488,374 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of financial information by investee - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of financial information by investee [Abstract] | ||
Current assets | $ 8,414 | $ 77,272 |
Noncurrent assets | 268,969 | 247,590 |
Current liabilities | 6,264 | 324 |
Noncurrent liabilities | ||
Equity | $ 271,119 | $ 324,538 |
Equity Method Investment (Det_4
Equity Method Investment (Details) - Schedule of financial information - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of financial information [Abstract] | ||||
Net revenue | ||||
Gross profit | ||||
Loss from operation | 37,418 | 63,165 | 88,587 | 120,882 |
Net loss | $ 37,417 | $ 63,165 | $ 88,456 | $ 120,882 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of accrued liabilities and other payables [Abstract] | ||
Accrued professional fees | $ 963,084 | $ 1,243,190 |
Accrued research and development fees | 442,435 | 650,000 |
Accrued payroll liability | 246,469 | 373,083 |
Accrued directors’ compensation | 107,500 | 115,000 |
Accounts payable | 83,850 | 84,316 |
Accrued utilities | 32,711 | 12,260 |
Deferred rental income | 60,239 | 13,136 |
Other | 85,195 | 79,199 |
Total accrued liabilities and other payables | $ 2,021,483 | $ 2,570,184 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 18, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 29, 2019 | |
Related Party Transactions (Details) [Line Items] | |||||||
Accounts receivable - related party | $ 215,418 | ||||||
Accrued liabilities and other payables | 125,363 | 125,363 | 49,194 | ||||
Outstanding principal balance | $ 390,000 | $ 390,000 | 590,000 | ||||
Outstanding line of credit | 2,900,000 | 2,900,000 | 2,600,000 | ||||
Interest expense related party | 41,531 | 8,842 | $ 126,169 | $ 23,425 | |||
Sale of stock, description | On April 1, 2020, the Company sold 645,161 shares of its common stock to WLM Limited (“WLM”), an entity owned by Wenzhao Lu, Chairman of the Board of Directors of the Company, at a price per share of $1.55 for an aggregate purchase price of $1,000,000 (See Note 8 – Common Shares Sold for Cash). | ||||||
Line of Credit Agreement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Line of credit | $ 20,000,000 | ||||||
Interest rate | 5.00% | ||||||
Genexosome [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Accrued liabilities and other payables | $ 3,121 | $ 3,121 | $ 3,121 | ||||
Ownership of percentage | 40.00% | 40.00% | 40.00% | ||||
Genexosome for Cash payment | $ 450,000 | ||||||
Wenzhao Lu [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Outstanding principal balance | $ 1,000,000 | ||||||
Consideration cash | $ 1,000,000 | ||||||
Promissory Note interest percentage | 5.00% | ||||||
Promissory note maturity date | Mar. 19, 2022 | ||||||
Principal repaid amount | $ 410,000 | $ 200,000 | |||||
Chief Executive Officer [Member] | David Jin [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Accrued liabilities and other payables | 33,968 | 33,968 | $ 24,254 | ||||
Chief Operating Officer [Member] | Meng Li [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Accrued liabilities and other payables | $ 0 | $ 0 | $ 10,473 | ||||
Executive Officer [Member] | Yu Zhou [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Ownership of percentage | 40.00% | 40.00% | 40.00% | ||||
Due to related party | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Board of Directors [Member] | Wenzhao Lu [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Accrued liabilities and other payables | $ 125,363 | $ 125,363 | $ 49,194 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of revenue from related parties - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Medical related consulting services provided to: | |||||
Medical related consulting services | $ 108,520 | $ 234,214 | |||
Beijing Daopei [Member] | |||||
Medical related consulting services provided to: | |||||
Medical related consulting services | [1] | 55,908 | |||
Shanghai Daopei [Member] | |||||
Medical related consulting services provided to: | |||||
Medical related consulting services | [1] | 14,180 | |||
Hebei Daopei [Member] | |||||
Medical related consulting services provided to: | |||||
Medical related consulting services | [1] | $ 108,520 | $ 164,126 | ||
[1] | Beijing Daopei, Shanghai Daopei, and Hebei Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Equity (Details)
Equity (Details) - USD ($) | Mar. 31, 2020 | Dec. 13, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 04, 2020 | Dec. 31, 2019 |
Equity (Details) [Line Items] | |||||||||||
Shares reserved for issuance (in Shares) | 5,000,000 | ||||||||||
Aggregate purchase price | $ 2,376,637 | $ 2,959,867 | $ 1,539,251 | $ 1,411,881 | |||||||
Common stock, par value (in Dollars per share) | |||||||||||
Common shares issued for services, value | $ 697,450 | $ 398,730 | $ 213,300 | $ 391,867 | $ 313,801 | ||||||
Aggregate intrinsic values of stock options outstanding | 1,597,500 | $ 1,597,500 | |||||||||
Volatility rate, minimum | 134.32% | ||||||||||
Volatility rate, maximum | 139.58% | ||||||||||
Risk-free rate, minimum | 0.25% | ||||||||||
Risk-free rate, maximum | 1.67% | ||||||||||
Dividend yield | 0.00% | ||||||||||
Aggregate fair value of the options granted | 2,702,401 | $ 2,702,401 | |||||||||
Stock-based compensation expense | 739,362 | 1,916,193 | $ 2,251,312 | $ 5,713,079 | |||||||
Sales Agreement [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Aggregate offering price | $ 20,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Expected life | 3 years | ||||||||||
Maximum [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Expected life | 10 years | ||||||||||
Compensation and Related Benefits [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Stock-based compensation expense | 605,555 | 1,803,829 | $ 1,975,245 | 5,155,983 | |||||||
Professional Fees [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Stock-based compensation expense | 110,970 | 112,364 | 240,162 | 557,096 | |||||||
Research and Development Expense [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Stock-based compensation expense | 22,837 | $ 0 | $ 35,905 | $ 0 | |||||||
Common Shares Issued for Services [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Common shares issued for services, shares (in Shares) | 1,032,577 | ||||||||||
Common shares issued for services, value | $ 1,309,480 | ||||||||||
Stock-based compensation expense | 1,248,159 | ||||||||||
Reduction in accrued liabilities | 35,325 | ||||||||||
Prepaid expense | $ 25,996 | $ 25,996 | |||||||||
Board of Directors Chairman [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Common shares sold for cash, shares (in Shares) | 645,161 | ||||||||||
Share price (in Dollars per share) | $ 1.55 | $ 1.55 | |||||||||
Aggregate purchase price | $ 1,000,000 | ||||||||||
Jefferies LLC [Member] | |||||||||||
Equity (Details) [Line Items] | |||||||||||
Common shares sold for cash, shares (in Shares) | 3,468,315 | ||||||||||
Share price (in Dollars per share) | $ 1.80 | $ 1.80 | |||||||||
Aggregate purchase price | $ 5,875,755 | ||||||||||
Net proceeds, net of commission and other offering costs | $ 357,923 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of stock options outstanding | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
0.50 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 0.50 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 2,000,000 |
Weighted Average Remaining Contractual Life (Years) | 6 years 131 days |
Weighted Average Exercise Price | $ 0.50 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 2,000,000 |
Weighted Average Exercise Price | $ 0.50 |
1.00 – 1.93 Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 1 |
Range of Exercise Price, upper limit | $ 1.93 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 2,250,000 |
Weighted Average Remaining Contractual Life (Years) | 6 years 3 days |
Weighted Average Exercise Price | $ 1.47 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 1,748,334 |
Weighted Average Exercise Price | $ 1.43 |
2.00 - 2.80 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 2 |
Range of Exercise Price, upper limit | $ 2.80 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 2,740,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 days |
Weighted Average Exercise Price | $ 2.17 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 2,740,000 |
Weighted Average Exercise Price | $ 2.17 |
4.76 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 4.76 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 30,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 186 days |
Weighted Average Exercise Price | $ 4.76 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 30,000 |
Weighted Average Exercise Price | $ 4.76 |
0.50 - 4.76 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 0.50 |
Range of Exercise Price, upper limit | $ 4.76 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 7,020,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 339 days |
Weighted Average Exercise Price | $ 1.48 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 6,518,334 |
Weighted Average Exercise Price | $ 1.47 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock option activities | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Schedule of stock option activities [Abstract] | |
Number of Options, Outstanding at January 1, 2020 | shares | 5,260,000 |
Weighted Average Exercise Price, Outstanding at January 1, 2020 | $ / shares | $ 1.45 |
Number of Options, Granted | shares | 1,760,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.57 |
Number of Options, Terminated / Exercised | shares | |
Weighted Average Exercise Price, Terminated / Exercised | $ / shares | |
Number of Options, Outstanding at September 30, 2020 | shares | 7,020,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2020 | $ / shares | $ 1.48 |
Number of Options, Exercisable at September 30, 2020 | shares | 6,518,334 |
Weighted Average Exercise Price, Options exercisable at September 30, 2020 | $ / shares | $ 1.47 |
Number of Options, Expected to vest | shares | 501,666 |
Weighted Average Exercise Price, Options expected to vest | $ / shares | $ 1.59 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of nonvested stock options granted | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Schedule of nonvested stock options granted [Abstract] | |
Number of Options, Nonvested at January 1, 2020 | shares | 264,723 |
Weighted Average Exercise Price, Nonvested at January 1, 2020 | $ / shares | $ 2 |
Number of Options, Granted | shares | 1,760,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.57 |
Number of Options, Vested | shares | (1,523,057) |
Weighted Average Exercise Price, Vested | $ / shares | $ (1.63) |
Number of Options, Nonvested at September 30, 2020 | shares | 501,666 |
Weighted Average Exercise Price, Nonvested at September 30, 2020 | $ / shares | $ 1.59 |
Statutory Reserve (Details)
Statutory Reserve (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Statutory Reserve [Abstract] | |
Statutory reserve percentage | 10.00% |
Registered capital percentage | 50.00% |
Restricted Net Assets (Details)
Restricted Net Assets (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Restricted Net Assets [Abstract] | ||
Restricted net assets, percentage | 25.00% | |
Net assets | 25.00% | 25.00% |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 100.00% | |
Outstanding accounts payable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
10% or more of purchase [Member] | Outstanding accounts payable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 93.60% | 90.80% |
Number of supplier | 1 | 1 |
Outstanding accounts receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Outstanding accounts receivable [Member] | More Than 10% Revenues [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customer | 2 | 2 |
Concentration risk, percentage | 62.60% | 93.00% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customers - More Than 10% Revenues [Member] | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |||
A (Hebei Daopei, a related party) [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Customer | [1] | 28.00% | [1] | 15.00% | ||
B [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Customer | 28.00% | 21.00% | 29.00% | 23.00% | ||
C [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Customer | 18.00% | 14.00% | 18.00% | 15.00% | ||
D [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Customer | 14.00% | 11.00% | 14.00% | 12.00% | ||
[1] | Less than 10% |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Number of reportable business segments | 3 | 3 | 3 | 3 |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting information - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 324,982 | $ 383,216 | $ 923,205 | $ 1,067,107 | ||||
Costs and expenses | 135,821 | 329,988 | 663,086 | 923,980 | ||||
Gross profit (loss) | 189,161 | 53,228 | 260,119 | 143,127 | ||||
Other operating expenses | 3,379,719 | 5,529,575 | 9,675,696 | 14,428,539 | ||||
Interest expense | (41,531) | (11,198) | (126,169) | (60,300) | ||||
Other income (expense) | (19,870) | 1,153,487 | (37,376) | 1,067,902 | ||||
Total other income (expense) | (61,401) | 1,142,289 | (163,545) | 1,007,602 | ||||
Net income (loss) | (3,251,959) | $ (3,056,382) | $ (3,270,781) | (4,334,058) | $ (4,438,823) | $ (4,504,929) | (9,579,122) | (13,277,810) |
Real property operations [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 324,982 | 264,141 | 923,205 | 795,656 | ||||
Costs and expenses | 135,821 | 193,738 | 663,086 | 617,173 | ||||
Gross profit (loss) | 189,161 | 70,403 | 260,119 | 178,483 | ||||
Other operating expenses | 77,852 | 75,750 | 291,886 | 253,347 | ||||
Interest expense | (32,877) | |||||||
Other income (expense) | 4 | 2,157 | (927) | 2,172 | ||||
Net income (loss) | 111,313 | (3,190) | (32,694) | (105,569) | ||||
Medical related consulting services - related party [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 108,520 | 234,214 | ||||||
Costs and expenses | 94,442 | 202,908 | ||||||
Gross profit (loss) | 14,078 | 31,306 | ||||||
Other operating expenses | 160,557 | 206,085 | 491,683 | 446,156 | ||||
Other income (expense) | (20,095) | (8,825) | (36,673) | (30,679) | ||||
Net income (loss) | (180,652) | (200,832) | (528,356) | (445,529) | ||||
Development services and sales of developed products [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 10,555 | 37,237 | ||||||
Costs and expenses | 41,808 | 103,899 | ||||||
Gross profit (loss) | (31,253) | (66,662) | ||||||
Other operating expenses | 28,002 | 1,132,015 | 94,241 | 1,574,973 | ||||
Other income (expense) | 221 | 18 | 224 | 197 | ||||
Net income (loss) | (27,781) | (1,163,250) | (94,017) | (1,641,438) | ||||
Corporate/Other [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Other operating expenses | 3,113,308 | 4,115,725 | 8,797,886 | 12,154,063 | ||||
Interest expense | (41,531) | (11,198) | (126,169) | (27,423) | ||||
Other income (expense) | 1,160,137 | 1,096,212 | ||||||
Net income (loss) | $ (3,154,839) | $ (2,966,786) | $ (8,924,055) | $ (11,085,274) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of real property operating - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total | $ 8,149,954 | $ 8,337,105 |
Real property operating [Member] | ||
Total | 7,662,047 | 7,750,743 |
Medical related consulting services [Member] | ||
Total | 228,606 | 263,621 |
Development services and sales of developed products[Member] | ||
Total | $ 259,301 | $ 322,741 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 8,149,954 | $ 8,337,105 |
United States [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,734,740 | 7,839,093 |
China [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 415,214 | $ 498,012 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 24, 2020USD ($) | Feb. 24, 2020CNY (¥) | Aug. 29, 2019USD ($) | Oct. 23, 2018USD ($) | May 29, 2018 | Oct. 25, 2017 | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 23, 2018CNY (¥) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Stock purchase agreement, description | Beijing Genexosome and Yu Zhou, MD, PhD, 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, of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. | |||||||||
Lease, description | The term of the Beijing Office Lease is 12 months commencing on March 1, 2020 and expires on February 28, 2021. | The term of the Beijing Office Lease is 12 months commencing on March 1, 2020 and expires on February 28, 2021. | ||||||||
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. | |||||||||
Line of Credit Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Line of credit | $ 20,000,000 | |||||||||
Line of Credit bears interest at an annual rate | 5.00% | |||||||||
Received Loan | $ 2,900,000 | |||||||||
Avalon Shanghai [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
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 five 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 September 30, 2020, Avalon Shanghai has contributed RMB 4,300,000 (approximately $0.6 million) that was included in equity method investment on the accompanying consolidated balance sheets | |||||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
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 $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 a contribution of $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 | $ 700,000 | ¥ 5,000,000 | ||||||||
Research and development expense | 900,000 | |||||||||
Avalon Shanghai Office Lease [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lease, monthly rent | $ 7,000 | ¥ 50,586 | ||||||||
Security deposit | 24,000 | 164,764 | ||||||||
Operating lease maintenance fees | $ 600 | ¥ 4,336 | ||||||||
Rent expense | $ 36,000 | 67,000 | ||||||||
Operating lease | 40,438 | |||||||||
New York Lease [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lease, monthly rent | $ 6,000 | |||||||||
Lease, description | The term of the New York Lease is 3 years commencing on January 1, 2020 and expires on December 31, 2022. | |||||||||
Rent expense | $ 18,000 | $ 54,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of supplemental cash flow information | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows paid for operating lease | $ 48,000 |
Right-of-use asset obtained in exchange for lease obligation: | |
Operating lease | $ 201,028 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of supplemental balance sheet information - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Lease: | ||
Operating lease right-of-use asset | $ 153,556 | |
Current portion of operating lease liability | 76,379 | |
Long-term operating lease liability | 83,177 | |
Total operating lease liability | $ 159,556 | |
Weighted Average Remaining Lease Term (in years): | ||
Operating lease | 2 years 3 months | |
Weighted Average Discount Rate: | ||
Operating lease | 5.00% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of maturity of lease liability | Sep. 30, 2020USD ($) |
Schedule of maturity of lease liability [Abstract] | |
2021 | $ 72,000 |
2022 | 72,000 |
2023 | 18,000 |
2024 and thereafter | |
Total lease payments | 162,000 |
Amount of lease payments representing interest | (8,444) |
Total present value of operating lease liability | $ 153,556 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 13, 2019 |
Sales Agreement [Member] | |
Subsequent Events (Details) [Line Items] | |
Subsequent events, description | the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC, as sales agent (“Jefferies”). From October 1, 2020 to November 9, 2020, Jefferies sold an aggregate of 41,909 shares of common stock at an average price of $1.55 per share to investors. The Company received net cash proceeds of $63,197, net of commission paid to sales agent of $1,955. |