Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Avalon GloboCare Corp. | ||
Trading Symbol | AVCO | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 88,625,709 | ||
Entity Public Float | $ 30,394,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001630212 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55709 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1685128 | ||
Entity Address, Address Line One | 4400 Route 9 South | ||
Entity Address, Address Line Two | Suite 3100 | ||
Entity Address, City or Town | Freehold | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07728 | ||
City Area Code | (732) | ||
Local Phone Number | 780-4400 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 807,538 | $ 726,577 |
Rent receivable | 33,618 | 35,395 |
Rent receivable - related party | 33,600 | |
Deferred financing costs, net | 138,631 | 222,141 |
Prepaid professional fees | 186,609 | 78,639 |
Prepaid expenses and other current assets | 123,046 | 223,585 |
Total Current Assets | 1,323,042 | 1,286,337 |
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | 163,211 | 111,840 |
Deferred financing costs - noncurrent portion, net | 74,648 | |
Security deposit | 20,271 | |
Deferred leasing costs | 109,792 | 144,197 |
Operating lease right-of-use assets, net | 145,303 | 137,333 |
Property and equipment, net | 361,547 | 479,115 |
Investment in real estate, net | 7,528,770 | 7,685,686 |
Equity method investment | 515,632 | 521,758 |
Total Non-current Assets | 8,919,174 | 9,079,929 |
Total Assets | 10,242,216 | 10,366,266 |
CURRENT LIABILITIES: | ||
Accrued professional fees | 1,881,349 | 1,212,822 |
Accrued research and development fees | 928,111 | 513,533 |
Accrued payroll liability and directors’ compensation | 307,043 | 154,292 |
Accrued liabilities and other payables | 275,320 | 367,411 |
Accrued liabilities and other payables - related parties | 468,433 | 267,956 |
Operating lease obligation | 151,402 | 76,379 |
Note payable - related party | 390,000 | |
Total Current Liabilities | 4,401,658 | 2,592,393 |
NON-CURRENT LIABILITIES: | ||
Operating lease obligation - noncurrent portion | 5,901 | 66,954 |
Note payable - related party | 390,000 | |
Loan payable - related party | 2,750,262 | 3,200,000 |
Total Non-current Liabilities | 2,756,163 | 3,656,954 |
Total Liabilities | 7,157,821 | 6,249,347 |
Commitments and Contingencies (Note 17) | ||
EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and 2020 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 88,975,169 shares issued and 88,455,169 shares outstanding at December 31, 2021; 82,795,297 shares issued and 82,275,297 shares outstanding at December 31, 2020 | 8,898 | 8,279 |
Additional paid-in capital | 54,888,559 | 46,856,447 |
Less: common stock held in treasury, at cost; 520,000 shares at and December 31, 2021 and 2020 | (522,500) | (522,500) |
Accumulated deficit | (51,131,874) | (42,041,375) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (165,266) | (190,510) |
Total Avalon GloboCare Corp. stockholders’ equity | 3,084,395 | 4,116,919 |
Non-controlling interest | ||
Total Equity | 3,084,395 | 4,116,919 |
Total Liabilities and Equity | $ 10,242,216 | $ 10,366,266 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 88,975,169 | 82,795,297 |
Common stock, outstanding | 88,455,169 | 82,275,297 |
Treasury stock | 520,000 | 520,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Real property rental | $ 1,203,560 | $ 1,206,854 |
Medical related consulting services - related party | 187,412 | 170,908 |
Total Revenues | 1,390,972 | 1,377,762 |
COSTS AND EXPENSES | ||
Real property operating expenses | 829,287 | 851,754 |
Medical related consulting services - related party | 147,167 | 135,805 |
Total Costs and Expenses | 976,454 | 987,559 |
Real property operating income | 374,273 | 355,100 |
Gross profit from medical related consulting services - related party | 40,245 | 35,103 |
Total Gross Profit | 414,518 | 390,203 |
OTHER OPERATING EXPENSES: | ||
Professional fees | 4,946,696 | 6,553,009 |
Compensation and related benefits | 2,042,278 | 4,156,150 |
Research and development expenses | 1,025,009 | 883,855 |
Other general and administrative | 1,234,365 | 1,251,208 |
Total Other Operating Expenses | 9,248,348 | 12,844,222 |
LOSS FROM OPERATIONS | (8,833,830) | (12,454,019) |
OTHER INCOME (EXPENSE) | ||
Interest expense - related party | (200,477) | (168,762) |
Loss from equity method investment | (60,463) | (51,673) |
Other income (expense) | 4,271 | (4,984) |
Total Other Expense, net | (256,669) | (225,419) |
LOSS BEFORE INCOME TAXES | (9,090,499) | (12,679,438) |
INCOME TAXES | ||
NET LOSS | (9,090,499) | (12,679,438) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (9,090,499) | (12,679,438) |
COMPREHENSIVE LOSS: | ||
NET LOSS | (9,090,499) | (12,679,438) |
OTHER COMPREHENSIVE INCOME | ||
Unrealized foreign currency translation gain | 25,244 | 67,237 |
COMPREHENSIVE LOSS | (9,065,255) | (12,612,201) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (9,065,255) | $ (12,612,201) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
Basic and diluted (in Dollars per share) | $ (0.11) | $ (0.16) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 84,911,032 | 79,508,149 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total |
Balance at Dec. 31, 2019 | $ 7,673 | $ 34,593,006 | $ (522,500) | $ (29,361,937) | $ 6,578 | $ (257,747) | $ 4,465,073 | ||
Balance (in Shares) at Dec. 31, 2019 | 76,730,802 | (520,000) | |||||||
Sale of common stock, net | $ 456 | 7,405,019 | 7,405,475 | ||||||
Sale of common stock, net (in Shares) | 4,558,574 | ||||||||
Issuance of common stock for services | $ 150 | 1,892,370 | 1,892,520 | ||||||
Issuance of common stock for services (in Shares) | 1,505,921 | ||||||||
Stock-based compensation | 2,966,052 | 2,966,052 | |||||||
Stock-based compensation (in Shares) | |||||||||
Foreign currency translation adjustment | 67,237 | 67,237 | |||||||
Net loss for the year | (12,679,438) | (12,679,438) | |||||||
Balance at Dec. 31, 2020 | $ 8,279 | 46,856,447 | $ (522,500) | (42,041,375) | 6,578 | (190,510) | 4,116,919 | ||
Balance (in Shares) at Dec. 31, 2020 | 82,795,297 | (520,000) | |||||||
Sale of common stock, net | $ 221 | 2,553,188 | 2,553,409 | ||||||
Sale of common stock, net (in Shares) | 2,206,838 | ||||||||
Issuance of common stock for settlement of accrued professional fees | $ 17 | 202,483 | 202,500 | ||||||
Issuance of common stock for settlement of accrued professional fees (in Shares) | 167,355 | ||||||||
Issuance of common stock for settlement of loan payable - related party | $ 240 | 2,999,760 | 3,000,000 | ||||||
Issuance of common stock for settlement of loan payable - related party (in Shares) | 2,400,000 | ||||||||
Issuance of common stock for services | $ 141 | 1,507,347 | 1,507,488 | ||||||
Issuance of common stock for services (in Shares) | 1,405,679 | ||||||||
Stock-based compensation | 769,334 | 769,334 | |||||||
Stock-based compensation (in Shares) | |||||||||
Foreign currency translation adjustment | 25,244 | 25,244 | |||||||
Net loss for the year | (9,090,499) | (9,090,499) | |||||||
Balance at Dec. 31, 2021 | $ 8,898 | $ 54,888,559 | $ (522,500) | $ (51,131,874) | $ 6,578 | $ (165,266) | $ 3,084,395 | ||
Balance (in Shares) at Dec. 31, 2021 | 88,975,169 | (520,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,090,499) | $ (12,679,438) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt provision | 8,091 | 55,133 |
Depreciation | 311,761 | 314,780 |
Change in straight-line rent receivable | (51,246) | 7,554 |
Amortization of right-of-use asset | 127,020 | 63,695 |
Stock-based compensation and service expense | 2,110,169 | 5,494,033 |
Loss on equity method investment | 60,463 | 51,673 |
Loss on fixed assets disposal | 2,679 | |
Changes in operating assets and liabilities: | ||
Accounts receivable - related party | 217,394 | |
Rent receivable | (168) | (82,174) |
Rent receivable - related party | (33,600) | |
Security deposit | 6,847 | |
Deferred leasing costs | 21,203 | |
Prepaid expenses and other assets | 95,133 | (206,632) |
Accrued liabilities and other payables | 1,330,890 | (845,864) |
Accrued liabilities and other payables - related parties | 200,477 | 118,762 |
Operating lease obligation | (121,020) | (57,695) |
NET CASH USED IN OPERATING ACTIVITIES | (5,024,479) | (7,546,100) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (17,502) | |
Improvement of commercial real estate | (10,332) | (111,213) |
Additional investment in equity method investment | (40,301) | (57,972) |
CASH USED IN INVESTING ACTIVITIES | (68,135) | (169,185) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of note payable - related party | (200,000) | |
Proceeds received from loan payable - related party | 2,550,262 | 600,000 |
Proceeds received from equity offering | 2,860,304 | 7,804,099 |
Disbursements for equity offering costs | (240,434) | (539,818) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,170,132 | 7,664,281 |
EFFECT OF EXCHANGE RATE ON CASH | 3,443 | 12,690 |
NET INCREASE (DECREASE) IN CASH | 80,961 | (38,314) |
CASH - beginning of year | 726,577 | 764,891 |
CASH - end of year | 807,538 | 726,577 |
Cash paid for: | ||
Interest | 50,000 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for future services | 155,700 | 34,629 |
Common stock issued for accrued liabilities | 276,032 | 187,725 |
Deferred financing costs in accrued liabilities | 57,599 | |
Accrued professional fees relieved for shares issued | 202,500 | |
Related party loan settled in shares | $ 3,000,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 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 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 COVID-19 related vaccine and 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 December 31, 2021. 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. Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. As of March 24, 2022, the occupancy rate of the building is 83.5%. On July 31, 2017, the Company formed Genexosome Technologies Inc. (“Genexosome”) in Nevada. Genexosome was engaged in developing proprietary diagnostic and therapeutic products using exosomes. Genexosome owns 100% of the capital stock of Beijing Jieteng (Genexosome) Biotech Co., Ltd., a corporation incorporated in the People’s Republic of China on August 7, 2015 (“Beijing Genexosome”), and the Company holds 60% of Genexosome and Dr. Yu Zhou holds 40% of Genexosome. 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. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. 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 December 31, 2021. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 2021 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 Dormant Beijing Jieteng (Genexosome) Biotech Co., Ltd. (“Beijing Genexosome”) PRC August 7, 2015 100% held by Genexosome Dormant 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN CONDITION | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. Through its subsidiary structure with unique integration of verticals from innovative 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 COVID-19 related vaccine and therapeutics. In addition, the Company owns commercial real estate that houses its headquarters in Freehold, New Jersey and provides outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People’s Republic of China. As reflected in the accompanying consolidated financial statements, the Company had a working capital deficit of $3,078,616 as of December 31, 2021 and has incurred recurring net losses and generated negative cash flow from operating activities of $9,090,499 and $5,024,479 for the year ended December 31, 2021, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of providing medical related consulting services to its only few clients who are related parties and generating rental revenue from its income-producing real estate property in New Jersey; 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. 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 2022. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the 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 years ended December 31, 2021 and 2020 include 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature. 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 At December 31, 2021 and 2020, the Company’s cash balances by geographic area were as follows: Country: December 31, December 31, United States $ 767,605 95.1 % $ 559,711 77.0 % China 39,933 4.9 % 166,866 23.0 % Total cash $ 807,538 100.0 % $ 726,577 100.0 % 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 December 31, 2021 and 2020. Credit Risk and Uncertainties 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 $79,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2021, cash balances held in the PRC were RMB 253,813 (approximately $40,000), which were 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 December 31, 2021, the Company’s cash balances in United States bank accounts had approximately $228,000 in excess of the federally-insured limits. 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 short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. Rent Receivable and Allowance for Doubtful Accounts Rent receivable is presented net of an allowance for doubtful accounts. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its rent receivable at December 31, 2021 and 2020. Deferred Financing Costs Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2021 and 2020, deferred financing costs amounted to $213,279 and $222,141, respectively. Deferred Leasing Costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. 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 7 for discussion of equity method investment. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the years ended December 31, 2021 and 2020. Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2021 and 2020, deferred rental income totaled $8,638 and $23,510, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets. Value Added Tax Avalon Shanghai is subject to a value added tax (“VAT”) for providing medical related consulting services. The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of medical related consulting services provided (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC’s value added tax for all the periods presented in the consolidated statements of operations and comprehensive loss. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company’s revenues are derived from providing medial related consulting services for its’ related parties. Revenues related to its service offerings are recognized at a point in time when service is rendered. Any payments received in advance of the performance of services are recorded as deferred revenue until such time as the services are performed. 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. Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease. The Company begins recording rent expense on the lease possession date. Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. Medical Related Consulting Services Costs Costs of medical related consulting services include the cost of labor and related benefits, travel expenses related to consulting services, and other overhead costs. Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $1,025,009 and $883,855 in the years ended December 31, 2021 and 2020, respectively. Advertising Costs All costs related to advertising are expensed as incurred. For the years ended December 31, 2021 and 2020, advertising costs amounted to $328,565 and $294,352, respectively. Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2021 and 2020, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. For United States entities, tax year that remains subject to examination is the years ended December 31, 2021, 2020, 2019 and 2018. For China entities, income tax returns for the tax years ended December 31, 2017 through December 31, 2021 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, Genexosome, Avactis, and Exosome, is the U.S. dollar and the functional currency of Avalon Shanghai and Beijing Genexosome, is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2021 and 2020 were translated at 6.3559 RMB and 6.5306 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2021 and 2020 were 6.4515 RMB and 6.8999 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the years ended December 31, 2021 and 2020 consisted of net loss and unrealized gain from foreign currency translation adjustment. Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is 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. For the years ended December 31, 2021 and 2020, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (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: Years Ended 2021 2020 Stock options 8,000,000 7,140,000 Potentially dilutive securities 8,000,000 7,140,000 Non-controlling Interest As of December 31, 2021, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the year ended December 31, 2021, the Company operates through two business segments: real property operating segment and medical related consulting services segment. During the year ended December 31, 2020, the Company operates through These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Fiscal Year End The Company has adopted a fiscal year end of December 31st. Recent Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes 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 | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2021 and 2020, prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid directors and officers liability insurance premium $ 49,656 $ 64,929 Recoverable VAT 23,655 40,446 Deferred leasing costs 31,422 18,220 Prepaid research and development fees - 60,610 Other 18,313 39,380 Total $ 123,046 $ 223,585 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT At December 31, 2021 and 2020, property and equipment consisted of the following: Useful life December 31, December 31, Laboratory equipment 5 Years $ 579,508 $ 741,842 Office equipment and furniture 3 – 10 Years 34,092 39,573 613,600 781,415 Less: accumulated depreciation (252,053 ) (302,300 ) $ 361,547 $ 479,115 For the years ended December 31, 2021 and 2020, depreciation expense of property and equipment amounted to $144,513 and $145,603, respectively, of which, $3,276 and $3,276 was included in real property operating expenses, $19,914 and $70,241 was included in other operating expenses, and $121,323 and $72,086 was included in research and development expense, respectively. |
Investment in Real Estate
Investment in Real Estate | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | NOTE 6 – INVESTMENT IN REAL ESTATE At December 31, 2021 and 2020, investment in real estate consisted of the following: Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 529,372 519,040 8,237,943 8,227,611 Less: accumulated depreciation (709,173 ) (541,925 ) $ 7,528,770 $ 7,685,686 For the years ended December 31, 2021 and 2020, depreciation expense of this commercial real property amounted to $167,248 and $169,177, which was included in real property operating expenses. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 7 – EQUITY METHOD INVESTMENT As of December 31, 2021 and 2020, the equity method investment amounted to $515,632 and $521,758, 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 years ended December 31, 2021 and 2020, the Company’s share of Epicon’s net loss was $60,463 and $51,673, respectively, which was included in loss from equity method investment in the accompanying consolidated statements of operations and comprehensive loss. In the years ended December 31, 2021 and 2021, 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 57,972 Epicon’s net loss attributable to the Company (51,673 ) Foreign currency fluctuation 32,358 Equity investment carrying amount at December 31, 2020 521,758 Payment made for equity method investment 40,301 Epicon’s net loss attributable to the Company (60,463 ) Foreign currency fluctuation 14,036 Equity investment carrying amount at December 31, 2021 $ 515,632 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, December 31, Current assets $ 5,479 $ 13,023 Noncurrent assets 216,864 264,390 Current liabilities 56,626 6,615 Noncurrent liabilities - - Equity 165,717 270,798 For the Years 2021 2020 Net revenue $ - $ - Gross profit - - Loss from operation 151,158 129,316 Net loss 151,158 129,183 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 8 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2021 and 2020, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 81,900 Tenants’ security deposit 73,733 69,634 Accrued business expense reimbursement 68,172 36,657 Accounts payable - 87,190 Accrued utilities 14,372 14,911 Taxes payable 14,459 15,790 Deferred rental income 8,638 23,510 Others 52,446 37,819 Total $ 275,320 $ 367,411 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Rental Revenue from Related Party and Rent Receivable – Related Party The Company leases space of its commercial real property located in New Jersey to a company, which is controlled by Wenzhao Lu, the Company’s largest shareholder and chairman of the Board of Directors. The term of the related party lease agreement is five years commencing on May 1, 2021 and will expire on April 30, 2026. For the year ended December 31, 2021, the related party rental revenue amounted to $33,600, and has been included in real property rental on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2021, the related party rent receivable totaled $33,600 and no allowance for doubtful accounts was deemed to be required on rent receivable – related party at December 31, 2021. Medical Related Consulting Services Revenue from Related Parties During the years ended December 31, 2021 and 2020, medical related consulting services revenue from related parties was as follows: Years Ended 2021 2020 Medical related consulting services provided to: Hebei Daopei * $ 187,412 $ - Shanghai Daopei * - 170,908 $ 187,412 $ 170,908 * Hebei Daopei and Shanghai Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. Services Provided by Related Party From time to time, Wilbert Tauzin, a director of the Company, and his son provide consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $216,169 and $282,582 for the years ended December 31, 2021 and 2020, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. Accrued Liabilities and Other Payables – Related Parties In 2017, the Company acquired Beijing Genexosome for a cash payment of $450,000. As of December 31, 2021 and 2020, the unpaid acquisition consideration of $100,000, was payable to Dr. Yu Zhou, former 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 December 31, 2021 and 2020, 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 $368,433 and $167,956, 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. In March 2022, the Company and Wenzhao Lu entered into a Loan Extension and Modification Agreement (the “Extension”) to extend the maturity date to March 19, 2024.The Company repaid principal of $410,000 and $200,000 in the third quarter of 2019 and second quarter of 2020, respectively. As of December 31, 2021 and 2020, the outstanding principal balance was $390,000. 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. In the years ended December 31, 2021 and 2020, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at January 1, 2020 $ 2,600,000 Draw down from Line of Credit 600,000 Outstanding principal under the Line of Credit at December 31, 2020 3,200,000 Draw down from Line of Credit 2,550,262 Settlement pursuant to Debt Settlement Agreement and Release * (3,000,000 ) Outstanding principal under the Line of Credit at December 31, 2021 $ 2,750,262 * On December 21, 2021, the Company and Mr. Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which the $3.0 million debt was settled by issuance of the Company’s 2,400,000 shares of common stock (See Note 11 – Common Shares Issued Pursuant to for Related Party Debt Settlement Agreement and Release). The 2.4 million shares issued had a fair value of $3 million. For the years ended December 31, 2021 and 2020, the interest expense related to above borrowings amounted to $200,477 and $168,762, respectively, and has been included in interest expense – related party on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, the related accrued and unpaid interest for above borrowings was $368,433 and $167,956, respectively, and has been included in accrued liabilities and other payables – related parties on the accompanying 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, the fair market value on transaction date, for an aggregate purchase price of $1,000,000 (See Note 11 – Common Shares Sold for Cash). |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. Under the Income Tax Laws of PRC, Chinese companies are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company has a cumulative deficit from its foreign subsidiaries of $2,591,758 as of December 31, 2021, which is included in the consolidated accumulated deficit. The Company’s loss before income taxes includes the following components: Years Ended 2021 2020 United States loss before income taxes $ (8,504,426 ) $ (12,041,331 ) China loss before income taxes (586,073 ) (638,107 ) Total loss before income taxes $ (9,090,499 ) $ (12,679,438 ) Components of income taxes expense (benefit) consisted of the following: Years Ended 2021 2020 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (1,810,264 ) $ (2,333,680 ) U.S. state and local (612,904 ) (790,117 ) China (152,015 ) (132,578 ) Total deferred income taxes (benefit) $ (2,575,183 ) $ (3,256,375 ) Change in valuation allowance 2,575,183 3,256,375 Total income taxes expense $ - $ - The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2021 and 2020: Years Ended 2021 2020 U.S. federal rate 21.0 % 21.0 % U.S. state rate 6.7 % 6.8 % Non-US rate differential 0.3 % 0.2 % Prior year true-up 4.9 % 0.0 % U.S. valuation allowance (32.9 )% (28.0 )% Total provision for income taxes 0.0 % 0.0 % For the years ended December 31, 2021 and 2020, the Company did not incur any income taxes expense since it did not generate any taxable income in those periods. The Company’s foreign entities did not pay any income taxes during the years ended December 31, 2021 and 2020. The Company’s components of deferred taxes as of December 31, 2021 and 2020 were as follows: December 31, December 31, Deferred tax assets Stock-based compensation $ 3,696,463 $ 3,667,375 Disallowed business interest deduction 103,567 33,384 Accrued directors’ compensation 80,816 - Lease liability 23,156 40,291 Net operating loss carryforward 11,441,503 9,079,127 Total deferred tax assets, gross 15,345,505 12,820,177 Valuation allowance (15,224,188 ) (12,649,005 ) Total deferred tax assets, net $ 121,317 $ 171,172 Deferred tax liabilities Fixed assets and intangible assets book/tax basis difference (101,534 ) (132,568 ) Right-of-use assets (19,783 ) (38,604 ) Total deferred tax liabilities $ (121,317 ) $ (171,172 ) Net deferred tax assets $ - $ - As of December 31, 2021 and 2020, the Company’s both federal and state net operating loss carryforwards amounted to $38,420,422 and $30,557,167, respectively. As of December 31, 2021, the Company has $35,932,868 of U.S. federal net operating loss carryovers that have no expiration date, and $2,487,554 of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. As of December 31, 2021, the Company had net operating loss carryforwards in China of $2,566,087 that begin to expire in 2022. Additionally, as of December 31, 2021, $61,847 of the future utilization of the net operating loss carryforward to offset future taxable income is subject to special tax rules which may limit their usage under IRS Section 382 (Change of Ownership) and possibly the Separate Return Limitation Year (“SRLY”) rules. A full valuation allowance has been provided against the Company’s deferred tax assets at December 31, 2021 as the Company believes it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. The Company has been notified and assessed an IRS Section 6038 penalty of $10,000 for failure to file a foreign entity tax disclosure. The Company has appealed the penalty and awaits the Internal Revenue Service’s review of the appeal. There is no assurance such appeal will be successful. The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from 2018 to 2021, and open for audit by the Chinese Ministry of Finance from 2017 to 2021. There were no material uncertain tax positions as of December 31, 2021 and 2020. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense, if any. The Company does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 11 – EQUITY Common Shares Sold for Cash On December 13, 2019, the Company entered into an Open Market Sale Agreement SM 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, the fair market value on transaction date, for an aggregate purchase price of $1,000,000. The closing occurred on April 1, 2020 (See Note 9 - Common Shares Sold to Related Party). Common Shares Issued for Services During the year ended December 31, 2021, the Company issued a total of 1,405,679 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,507,488, 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 $1,075,756 for the year ended December 31, 2021 and reduced accrued liabilities of $276,032 and recorded prepaid expense of $155,700 as of December 31, 2021 which will be amortized over the rest of corresponding service periods. During the year ended December 31, 2020, the Company issued a total of 1,505,921 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,892,520, 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 $1,670,166 for the year ended December 31, 2020 and reduced accrued liabilities of $187,725 and recorded prepaid expense of $34,629 as of December 31, 2020 which will be amortized over the rest of corresponding service periods. Common Shares Issued for Settlement of Accrued Professional Fees In June 2021, the Company issued 167,355 shares of its common stock to settle accrued and unpaid professional fees of $202,500. The 167,355 shares issued had a fair value of $202,500. Common Shares Issued Pursuant to Related Party Debt Settlement Agreement and Release On December 21, 2021, the Company and Mr. Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which The Company settled $3.0 million debt owed under the Line of Credit by issuance of the Company’s 2,400,000 shares of common stock (See Note 9 – Borrowings from Related Party – Line of Credit ) . The 2.4 million shares issued had a fair value of $3 million. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2021: Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 0.50 2,000,000 5.11 $ 0.50 2,000,000 $ 0.50 1.00 – 1.93 2,955,000 4.80 1.39 2,749,166 1.41 2.00 – 2.80 2,740,000 1.76 2.17 2,740,000 2.17 4.76 30,000 2.26 4.76 30,000 4.76 $ 0.50 – 4.76 7,725,000 3.97 $ 1.45 7,519,166 $ 1.46 Stock option activities for the years ended December 31, 2021 and 2020 were as follows: Number of Weighted Outstanding at January 1, 2020 5,260,000 $ 1.45 Granted 1,960,000 1.52 Expired (80,000 ) (1.00 ) Outstanding at December 31, 2020 7,140,000 1.48 Granted 860,000 1.08 Forfeited / Expired (275,000 ) (1.01 ) Outstanding at December 31, 2021 7,725,000 $ 1.45 Options exercisable at December 31, 2021 7,519,166 $ 1.46 Options expected to vest 205,834 $ 1.04 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at December 31, 2021 was $640,000. The fair values of options granted during the year ended December 31, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 119.21% - 128.42%, risk-free rate of 0.33% - 1.20%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2021 was $726,952. The fair values of options granted during the year ended December 31, 2020 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 131.16% - 139.58%, risk-free rate of 0.20% - 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 year ended December 31, 2020 was $2,878,773. Stock-based compensation expense associated with stock options granted amounted to $769,334 and $2,966,052, of which, $544,785 and $2,669,729 was recorded as compensation and related benefits, $157,207 and $240,354 was recorded as professional fees, and $67,342 and $55,969 was recorded as research and development expenses, for the years ended December 31, 2021 and 2020, respectively. A summary of the status of the Company’s nonvested stock options granted as of December 31, 2021 and changes during the years ended December 31, 2021 and 2020 is presented below: Number of Weighted Nonvested at January 1, 2020 264,723 $ 2.00 Granted 1,960,000 1.52 Vested (2,006,389 ) (1.62 ) Nonvested at December 31, 2020 218,334 1.18 Granted 860,000 1.08 Forfeited (15,000 ) (1.11 ) Vested (857,500 ) (1.11 ) Nonvested at December 31, 2021 205,834 $ 1.04 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. |
Statutory Reserve and Restricte
Statutory Reserve and Restricted Net Assets | 12 Months Ended |
Dec. 31, 2021 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | NOTE 12 - STATUTORY RESERVE AND RESTRICTED NET ASSETS The Company’s PRC subsidiaries, Avalon Shanghai and Beijing Genexosome, The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends. Relevant PRC laws and regulations restrict the Company’s PRC subsidiaries, Avalon Shanghai and Beijing Genexosome The Company did not make any appropriation to statutory reserve for Avalon Shanghai and Beijing Genexosome during the years ended December 31, 2021 and 2020 as they incurred net losses in these periods. As of December 31, 2021 and 2020, the restricted amounts as determined pursuant to PRC statutory laws totaled $6,578 and $6,578, respectively, and total restricted net assets amounted to $783,984 and $683,984, respectively. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 13 – NONCONTROLLING INTEREST As of December 31, 2021, Dr. Yu Zhou, former director and former co-chief executive officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. During the years ended December 31, 2021 and 2020, the Company did not allocate any net loss and foreign currency translation adjustment to the noncontrolling interest holder due to its inability to satisfy these deficits. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | NOTE 14 – CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company shall be filed when the restricted net assets of consolidated subsidiary 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 subsidiary shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiary (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiary in the form of loans, advances or cash dividends without the consent of a third party. The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with such requirement and concluded that it was not applicable to the Company as the restricted net assets of the Company’s PRC subsidiaries did not exceed 25% of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company have not been required. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15 - 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 years ended December 31, 2021 and 2020. Years Ended Customer 2021 2020 A (Shanghai Daopei, a related party) * 12 % B (Hebei Daopei, a related party) 13 % * C 28 % 24 % D 16 % 16 % E 11 % 12 % * Less than 10% Two customers, of which, one is a related party and the other is a third party, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, accounts receivable – related party, rent receivable, and rent receivable – related party at December 31, 2021, accounted for 80.6% of the Company’s total outstanding accounts receivable, accounts receivable – related party, rent receivable, and rent receivable – related party at December 31, 2021. Two third party 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, 2020, accounted for 78.3% of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2020. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the years ended December 31, 2021 and 2020. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable at December 31, 2020, accounted for 93.6% of the Company’s total outstanding accounts payable at December 31, 2020. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 16 – SEGMENT INFORMATION For the year ended December 31, 2020, 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. Due to the winding down of the development services and sales of developed products segment in 2020, the Company no longer has any material revenues or expenses in this segment. As a result, commencing from the first quarter of 2021, the Company’s chief operating decision maker no longer reviews development services and sales of developed products operating results. For the year ended December 31, 2021, the Company operated in two reportable business segments - (1) the real property operating segment, and (2) the medical related consulting services 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 years ended December 31, 2021 and 2020 was as follows: Years Ended 2021 2020 Revenues Real property operations $ 1,203,560 $ 1,206,854 Medical related consulting services 187,412 170,908 Total 1,390,972 1,377,762 Costs and expenses Real property operations 829,287 851,754 Medical related consulting services 147,167 135,805 Total 976,454 987,559 Gross profit Real property operations 374,273 355,100 Medical related consulting services 40,245 35,103 Total 414,518 390,203 Other operating expenses Real property operations 381,266 418,863 Medical related consulting services 469,942 577,962 Development services and sales of developed products - 123,546 Corporate/Other 8,397,140 11,723,851 Total 9,248,348 12,844,222 Other (expense) income Interest expense Corporate/Other (200,477 ) (168,762 ) Total (200,477 ) (168,762 ) Other income (expense) Real property operations 115 (921 ) Medical related consulting services (61,494 ) (55,964 ) Development services and sales of developed products - 228 Corporate/Other 5,187 - Total (56,192 ) (56,657 ) Total other expense, net (256,669 ) (225,419 ) Net loss Real property operations 6,878 64,684 Medical related consulting services 491,191 598,823 Development services and sales of developed products - 123,318 Corporate/Other 8,592,430 11,892,613 Total $ 9,090,499 $ 12,679,438 Identifiable long-lived tangible assets at December 31, 2021 and 2020 December 31, December 31, Real property operations $ 7,537,281 $ 7,697,473 Medical related consulting services 742 223,459 Development services and sales of developed products - 243,869 Corporate/Other 352,294 - Total $ 7,890,317 $ 8,164,801 Identifiable long-lived tangible assets at December 31, 2021 and 2020 December 31, December 31, United States $ 7,583,880 $ 7,764,947 China 306,437 399,854 Total $ 7,890,317 $ 8,164,801 |
Commitments and Contincengies
Commitments and Contincengies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 17 – COMMITMENTS AND CONTINCENGIES 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 criminal proceedings against Dr. Zhou and Li Chen have been concluded and the civil litigation continue. The Company and Nationwide Children’s Hospital have reached a verbal settlement agreement. Both parties are in the process of drafting the related written agreements. There can be no assurances that these settlement agreements will be signed. Operating Leases Commitment The Company is a party to leases for office space. Rent expense under all operating leases amounted to approximately $143,000 and $157,000 for the years ended December 31, 2021 and 2020, respectively. Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 is as follows: Years Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 130,071 $ 66,000 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 133,879 $ 201,028 The following table summarizes the lease term and discount rate for the Company’s operating lease as of December 31, 2021: Operating Lease Weighted average remaining lease term (in years) 1.08 Weighted average discount rate 4.88 % The following table summarizes the maturity of lease liabilities under operating lease as of December 31, 2021: For the Year Ending December 31: Operating 2022 $ 154,947 2023 5,913 2024 and thereafter - Total lease payments 160,860 Amount of lease payments representing interest (3,557 ) Total present value of operating lease liabilities $ 157,303 Current portion $ 151,402 Long-term portion 5,901 Total $ 157,303 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 $1.3 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 $1.6 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 December 31, 2021, Avalon Shanghai has contributed RMB 4,760,000 (approximately $0.7 million) that was included in equity method investment on the accompanying consolidated balance sheets. The Company 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 $0.8 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 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 both December 31, 2021 and 2020, Avactis paid the $900,000 to Arbele as research and development fee. As of December 31, 2021, 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 December 31, 2021, $2,750,262 was outstanding under the Line of Credit. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Common Shares Sold for Cash On December 13, 2019, the Company entered into an Open Market Sale Agreement SM 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 (“Original Note”) in consideration of cash in the amount of $1,000,000. The Original Note had a maturity date of March 19, 2022. In March 2022, the Company and Wenzhao Lu entered into a Loan Extension and Modification Agreement (the “Extension”) to extend the maturity date to March 19, 2024. 2022 Convertible Note On March 28, 2022, the Company entered into Securities Purchase Agreement with an accredited investor providing for the sale by the Company to the investor of a Convertible Note in the amount of $4,000,000 (the “2022 Convertible Note”). In addition to the 2022 Convertible Note, the investor will also receive a Stock Purchase Warrant (the “2022 Warrant”) to acquire an aggregate of 1,333,333 shares of common stock. The 2022 Warrants will be exercisable for five years at an exercise price of $1.25. The financing will close on or about April 15, 2022. The 2022 Convertible Note will bear interest at 1% per annum payable at maturity and matures ten years from issuance. The investor may elect to convert all or part of the 2022 Convertible Note, plus accrued interest, at any time into shares of common stock of the Company at a conversion price equal to 95% of the average of the highest three trading prices for the common stock during the 20-trading day period ending one trading day prior to the conversion date but in no event will the conversion price be lower than $0.75 per share. The investor agreed to restrict its ability to convert the 2022 Convertible Note and exercise the 2022 Warrants and receive shares of common stock such that the number of shares of common stock held by the investor after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. Further, Investor agreed to not sell or transfer any or all of the shares of common stock underlying the 2022 Convertible Note or the 2022 Warrant for a period of 90 days beginning on the closing date (the “Lock-Up Period”). Following the expiration of the Lock-Up Period, the investor has agreed to limit its sale or transfer of such shares of common stock to a maximum monthly amount equal to 20% of the shares of common stock issuable upon conversion of the 2022 Convertible Note. The Company agreed to use its reasonable best efforts to file a registration statement on Form S-3 (or other appropriate form) providing for the resale by the investor of the shares of common stock underlying the 2022 Convertible Note and the 2022 Warrant. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the 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 years ended December 31, 2021 and 2020 include 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature. 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 At December 31, 2021 and 2020, the Company’s cash balances by geographic area were as follows: Country: December 31, December 31, United States $ 767,605 95.1 % $ 559,711 77.0 % China 39,933 4.9 % 166,866 23.0 % Total cash $ 807,538 100.0 % $ 726,577 100.0 % 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 December 31, 2021 and 2020. |
Credit Risk and Uncertainties | Credit Risk and Uncertainties 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 $79,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2021, cash balances held in the PRC were RMB 253,813 (approximately $40,000), which were 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 December 31, 2021, the Company’s cash balances in United States bank accounts had approximately $228,000 in excess of the federally-insured limits. 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 short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
Rent Receivable and Allowance for Doubtful Accounts | Rent Receivable and Allowance for Doubtful Accounts Rent receivable is presented net of an allowance for doubtful accounts. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its rent receivable at December 31, 2021 and 2020. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2021 and 2020, deferred financing costs amounted to $213,279 and $222,141, respectively. |
Deferred Leasing Costs | Deferred Leasing Costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Investment In Real Estate and Depreciation | Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. |
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 7 for discussion of equity method investment. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the years ended December 31, 2021 and 2020. |
Deferred Rental Income | Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2021 and 2020, deferred rental income totaled $8,638 and $23,510, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets. |
Value Added Tax | Value Added Tax Avalon Shanghai is subject to a value added tax (“VAT”) for providing medical related consulting services. The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of medical related consulting services provided (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC’s value added tax for all the periods presented in the consolidated statements of operations and comprehensive loss. |
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 the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company’s revenues are derived from providing medial related consulting services for its’ related parties. Revenues related to its service offerings are recognized at a point in time when service is rendered. Any payments received in advance of the performance of services are recorded as deferred revenue until such time as the services are performed. 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. |
Office Lease | Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease. The Company begins recording rent expense on the lease possession date. |
Real Property Operating Expenses | Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. |
Medical Related Consulting Services Costs | Medical Related Consulting Services Costs Costs of medical related consulting services include the cost of labor and related benefits, travel expenses related to consulting services, and other overhead costs. |
Research and Development | Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $1,025,009 and $883,855 in the years ended December 31, 2021 and 2020, respectively. |
Advertising Costs | Advertising Costs All costs related to advertising are expensed as incurred. For the years ended December 31, 2021 and 2020, advertising costs amounted to $328,565 and $294,352, respectively. |
Stock-based Compensation | Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. |
Income Taxes | Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2021 and 2020, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. For United States entities, tax year that remains subject to examination is the years ended December 31, 2021, 2020, 2019 and 2018. For China entities, income tax returns for the tax years ended December 31, 2017 through December 31, 2021 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, Genexosome, Avactis, and Exosome, is the U.S. dollar and the functional currency of Avalon Shanghai and Beijing Genexosome, is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2021 and 2020 were translated at 6.3559 RMB and 6.5306 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2021 and 2020 were 6.4515 RMB and 6.8999 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the years ended December 31, 2021 and 2020 consisted of net loss and unrealized gain from foreign currency translation adjustment. |
Per Share Data | Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is 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. For the years ended December 31, 2021 and 2020, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (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: |
Non-controlling Interest | Non-controlling Interest As of December 31, 2021, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the year ended December 31, 2021, the Company operates through two business segments: real property operating segment and medical related consulting services segment. During the year ended December 31, 2020, the Company operates through These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Fiscal Year End | Fiscal Year End The Company has adopted a fiscal year end of December 31st. |
Recent Accounting Standardss | Recent Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 Dormant Beijing Jieteng (Genexosome) Biotech Co., Ltd. (“Beijing Genexosome”) PRC August 7, 2015 100% held by Genexosome Dormant 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash balances by geographic area | Country: December 31, December 31, United States $ 767,605 95.1 % $ 559,711 77.0 % China 39,933 4.9 % 166,866 23.0 % Total cash $ 807,538 100.0 % $ 726,577 100.0 % |
Schedule of the effect of including these potential shares was antidilutive | Years Ended 2021 2020 Stock options 8,000,000 7,140,000 Potentially dilutive securities 8,000,000 7,140,000 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, December 31, Prepaid directors and officers liability insurance premium $ 49,656 $ 64,929 Recoverable VAT 23,655 40,446 Deferred leasing costs 31,422 18,220 Prepaid research and development fees - 60,610 Other 18,313 39,380 Total $ 123,046 $ 223,585 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful life December 31, December 31, Laboratory equipment 5 Years $ 579,508 $ 741,842 Office equipment and furniture 3 – 10 Years 34,092 39,573 613,600 781,415 Less: accumulated depreciation (252,053 ) (302,300 ) $ 361,547 $ 479,115 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate [Abstract] | |
Summary of investment in real estate | Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 529,372 519,040 8,237,943 8,227,611 Less: accumulated depreciation (709,173 ) (541,925 ) $ 7,528,770 $ 7,685,686 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 57,972 Epicon’s net loss attributable to the Company (51,673 ) Foreign currency fluctuation 32,358 Equity investment carrying amount at December 31, 2020 521,758 Payment made for equity method investment 40,301 Epicon’s net loss attributable to the Company (60,463 ) Foreign currency fluctuation 14,036 Equity investment carrying amount at December 31, 2021 $ 515,632 |
Schedule of financial information | December 31, December 31, Current assets $ 5,479 $ 13,023 Noncurrent assets 216,864 264,390 Current liabilities 56,626 6,615 Noncurrent liabilities - - Equity 165,717 270,798 |
Schedule of financial information | For the Years 2021 2020 Net revenue $ - $ - Gross profit - - Loss from operation 151,158 129,316 Net loss 151,158 129,183 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 81,900 Tenants’ security deposit 73,733 69,634 Accrued business expense reimbursement 68,172 36,657 Accounts payable - 87,190 Accrued utilities 14,372 14,911 Taxes payable 14,459 15,790 Deferred rental income 8,638 23,510 Others 52,446 37,819 Total $ 275,320 $ 367,411 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of medical related consulting services revenue | Years Ended 2021 2020 Medical related consulting services provided to: Hebei Daopei * $ 187,412 $ - Shanghai Daopei * - 170,908 $ 187,412 $ 170,908 |
Schedule of line of credit | Outstanding principal under the Line of Credit at January 1, 2020 $ 2,600,000 Draw down from Line of Credit 600,000 Outstanding principal under the Line of Credit at December 31, 2020 3,200,000 Draw down from Line of Credit 2,550,262 Settlement pursuant to Debt Settlement Agreement and Release * (3,000,000 ) Outstanding principal under the Line of Credit at December 31, 2021 $ 2,750,262 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule loss before income taxes | Years Ended 2021 2020 United States loss before income taxes $ (8,504,426 ) $ (12,041,331 ) China loss before income taxes (586,073 ) (638,107 ) Total loss before income taxes $ (9,090,499 ) $ (12,679,438 ) |
Schedule of income taxes expense (benefit) | Years Ended 2021 2020 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (1,810,264 ) $ (2,333,680 ) U.S. state and local (612,904 ) (790,117 ) China (152,015 ) (132,578 ) Total deferred income taxes (benefit) $ (2,575,183 ) $ (3,256,375 ) Change in valuation allowance 2,575,183 3,256,375 Total income taxes expense $ - $ - |
Schedule of differences between U.S. statutory rate and Company's effective tax rate | Years Ended 2021 2020 U.S. federal rate 21.0 % 21.0 % U.S. state rate 6.7 % 6.8 % Non-US rate differential 0.3 % 0.2 % Prior year true-up 4.9 % 0.0 % U.S. valuation allowance (32.9 )% (28.0 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of deferred income tax assets | December 31, December 31, Deferred tax assets Stock-based compensation $ 3,696,463 $ 3,667,375 Disallowed business interest deduction 103,567 33,384 Accrued directors’ compensation 80,816 - Lease liability 23,156 40,291 Net operating loss carryforward 11,441,503 9,079,127 Total deferred tax assets, gross 15,345,505 12,820,177 Valuation allowance (15,224,188 ) (12,649,005 ) Total deferred tax assets, net $ 121,317 $ 171,172 Deferred tax liabilities Fixed assets and intangible assets book/tax basis difference (101,534 ) (132,568 ) Right-of-use assets (19,783 ) (38,604 ) Total deferred tax liabilities $ (121,317 ) $ (171,172 ) Net deferred tax assets $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 0.50 2,000,000 5.11 $ 0.50 2,000,000 $ 0.50 1.00 – 1.93 2,955,000 4.80 1.39 2,749,166 1.41 2.00 – 2.80 2,740,000 1.76 2.17 2,740,000 2.17 4.76 30,000 2.26 4.76 30,000 4.76 $ 0.50 – 4.76 7,725,000 3.97 $ 1.45 7,519,166 $ 1.46 |
Schedule of stock option activities | Number of Weighted Outstanding at January 1, 2020 5,260,000 $ 1.45 Granted 1,960,000 1.52 Expired (80,000 ) (1.00 ) Outstanding at December 31, 2020 7,140,000 1.48 Granted 860,000 1.08 Forfeited / Expired (275,000 ) (1.01 ) Outstanding at December 31, 2021 7,725,000 $ 1.45 Options exercisable at December 31, 2021 7,519,166 $ 1.46 Options expected to vest 205,834 $ 1.04 |
Schedule of company’s nonvested stock options granted | Number of Weighted Nonvested at January 1, 2020 264,723 $ 2.00 Granted 1,960,000 1.52 Vested (2,006,389 ) (1.62 ) Nonvested at December 31, 2020 218,334 1.18 Granted 860,000 1.08 Forfeited (15,000 ) (1.11 ) Vested (857,500 ) (1.11 ) Nonvested at December 31, 2021 205,834 $ 1.04 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of customers | Years Ended Customer 2021 2020 A (Shanghai Daopei, a related party) * 12 % B (Hebei Daopei, a related party) 13 % * C 28 % 24 % D 16 % 16 % E 11 % 12 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Years Ended 2021 2020 Revenues Real property operations $ 1,203,560 $ 1,206,854 Medical related consulting services 187,412 170,908 Total 1,390,972 1,377,762 Costs and expenses Real property operations 829,287 851,754 Medical related consulting services 147,167 135,805 Total 976,454 987,559 Gross profit Real property operations 374,273 355,100 Medical related consulting services 40,245 35,103 Total 414,518 390,203 Other operating expenses Real property operations 381,266 418,863 Medical related consulting services 469,942 577,962 Development services and sales of developed products - 123,546 Corporate/Other 8,397,140 11,723,851 Total 9,248,348 12,844,222 Other (expense) income Interest expense Corporate/Other (200,477 ) (168,762 ) Total (200,477 ) (168,762 ) Other income (expense) Real property operations 115 (921 ) Medical related consulting services (61,494 ) (55,964 ) Development services and sales of developed products - 228 Corporate/Other 5,187 - Total (56,192 ) (56,657 ) Total other expense, net (256,669 ) (225,419 ) Net loss Real property operations 6,878 64,684 Medical related consulting services 491,191 598,823 Development services and sales of developed products - 123,318 Corporate/Other 8,592,430 11,892,613 Total $ 9,090,499 $ 12,679,438 |
Schedule of real property operating | Identifiable long-lived tangible assets at December 31, 2021 and 2020 December 31, December 31, Real property operations $ 7,537,281 $ 7,697,473 Medical related consulting services 742 223,459 Development services and sales of developed products - 243,869 Corporate/Other 352,294 - Total $ 7,890,317 $ 8,164,801 |
Schedule of identifiable long-lived tangible assets | Identifiable long-lived tangible assets at December 31, 2021 and 2020 December 31, December 31, United States $ 7,583,880 $ 7,764,947 China 306,437 399,854 Total $ 7,890,317 $ 8,164,801 |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow information | Years Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 130,071 $ 66,000 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 133,879 $ 201,028 |
Schedule of lease term and discount rate for the Company’s operating lease | Operating Lease Weighted average remaining lease term (in years) 1.08 Weighted average discount rate 4.88 % |
Schedule of maturity of lease liability | For the Year Ending December 31: Operating 2022 $ 154,947 2023 5,913 2024 and thereafter - Total lease payments 160,860 Amount of lease payments representing interest (3,557 ) Total present value of operating lease liabilities $ 157,303 Current portion $ 151,402 Long-term portion 5,901 Total $ 157,303 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | Mar. 24, 2022 | Oct. 19, 2016 | Dec. 31, 2021 | Jul. 31, 2017 | Aug. 07, 2015 |
Organization and Nature of Operations (Details) [Line Items] | |||||
Exchange for common stock (in Shares) | 50,000,000 | ||||
Percentage of capital stock | 100.00% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Business acquired percentage | 100.00% | ||||
Avalon RT 9 Properties, LLC [Member] | Forecast [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Building occupancy rate | 83.50% | ||||
Beijing Jieteng (GenExosome) Biotech Co., Ltd. [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 100.00% | ||||
GenExosome Technologies Inc. [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 60.00% | ||||
Dr. Yu Zhou [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 40.00% |
Organization and Nature of Op_4
Organization and Nature of Operations (Details) - Schedule of company's subsidiaries consolidated financial statements | 12 Months Ended |
Dec. 31, 2021 | |
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 | Dormant |
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 | Dormant |
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) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Working capital deficit | $ 3,078,616 |
Recurring net loss | 9,090,499 |
Cash flow from operating activities | $ 5,024,479 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021CNY (¥) | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents, description | Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $79,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. | ||
Cash balance held in PRC | $ 40,000 | ¥ 253,813 | |
Federally-insured limits | 250,000 | ||
Excess amount | 228,000 | ||
Deferred financing costs | 213,279 | $ 222,141 | |
Deferred rental income | 8,638 | 23,510 | |
Research and development expense | 1,025,009 | 883,855 | |
Advertising costs | $ 328,565 | $ 294,352 | |
Foreign Currency Translation description | Asset and liability accounts at December 31, 2021 and 2020 were translated at 6.3559 RMB and 6.5306 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2021 and 2020 were 6.4515 RMB and 6.8999 RMB to $1.00, respectively. | ||
Non-controlling interest | 40.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 807,538 | $ 726,577 |
Percentage of concentrations of credit risk | 100.00% | 100.00% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 767,605 | $ 559,711 |
Percentage of concentrations of credit risk | 95.10% | 77.00% |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 39,933 | $ 166,866 |
Percentage of concentrations of credit risk | 4.90% | 23.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of the effect of including these potential shares was antidilutive - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 8,000,000 | 7,140,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 8,000,000 | 7,140,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid directors and officers liability insurance premium | $ 49,656 | $ 64,929 |
Recoverable VAT | 23,655 | 40,446 |
Deferred leasing costs | 31,422 | 18,220 |
Prepaid research and development fees | 60,610 | |
Other | 18,313 | 39,380 |
Total | $ 123,046 | $ 223,585 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 144,513 | $ 145,603 |
Other operating expenses | 19,914 | 70,241 |
Research and development expense | 121,323 | 72,086 |
Real Property Operating Expense [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 3,276 | $ 3,276 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 613,600 | $ 781,415 |
Less: accumulated depreciation | (252,053) | (302,300) |
Property, Plant and Equipment, Net | $ 361,547 | 479,115 |
Laboratory Equipments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Property, Plant and Equipment, Gross | $ 579,508 | 741,842 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 34,092 | $ 39,573 |
Minimum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Maximum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Real Property Operating Expenses [Member] | ||
Investment in Real Estate (Details) [Line Items] | ||
Depreciation expense | $ 167,248 | $ 169,177 |
Investment in Real Estate (De_2
Investment in Real Estate (Details) - Summary of investment in real estate - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Investment in Real Estate (Details) - Summary of investment in real estate [Line Items] | ||
Investment in real estate, Gross | $ 8,237,943 | $ 8,227,611 |
Less: accumulated depreciation | (709,173) | (541,925) |
Investment in real estate, net | $ 7,528,770 | 7,685,686 |
Commercial Real Property Building [Member] | ||
Investment in Real Estate (Details) - Summary of investment in real estate [Line Items] | ||
Useful life | 39 years | |
Investment in real estate, Gross | $ 7,708,571 | 7,708,571 |
Improvement [Member] | ||
Investment in Real Estate (Details) - Summary of investment in real estate [Line Items] | ||
Useful life | 12 years | |
Investment in real estate, Gross | $ 529,372 | $ 519,040 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investment (Details) [Line Items] | ||
Equity Method Investment | $ 515,632 | $ 521,758 |
Net loss | $ 60,463 | $ 51,673 |
Avalon Shangai [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Total ownership percentage | 40.00% | 40.00% |
Other Unrelated Company [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Total ownership percentage | 60.00% | 60.00% |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of equity method investment - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of equity method investment [Abstract] | ||
Equity investment carrying amount, Beginning Balance | $ 521,758 | $ 483,101 |
Payment made for equity method investment | 40,301 | 57,972 |
Epicon’s net loss attributable to the Company | (60,463) | (51,673) |
Foreign currency fluctuation | 14,036 | 32,358 |
Equity investment carrying amount, Ending Balance | $ 515,632 | $ 521,758 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of financial information - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of financial information [Abstract] | ||
Current assets | $ 5,479 | $ 13,023 |
Noncurrent assets | 216,864 | 264,390 |
Current liabilities | 56,626 | 6,615 |
Noncurrent liabilities | ||
Equity | $ 165,717 | $ 270,798 |
Equity Method Investment (Det_4
Equity Method Investment (Details) - Schedule of financial information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of financial information [Abstract] | ||
Net revenue | ||
Gross profit | ||
Loss from operation | 151,158 | 129,316 |
Net loss | $ 151,158 | $ 129,183 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities and other payables [Abstract] | ||
Accrued tenants’ improvement reimbursement | $ 43,500 | $ 81,900 |
Tenants’ security deposit | 73,733 | 69,634 |
Accrued business expense reimbursement | 68,172 | 36,657 |
Accounts payable | 87,190 | |
Accrued utilities | 14,372 | 14,911 |
Taxes payable | 14,459 | 15,790 |
Deferred rental income | 8,638 | 23,510 |
Others | 52,446 | 37,819 |
Total | $ 275,320 | $ 367,411 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 01, 2020 | Aug. 29, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 19, 2022 | Dec. 21, 2021 | Mar. 18, 2019 |
Related Party Transactions (Details) [Line Items] | |||||||||
Rental revenue | $ 33,600 | ||||||||
Rent receivable | 33,600 | ||||||||
Consulting expenses | 216,169 | $ 282,582 | |||||||
Genexosome for Cash payment | 450,000 | ||||||||
Accrued liabilities and other payables | 368,433 | 167,956 | |||||||
Outstanding principal balance | $ 390,000 | 390,000 | |||||||
Line of credit | $ 3,000,000 | ||||||||
Promissory note maturity date | Dec. 31, 2024 | ||||||||
Shares of common stock (in Shares) | 645,161 | 2,400,000 | |||||||
Interest expense | $ 200,477 | $ 168,762 | |||||||
Price per share (in Dollars per share) | $ 1.55 | ||||||||
Aggregate purchase price | $ 1,000,000 | ||||||||
Dr. Yu Zhou [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Consideration cash | $ 100,000 | ||||||||
Genexosome [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ownership of percentage | 40.00% | 40.00% | |||||||
Wenzhao Lu [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Consideration cash | $ 1,000,000 | ||||||||
Outstanding principal balance | $ 1,000,000 | ||||||||
Promissory Note interest percentage | 5.00% | ||||||||
Principal repaid amount | $ 200,000 | $ 410,000 | |||||||
Maximum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares issued fair value | $ 2,400,000 | ||||||||
Minimum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares issued fair value | $ 3,000,000 | ||||||||
Line of Credit Agreement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Line of credit | $ 20,000,000 | ||||||||
Interest rate | 5.00% | ||||||||
Board of Directors [Member] | Wenzhao Lu [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Accrued liabilities and other payables | $ 368,433 | $ 167,956 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of medical related consulting services revenue - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Medical related consulting services provided to: | |||
Medical related consulting services | $ 187,412 | $ 170,908 | |
Hebei Daopei [Member] | |||
Medical related consulting services provided to: | |||
Medical related consulting services | [1] | 187,412 | |
Shanghai Daopei [Member] | |||
Medical related consulting services provided to: | |||
Medical related consulting services | [1] | $ 170,908 | |
[1] | Hebei Daopei and Shanghai Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of line of credit - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of line of credit [Abstract] | ||
Outstanding principal under the Line of Credit at beginning balance | $ 3,200,000 | $ 2,600,000 |
Draw down from Line of Credit | 2,550,262 | 600,000 |
Settlement pursuant to Debt Settlement Agreement and Release * | (3,000,000) | |
Outstanding principal under the Line of Credit at ending balance | $ 2,750,262 | $ 3,200,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Percentage of Income tax at an effective rate | 25.00% | |
Cumulative Earnings (Deficit) | $ 2,591,758 | |
Federal and state net operating loss carryforwards | $ 38,420,422 | $ 30,557,167 |
Net operating loss carry-forward expiration date | As of December 31, 2021, the Company has $35,932,868 of U.S. federal net operating loss carryovers that have no expiration date, and $2,487,554 of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 2,566,087 | |
Net operating loss carryforwards | 61,847 | |
Penalty | $ 10,000 | |
Income tax, description | The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from 2018 to 2021, and open for audit by the Chinese Ministry of Finance from 2017 to 2021. |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule loss before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule loss before income taxes [Abstract] | ||
United States loss before income taxes | $ (8,504,426) | $ (12,041,331) |
China loss before income taxes | (586,073) | (638,107) |
Total loss before income taxes | $ (9,090,499) | $ (12,679,438) |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of income taxes expense (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total current income taxes expense | ||
Deferred: | ||
U.S. federal | (1,810,264) | (2,333,680) |
U.S. state and local | (612,904) | (790,117) |
China | (152,015) | (132,578) |
Total deferred income taxes (benefit) | (2,575,183) | (3,256,375) |
Change in valuation allowance | 2,575,183 | 3,256,375 |
Total income taxes expense |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of differences between U.S. statutory rate and Company's effective tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of differences between U.S. statutory rate and Company's effective tax rate [Abstract] | ||
U.S. federal rate | 21.00% | 21.00% |
U.S. state rate | 6.70% | 6.80% |
Non-US rate differential | 0.30% | 0.20% |
Prior year true-up | 4.90% | 0.00% |
U.S. valuation allowance | (32.90%) | (28.00%) |
Total provision for income taxes | 0.00% | 0.00% |
Income taxes (Details) - Sche_4
Income taxes (Details) - Schedule of deferred income tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Stock-based compensation | $ 3,696,463 | $ 3,667,375 |
Disallowed business interest deduction | 103,567 | 33,384 |
Accrued directors’ compensation | 80,816 | |
Lease liability | 23,156 | 40,291 |
Net operating loss carryforward | 11,441,503 | 9,079,127 |
Total deferred tax assets, gross | 15,345,505 | 12,820,177 |
Valuation allowance | (15,224,188) | (12,649,005) |
Total deferred tax assets, net | 121,317 | 171,172 |
Deferred tax liabilities | ||
Fixed assets and intangible assets book/tax basis difference | (101,534) | (132,568) |
Right-of-use assets | (19,783) | (38,604) |
Total deferred tax liabilities | (121,317) | (171,172) |
Net deferred tax assets |
Equity (Details)
Equity (Details) - USD ($) | Apr. 01, 2020 | Dec. 21, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity (Details) [Line Items] | |||||
Purchased shares (in Shares) | 645,161 | ||||
Aggregate purchase price | $ 1,000,000 | ||||
Issued shares (in Shares) | 1,405,679 | 1,505,921 | |||
Unpaid professional fees | $ 202,500 | ||||
Issuance of shares (in Shares) | 167,355 | ||||
Issuance of fair value | $ 202,500 | ||||
Line of credit | $ 3,000,000 | ||||
Shares issued (in Shares) | 2,400,000 | ||||
Share issued of fair value | $ 202,500 | ||||
Aggregate intrinsic values of stock options outstanding | $ 640,000 | ||||
Dividend yield | 0.00% | ||||
Fair value description | The fair values of options granted during the year ended December 31, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 119.21% - 128.42%, risk-free rate of 0.33% - 1.20%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2021 was $726,952. The fair values of options granted during the year ended December 31, 2020 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 131.16% - 139.58%, risk-free rate of 0.20% - 1.67%, annual dividend yield of 0%, and expected life of 3.00 – 10.00 years. | ||||
Stock-based compensation expense | $ 769,334 | 2,966,052 | |||
2020 Incentive Stock Plan [Member] | |||||
Equity (Details) [Line Items] | |||||
Stock-based compensation expense | $ 5,000,000 | ||||
Minimum [Member] | |||||
Equity (Details) [Line Items] | |||||
Share issued of fair value | $ 2,400,000 | ||||
Volatility rate | 119.21% | ||||
Risk-free rate | 0.33% | ||||
Volatility rate | 1.20% | ||||
Expected life | 3 years | ||||
Maximum [Member] | |||||
Equity (Details) [Line Items] | |||||
Share issued of fair value | $ 3,000,000 | ||||
Volatility rate | 128.42% | ||||
Expected life | 5 years | ||||
Professional Fees [Member] | |||||
Equity (Details) [Line Items] | |||||
Company issued (in Shares) | 167,355 | ||||
Stock-based compensation expense | $ 157,207 | 240,354 | |||
Compensation and Related Benefits [Member] | |||||
Equity (Details) [Line Items] | |||||
Stock-based compensation expense | 544,785 | 2,669,729 | |||
Research and Development Expense [Member] | |||||
Equity (Details) [Line Items] | |||||
Stock-based compensation expense | 67,342 | 55,969 | |||
Common Shares Issued for Services [Member] | |||||
Equity (Details) [Line Items] | |||||
Fair market value | 1,507,488 | 1,892,520 | |||
Stock-based compensation expense | 1,075,756 | 1,670,166 | |||
Reduction in accrued liabilities | 276,032 | 187,725 | |||
Prepaid expense | $ 155,700 | $ 34,629 | |||
Jefferies LLC [Member] | |||||
Equity (Details) [Line Items] | |||||
Aggregate shares (in Shares) | 2,206,838 | 3,913,413 | |||
Share price (in Dollars per share) | $ 1.3 | $ 1.74 | |||
Net proceeds | $ 2,553,409 | $ 6,405,475 | |||
Net proceeds, net of commission and other offering costs | $ 306,895 | $ 398,624 | |||
Wenzhao Lu [Member] | |||||
Equity (Details) [Line Items] | |||||
Share price (in Dollars per share) | $ 1.55 | ||||
Aggregate purchase price | $ 1,000,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of stock options outstanding | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
0.50 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price | $ 0.5 |
Number Outstanding at September 30, 2021 (in Shares) | shares | 2,000,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 9 days |
Weighted Average Exercise Price | $ 0.5 |
Number Exercisable at September 30, 2021 (in Shares) | shares | 2,000,000 |
Weighted Average Exercise Price | $ 0.5 |
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, 2021 (in Shares) | shares | 2,955,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 18 days |
Weighted Average Exercise Price | $ 1.39 |
Number Exercisable at September 30, 2021 (in Shares) | shares | 2,749,166 |
Weighted Average Exercise Price | $ 1.41 |
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 | $ 2.8 |
Number Outstanding at September 30, 2021 (in Shares) | shares | 2,740,000 |
Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 3 days |
Weighted Average Exercise Price | $ 2.17 |
Number Exercisable at September 30, 2021 (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] | |
Range of Exercise Price | $ 4.76 |
Number Outstanding at September 30, 2021 (in Shares) | shares | 30,000 |
Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 3 days |
Weighted Average Exercise Price | $ 4.76 |
Number Exercisable at September 30, 2021 (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 | 0.5 |
Range of Exercise Price, upper limit | $ 4.76 |
Number Outstanding at September 30, 2021 (in Shares) | shares | 7,725,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 19 days |
Weighted Average Exercise Price | $ 1.45 |
Number Exercisable at September 30, 2021 (in Shares) | shares | 7,519,166 |
Weighted Average Exercise Price | $ 1.46 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock option activities - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options [Member] | ||
Equity (Details) - Schedule of stock option activities [Line Items] | ||
Number of Options, Beginning Balance | 7,140,000 | 5,260,000 |
Number of Options, Granted | 860,000 | 1,960,000 |
Number of Options, Forfeited / Expired | (275,000) | (80,000) |
Number of Options, Ending Balance | 7,725,000 | 7,140,000 |
Number of Options, Options exercisable at end | 7,519,166 | |
Number of Options, Options expected to vest | 205,834 | |
Weighted Average Exercise Price [Member] | ||
Equity (Details) - Schedule of stock option activities [Line Items] | ||
Weighted Average Exercise Price, Beginning Balance | $ 1.48 | $ 1.45 |
Weighted Average Exercise Price, Granted | 1.08 | 1.52 |
Weighted Average Exercise Price, Forfeited / Expired | (1.01) | (1) |
Weighted Average Exercise Price, Ending Balance | 1.45 | $ 1.48 |
Weighted Average Exercise Price, Options exercisable at end | 1.46 | |
Weighted Average Exercise Price, Options expected to vest | $ 1.04 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of company’s nonvested stock options granted - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options [Member] | ||
Equity (Details) - Schedule of company’s nonvested stock options granted [Line Items] | ||
Nonvested at beginning balance | 218,334 | 264,723 |
Number of Options Granted | 860,000 | 1,960,000 |
Number of Options Forfeited | (15,000) | |
Number of Options Vested | (857,500) | (2,006,389) |
Nonvested at ending balance | 205,834 | 218,334 |
Weighted Average Exercise Price [Member] | ||
Equity (Details) - Schedule of company’s nonvested stock options granted [Line Items] | ||
Nonvested at beginning balance | $ 1.18 | $ 2 |
Weighted Average Exercise Price Granted | 1.08 | 1.52 |
Weighted Average Exercise Price Forfeited | (1.11) | |
Weighted Average Exercise Price Vested | (1.11) | (1.62) |
Nonvested at ending balance | $ 1.04 | $ 1.18 |
Statutory Reserve and Restric_2
Statutory Reserve and Restricted Net Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statutory Reserve [Abstract] | ||
Statutory reserve percentage | 10.00% | |
Registered capital percentage | 50.00% | |
Statutory laws | $ 6,578 | $ 6,578 |
Restricted net assets | $ 783,984 | $ 683,984 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | Dec. 31, 2021 |
Former Director and Former Co-chief Cxecutive Officer [Member] | |
Noncontrolling Interest (Details) [Line Items] | |
Ownership equity interest | 40.00% |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Details) | Dec. 31, 2021 |
Condensed Financial Information of the Parent Company (Details) [Line Items] | |
Net assets, percentage | 25.00% |
PRC Subsidiaries [Member] | |
Condensed Financial Information of the Parent Company (Details) [Line Items] | |
Net assets, percentage | 25.00% |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Outstanding accounts receivable | 80.60% | |
Suppliers [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Revenues [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Outstanding accounts receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 78.30% | |
One customer [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
One customer [Member] | Outstanding accounts receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Two customers [Member] | Outstanding accounts receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Outstanding accounts payable [Member] | Suppliers [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Outstanding accounts payable [Member] | 10% or more of purchase [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 93.60% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customers - More Than 10% Revenues [Member] | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
A (Shanghai Daopei, a related party) [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | [1] | 12.00% | ||
B (Hebei Daopei, a related party) [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 13.00% | [1] | ||
C [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 28.00% | 24.00% | ||
D [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 16.00% | 16.00% | ||
E [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 11.00% | 12.00% | ||
[1] | Less than 10% |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable business segments | 2 | 3 |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Revenues | $ 1,390,972 | $ 1,377,762 |
Costs and expenses | ||
Costs and expenses | 976,454 | 987,559 |
Gross profit | ||
Gross profit | 414,518 | 390,203 |
Other operating expenses | ||
Other operating expenses | 9,248,348 | 12,844,222 |
Interest expense | ||
Interest expense | (200,477) | (168,762) |
Other income (expense) | ||
Other income (expense) | (56,192) | (56,657) |
Total other expense, net | (256,669) | (225,419) |
Net loss | ||
Net income (loss) | 9,090,499 | 12,679,438 |
Real Property Operations [Member] | ||
Revenues | ||
Revenues | 1,203,560 | 1,206,854 |
Costs and expenses | ||
Costs and expenses | 829,287 | 851,754 |
Gross profit | ||
Gross profit | 374,273 | 355,100 |
Other operating expenses | ||
Other operating expenses | 381,266 | 418,863 |
Other income (expense) | ||
Other income (expense) | 115 | (921) |
Net loss | ||
Net income (loss) | 6,878 | 64,684 |
Medical Related Consulting Services [Member] | ||
Revenues | ||
Revenues | 187,412 | 170,908 |
Costs and expenses | ||
Costs and expenses | 147,167 | 135,805 |
Gross profit | ||
Gross profit | 40,245 | 35,103 |
Other operating expenses | ||
Other operating expenses | 469,942 | 577,962 |
Other income (expense) | ||
Other income (expense) | (61,494) | (55,964) |
Net loss | ||
Net income (loss) | 491,191 | 598,823 |
Development Services and Sales of Developed Products [Member] | ||
Other operating expenses | ||
Other operating expenses | 123,546 | |
Other income (expense) | ||
Other income (expense) | 228 | |
Net loss | ||
Net income (loss) | 123,318 | |
Corporate/Other [Member] | ||
Other operating expenses | ||
Other operating expenses | 8,397,140 | 11,723,851 |
Interest expense | ||
Interest expense | (200,477) | (168,762) |
Other income (expense) | ||
Other income (expense) | 5,187 | |
Net loss | ||
Net income (loss) | $ 8,592,430 | $ 11,892,613 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of real property operating - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total | $ 7,890,317 | $ 8,164,801 |
Real property operations [Member] | ||
Total | 7,537,281 | 7,697,473 |
Medical related consulting services [Member] | ||
Total | 742 | 223,459 |
Development services and sales of developed products[Member] | ||
Total | 243,869 | |
Corporate/Other [Member] | ||
Total | $ 352,294 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 7,890,317 | $ 8,164,801 |
United States [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,583,880 | 7,764,947 |
China [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 306,437 | $ 399,854 |
Commitments and Contincengies_2
Commitments and Contincengies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Aug. 29, 2019 | Oct. 23, 2018 | May 29, 2018 | Oct. 25, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2021 | |
Commitments and Contincengies (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. | ||||||
Operating leases, rent expense | $ 143,000 | $ 157,000 | |||||
Joint venture agreement, description | Contributing registered capital of RMB 5,000,000 (approximately $0.8 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 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. | ||||||
Research and development expense | $ 900,000 | ||||||
Line of credit | $ 3,000,000 | ||||||
Avalon Shanghai [Member] | |||||||
Commitments and Contincengies (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 $1.3 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 $1.6 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 December 31, 2021, Avalon Shanghai has contributed RMB 4,760,000 (approximately $0.7 million) that was included in equity method investment on the accompanying consolidated balance sheets. | ||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | |||||||
Commitments and Contincengies (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. | ||||||
Research and development expense | $ 900,000 | ||||||
Line of Credit Agreement [Member] | |||||||
Commitments and Contincengies (Details) [Line Items] | |||||||
Line of credit | $ 20,000,000 | ||||||
Line of credit bears interest at an annual rate | 5.00% | ||||||
Received loan | $ 2,750,262 |
Commitments and Contincengies_3
Commitments and Contincengies (Details) - Schedule of supplemental cash flow information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating lease | $ 130,071 | $ 66,000 |
Right-of-use assets obtained in exchange for lease obligation: | ||
Operating lease | $ 133,879 | $ 201,028 |
Commitments and Contincengies_4
Commitments and Contincengies (Details) - Schedule of lease term and discount rate for the Company’s operating lease | Dec. 31, 2021 |
Schedule of lease term and discount rate for the Company’s operating lease [Abstract] | |
Weighted average remaining lease term (in years) | 1 year 29 days |
Weighted average discount rate | 4.88% |
Commitments and Contincengies_5
Commitments and Contincengies (Details) - Schedule of maturity of lease liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of maturity of lease liability [Abstract] | |
2022 | $ 154,947 |
2023 | 5,913 |
2024 and thereafter | |
Total lease payments | 160,860 |
Amount of lease payments representing interest | (3,557) |
Total present value of operating lease liabilities | 157,303 |
Current portion | 151,402 |
Long-term portion | 5,901 |
Total | $ 157,303 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 30, 2022 | Mar. 28, 2022 | Mar. 18, 2019 | Dec. 31, 2021 | Apr. 01, 2020 | |
Subsequent Events (Details) [Line Items] | |||||
Average price per share (in Dollars per share) | $ 1.55 | ||||
Debt consideration amount | $ 1,000,000 | ||||
Conversion price percentage | 95.00% | ||||
Conversion price per share (in Dollars per share) | $ 0.75 | ||||
Exceeding percentage | 4.99% | ||||
Monthly amount percentage | 20.00% | ||||
Promissory Note [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Principal amount | $ 1,000,000 | ||||
2022 Convertible Note [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Principal amount | $ 4,000,000 | ||||
Annual interest percentage | 1.00% | ||||
2022 Warrant [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate acquired share (in Shares) | 1,333,333 | ||||
Warrant term description | Warrants will be exercisable for five years | ||||
Warrant exercise price (in Dollars per share) | $ 1.25 | ||||
Forecast [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate sold shares (in Shares) | 170,540 | ||||
Average price per share (in Dollars per share) | $ 0.79 | ||||
Net proceeds | $ 131,427 | ||||
Net commission expenses | $ 4,065 |