Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | AVALON GLOBOCARE CORP. | |
Trading Symbol | AVCO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 99,215,208 | |
Amendment Flag | false | |
Entity Central Index Key | 0001630212 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38728 | |
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 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 1,180,208 | $ 807,538 |
Rent receivable | 24,778 | 33,618 |
Rent receivable - related party | 58,500 | 33,600 |
Deferred financing costs, net | 139,170 | 138,631 |
Prepaid expenses and other current assets | 250,302 | 309,655 |
Total Current Assets | 1,652,958 | 1,323,042 |
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | 147,964 | 163,211 |
Deferred financing costs - noncurrent portion, net | 74,937 | 74,648 |
Security deposit | 20,271 | |
Deferred leasing costs | 97,216 | 109,792 |
Operating lease right-of-use assets, net | 74,348 | 145,303 |
Property and equipment, net | 265,709 | 361,547 |
Investment in real estate, net | 7,444,428 | 7,528,770 |
Equity method investment | 517,442 | 515,632 |
Total Non-current Assets | 8,622,044 | 8,919,174 |
Total Assets | 10,275,002 | 10,242,216 |
CURRENT LIABILITIES: | ||
Accounts payable | 376,386 | |
Accrued professional fees | 1,485,695 | 1,881,349 |
Accrued research and development fees | 609,222 | 928,111 |
Accrued payroll liability and directors’ compensation | 374,601 | 307,043 |
Accrued settlement of lawsuit | 900,000 | |
Accrued liabilities and other payables | 344,352 | 275,320 |
Accrued liabilities and other payables - related parties | 539,974 | 468,433 |
Operating lease obligation | 74,348 | 151,402 |
Convertible note payable, net | 492,550 | |
Derivative liability | 2,013,300 | |
Note payable - related party | 390,000 | |
Total Current Liabilities | 7,210,428 | 4,401,658 |
NON-CURRENT LIABILITIES: | ||
Operating lease obligation - noncurrent portion | 5,901 | |
Accrued settlement of lawsuit - noncurrent portion | 450,000 | |
Loan payable - related party | 2,440,262 | 2,750,262 |
Total Non-current Liabilities | 2,890,262 | 2,756,163 |
Total Liabilities | 10,100,690 | 7,157,821 |
Commitments and Contingencies (Note 15) | ||
EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding at June 30, 2022; 88,975,169 shares issued and 88,455,169 shares outstanding at December 31, 2021 | 8,955 | 8,898 |
Additional paid-in capital | 56,118,913 | 54,888,559 |
Less: common stock held in treasury, at cost; 520,000 shares at June 30, 2022 and December 31, 2021 | (522,500) | (522,500) |
Accumulated deficit | (55,230,886) | (51,131,874) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (206,748) | (165,266) |
Total Avalon GloboCare Corp. stockholders’ equity | 174,312 | 3,084,395 |
Non-controlling interest | ||
Total Equity | 174,312 | 3,084,395 |
Total Liabilities and Equity | $ 10,275,002 | $ 10,242,216 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 89,554,766 | 88,975,169 |
Common stock, outstanding | 89,034,766 | 88,455,169 |
Treasury stock | 520,000 | 520,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | ||||
Real property rental | $ 290,821 | $ 280,232 | $ 588,452 | $ 570,006 |
Total Revenues | 290,821 | 280,232 | 588,452 | 570,006 |
COSTS AND EXPENSES | ||||
Real property operating expenses | 211,703 | 205,147 | 430,151 | 422,041 |
Total Costs and Expenses | 211,703 | 205,147 | 430,151 | 422,041 |
GROSS PROFIT | ||||
Real property operating income | 79,118 | 75,085 | 158,301 | 147,965 |
Total Gross Profit | 79,118 | 75,085 | 158,301 | 147,965 |
OTHER OPERATING EXPENSES: | ||||
Advertising and marketing | 130,395 | 7,500 | 657,201 | 16,323 |
Professional fees | 436,447 | 1,357,079 | 1,257,755 | 2,738,257 |
Compensation and related benefits | 503,541 | 547,829 | 1,026,586 | 1,109,835 |
Research and development expenses | 254,476 | 238,793 | 371,160 | 451,981 |
Litigation settlement | 1,350,000 | 1,350,000 | ||
Other general and administrative | 247,830 | 226,164 | 466,112 | 437,437 |
Total Other Operating Expenses | 2,922,689 | 2,377,365 | 5,128,814 | 4,753,833 |
LOSS FROM OPERATIONS | (2,843,571) | (2,302,280) | (4,970,513) | (4,605,868) |
OTHER (EXPENSE) INCOME | ||||
Interest expense | (61,889) | (61,889) | ||
Interest expense - related party | (31,854) | (46,131) | (71,540) | (91,280) |
Loss from equity method investment | (11,882) | (15,418) | (24,798) | (33,932) |
Change in fair value of derivative liability | 769,269 | 769,269 | ||
Other income (expense) | 151,453 | (1,081) | 260,459 | (948) |
Total Other Income (Expense), net | 815,097 | (62,630) | 871,501 | (126,160) |
LOSS BEFORE INCOME TAXES | (2,028,474) | (2,364,910) | (4,099,012) | (4,732,028) |
INCOME TAXES | ||||
NET LOSS | (2,028,474) | (2,364,910) | (4,099,012) | (4,732,028) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (2,028,474) | (2,364,910) | (4,099,012) | (4,732,028) |
COMPREHENSIVE LOSS: | ||||
NET LOSS | (2,028,474) | (2,364,910) | (4,099,012) | (4,732,028) |
OTHER COMPREHENSIVE (LOSS) INCOME | ||||
Unrealized foreign currency translation (loss) gain | (43,503) | 14,786 | (41,482) | 12,064 |
COMPREHENSIVE LOSS | (2,071,977) | (2,350,124) | (4,140,494) | (4,719,964) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (2,071,977) | $ (2,350,124) | $ (4,140,494) | $ (4,719,964) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||||
Basic and diluted (in Dollars per share) | $ (0.02) | $ (0.03) | $ (0.05) | $ (0.06) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted (in Shares) | 88,932,809 | 84,623,723 | 88,718,812 | 84,021,787 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total |
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 | $ 185 | 2,337,074 | 2,337,259 | ||||||
Sale of common stock, net (in Shares) | 1,848,267 | ||||||||
Issuance of common stock for services | $ 30 | 359,970 | 360,000 | ||||||
Issuance of common stock for services (in Shares) | 300,000 | ||||||||
Stock-based compensation | 202,505 | 202,505 | |||||||
Foreign currency translation adjustment | (2,722) | (2,722) | |||||||
Net loss | (2,367,118) | (2,367,118) | |||||||
Balance at Mar. 31, 2021 | $ 8,494 | 49,755,996 | $ (522,500) | (44,408,493) | 6,578 | (193,232) | 4,646,843 | ||
Balance (in Shares) at Mar. 31, 2021 | 84,943,564 | (520,000) | |||||||
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) | |||||||
Net loss | (4,732,028) | ||||||||
Balance at Jun. 30, 2021 | $ 8,560 | 50,687,939 | $ (522,500) | (46,773,403) | 6,578 | (178,446) | 3,228,728 | ||
Balance (in Shares) at Jun. 30, 2021 | 85,600,919 | (520,000) | |||||||
Balance at Mar. 31, 2021 | $ 8,494 | 49,755,996 | $ (522,500) | (44,408,493) | 6,578 | (193,232) | 4,646,843 | ||
Balance (in Shares) at Mar. 31, 2021 | 84,943,564 | (520,000) | |||||||
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 services | $ 49 | 534,251 | 534,300 | ||||||
Issuance of common stock for services (in Shares) | 490,000 | ||||||||
Stock-based compensation | 195,209 | 195,209 | |||||||
Foreign currency translation adjustment | 14,786 | 14,786 | |||||||
Net loss | (2,364,910) | (2,364,910) | |||||||
Balance at Jun. 30, 2021 | $ 8,560 | 50,687,939 | $ (522,500) | (46,773,403) | 6,578 | (178,446) | 3,228,728 | ||
Balance (in Shares) at Jun. 30, 2021 | 85,600,919 | (520,000) | |||||||
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) | |||||||
Sale of common stock, net | $ 17 | 112,311 | 112,328 | ||||||
Sale of common stock, net (in Shares) | 170,640 | ||||||||
Stock-based compensation | 152,323 | 152,323 | |||||||
Foreign currency translation adjustment | 2,021 | 2,021 | |||||||
Net loss | (2,070,538) | (2,070,538) | |||||||
Balance at Mar. 31, 2022 | $ 8,915 | 55,153,193 | $ (522,500) | (53,202,412) | 6,578 | (163,245) | 1,280,529 | ||
Balance (in Shares) at Mar. 31, 2022 | 89,145,809 | (520,000) | |||||||
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) | |||||||
Net loss | (4,099,012) | ||||||||
Balance at Jun. 30, 2022 | $ 8,955 | 56,118,913 | $ (522,500) | (55,230,886) | 6,578 | (206,748) | 174,312 | ||
Balance (in Shares) at Jun. 30, 2022 | 89,554,766 | (520,000) | |||||||
Balance at Mar. 31, 2022 | $ 8,915 | 55,153,193 | $ (522,500) | (53,202,412) | 6,578 | (163,245) | 1,280,529 | ||
Balance (in Shares) at Mar. 31, 2022 | 89,145,809 | (520,000) | |||||||
Warrants issued with convertible debt offering | 498,509 | 498,509 | |||||||
Issuance of common stock for services | $ 40 | 340,910 | 340,950 | ||||||
Issuance of common stock for services (in Shares) | 408,957 | ||||||||
Stock-based compensation | 126,301 | 126,301 | |||||||
Foreign currency translation adjustment | (43,503) | (43,503) | |||||||
Net loss | (2,028,474) | (2,028,474) | |||||||
Balance at Jun. 30, 2022 | $ 8,955 | $ 56,118,913 | $ (522,500) | $ (55,230,886) | $ 6,578 | $ (206,748) | $ 174,312 | ||
Balance (in Shares) at Jun. 30, 2022 | 89,554,766 | (520,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,099,012) | $ (4,732,028) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 168,564 | 141,285 |
Change in straight-line rent receivable | 8,857 | 4,934 |
Amortization of right-of-use asset | 68,206 | 60,254 |
Stock-based compensation and service expense | 821,247 | 1,086,546 |
Loss on equity method investment | 24,798 | 33,932 |
Amortization of debt discount | 54,685 | |
Change in fair market value of derivative liability | (769,269) | |
Changes in operating assets and liabilities: | ||
Rent receivable | 15,230 | 12,093 |
Rent receivable - related party | (24,900) | |
Security deposit | (432) | 6,015 |
Deferred leasing costs | 10,596 | 5,492 |
Prepaid expenses and other assets | (20,731) | 42,555 |
Accounts payable | 389,106 | |
Accrued liabilities and other payables | 674,998 | 714,348 |
Accrued liabilities and other payables - related parties | 71,541 | 91,280 |
Operating lease obligation | (80,206) | (60,254) |
NET CASH USED IN OPERATING ACTIVITIES | (2,686,722) | (2,593,548) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,749) | |
Improvement of commercial real estate | (10,332) | |
Additional investment in equity method investment | (54,008) | (40,179) |
CASH USED IN INVESTING ACTIVITIES | (55,757) | (50,511) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of note payable - related party | (390,000) | |
Proceeds from loan payable - related party | 100,000 | 193,188 |
Repayments of loan payable - related party | (410,000) | |
Proceeds from issuance of convertible debt and warrants | 3,718,943 | |
Proceeds from equity offering | 135,567 | 2,481,405 |
Disbursements for equity offering costs | (24,067) | (74,442) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,130,443 | 2,600,151 |
EFFECT OF EXCHANGE RATE ON CASH | (15,294) | 2,635 |
NET INCREASE (DECREASE) IN CASH | 372,670 | (41,273) |
CASH - beginning of period | 807,538 | 726,577 |
CASH - end of period | 1,180,208 | 685,304 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for future services | 56,027 | 234,750 |
Common stock issued for accrued liabilities | 30,000 | 261,032 |
Deferred financing costs in accrued liabilities | 16,093 | |
Accrued professional fees relieved for shares issued | 202,500 | |
Warrants issued with convertible note payable | 498,509 | |
Derivative liability | $ 2,782,569 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
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 companion diagnostics. 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 vertical segments 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 regenerative therapeutics. On January 23, 2017, the Company incorporated Avalon (BVI) Ltd., a British Virgin Island company. There was no activity for the subsidiary since its incorporation through June 30, 2022. 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 June 30, 2022, the occupancy rate of the building is 87.0%. 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”) which was dissolved in June 2022, 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. (“Avactis”), 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. Commencing on April 6, 2022, the Company owns 60% of Avactis and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”) owns 40% of Avactis. On June 13, 2019, the Company formed a wholly owned subsidiary, International Exosome Association LLC, a Delaware company. There was no activity for the subsidiary since its incorporation through June 30, 2022. Details of the Company’s subsidiaries which are included in these condensed consolidated financial statements as of June 30, 2022 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 Genexosome Technologies Inc. (“Genexosome”) Nevada July 31, 2017 60% held by AVCO Dormant Avactis Biosciences Inc. (“Avactis”) Nevada July 18, 2018 60% 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 | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN CONDITION | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 30, 2022. 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 companion diagnostics. 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 vertical segments 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 regenerative 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. These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $5,557,470 as of June 30, 2022 and has incurred recurring net losses and generated negative cash flow from operating activities of $4,099,012 and $2,686,722 for the six months ended June 30, 2022, 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 rest of 2022. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and six months ended June 30, 2022 and 2021 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, valuation of stock-based compensation, and assumptions used to determine fair value of warrants and embedded conversion features of convertible note payable. 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 condensed consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. Derivative liability. Significant Unobservable Inputs Balance of derivative liability as of January 1, 2022 $ - Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable 2,782,569 Gain from change in the fair value of derivative liability (769,269 ) Balance of derivative liability as of June 30, 2022 $ 2,013,300 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 June 30, 2022 and December 31, 2021, the Company’s cash balances by geographic area were as follows: Country: June 30, 2022 December 31, 2021 United States $ 716,240 60.7 % $ 767,605 95.1 % China 463,968 39.3 % 39,933 4.9 % Total cash $ 1,180,208 100.0 % $ 807,538 100.0 % For purposes of the condensed 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 June 30, 2022 and December 31, 2021. 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 $75,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At June 30, 2022, cash balances held in the PRC are RMB 3,108,354 (approximately $464,000), of which, RMB 2,582,643 (approximately $385,000) was not covered by such limited insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2022, the Company’s cash balances in United States bank accounts had approximately $137,000 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. Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 5 for discussion of equity method investment. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of 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. 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 three and six months ended June 30, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible note (using the if-converted method) and exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 8,385,000 7,700,000 8,385,000 7,700,000 Warrants 1,239,647 - 1,239,647 - Convertible note (*) 4,958,590 - 4,958,590 - Potentially dilutive securities 14,583,237 7,700,000 14,583,237 7,700,000 (*) Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $0.75 per share. 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 three and six months ended June 30, 2022 and 2021, the Company operates through two business segments: real property operating segment and medical related consulting services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20 Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt: Debt with Conversion and Other Options Earnings Per Share In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At June 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid directors and officers liability insurance premium $ 8,915 $ 49,656 Prepaid professional fees 88,185 186,609 Recoverable VAT 20,005 23,655 Deferred leasing costs 33,402 31,422 Security deposit 19,649 - Prepaid NASDAQ listing fee 44,813 - Other 35,333 18,313 Total $ 250,302 $ 309,655 |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 5 – EQUITY METHOD INVESTMENT As of June 30, 2022 and December 31, 2021, the equity method investment amounted to $517,442 and $515,632, 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 condensed consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the three months ended June 30, 2022 and 2021, the Company’s share of Epicon’s net loss was $11,882 and $15,418, respectively, which was included in loss from equity method investment in the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2022 and 2021, the Company’s share of Epicon’s net loss was $24,798 and $33,932, respectively, which was included in loss from equity method investment in the accompanying condensed consolidated statements of operations and comprehensive loss. In the six months ended June 30, 2022, activity recorded for the Company’s equity method investment in Epicon is summarized in the following table: Equity investment carrying amount at January 1, 2022 $ 515,632 Payment made for equity method investment 54,008 Epicon’s net loss attributable to the Company (24,798 ) Foreign currency fluctuation (27,400 ) Equity investment carrying amount at June 30, 2022 $ 517,442 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: June 30, December 31, Current assets $ 14,044 $ 5,479 Noncurrent assets 177,093 216,864 Current liabilities 41,645 56,626 Noncurrent liabilities - - Equity 149,492 165,717 For the Three Months For the Six Months 2022 2021 2022 2021 Net revenue $ - $ - $ - $ - Gross profit - - - - Loss from operation 29,703 38,543 62,026 84,829 Net loss 29,703 38,543 61,994 84,829 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 6 – ACCRUED LIABILITIES AND OTHER PAYABLES At June 30, 2022 and December 31, 2021, accrued liabilities and other payables consisted of the following: June 30, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 43,500 Tenants’ security deposit 73,733 73,733 Accrued business expense reimbursement 40,181 68,172 Accrued utilities 12,820 14,372 Advance from customer 12,306 - Deferred rental income 30,344 8,638 Accrued equity offering costs 40,000 40,000 Taxes payable 15,122 14,459 Others 76,346 12,446 Total $ 344,352 $ 275,320 |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 7 – CONVERTIBLE NOTE PAYABLE On March 28, 2022, the Company entered into Securities Purchase Agreement with an accredited investor, which was amended on June 8, 2022, providing for the sale by the Company to the investor of a Convertible Note in the amount of $3,718,943 (“2022 Convertible Note”). In addition to the 2022 Convertible Note, the investor also received a Stock Purchase Warrant (“2022 Warrant”) to acquire an aggregate of 1,239,647 shares of common stock. The 2022 Warrant is exercisable for five years at an exercise price of $1.25. The financing closed with respect to: ● $2,669,522 of the financing on April 15, 2022, ● $659,581 of the financing on April 29, 2022, ● $199,840 of the financing on May 18, 2022 and ● $190,000 of the financing on May 25, 2022. As a result of each of the closings, the Company issued the investor a 2022 Convertible Note in the principal amount of $2,669,522 and a 2022 Warrant to acquire 889,840 shares of common stock dated April 15, 2022, a 2022 Convertible Note in the principal amount of $659,581 and a 2022 Warrant to acquire 219,860 shares of common stock dated April 29, 2022, a 2022 Convertible Note in the principal amount of $199,840 and a 2022 Warrant to acquire 66,614 shares of common stock and a 2022 Convertible Note in the principal amount of $190,000 and a 2022 Warrant to acquire 63,333 shares of common stock. The 2022 Convertible Note bears 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 Warrant 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, the 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. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that all the warrants issued to the investor with this private placement are classified as equity in additional paid in-capital. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair values of the warrants issued to the investor with this private placement were computed using the Black-Scholes option-pricing model with the following assumptions: volatility of 111.94%, risk-free rate of 2.71% - 2.92%, annual dividend yield of 0% and expected life of 5 years. In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, recording debt discount and derivative liabilities in accordance with the provisions of the convertible debt (see Note 8). The Company calculates the fair value of conversion option at the commitment dates using the Black-Scholes valuation model with the following assumptions: volatility of 95.97%, risk-free rate of 2.75% - 2.89%, annual dividend yield of 0% and expected life of 10 years. The warrants issued to the investor to purchase 1,239,647 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $498,509 and will be amortized over the term of the 2022 Convertible Note. Additionally, the fair value of embedded conversion option at commitment dates, which was valued at $2,782,569, is recorded as a discount on the convertible note payable and will be amortized over the term of the 2022 Convertible Note. Hence, in connection with the issuance of the 2022 Convertible Note and 2022 Warrant, the Company recorded a total debt discount of $3,281,078 to be amortized over the term of the convertible note payable. For the three and six months ended June 30, 2022, amortization of debt discount and interest expense related to the 2022 Convertible Note amounted to $54,685 and $7,204, respectively, which have been reflected as interest expense on the accompanying condensed consolidated statements of operation and comprehensive loss. At June 30, 2022, convertible note payable consisted of the following: June 30, Principal amount $ 3,718,943 Less: unamortized debt discount (3,226,393 ) Convertible note payable, net $ 492,550 In accordance with an agreement signed on July 25, 2022, all outstanding principal and unpaid interest were converted into common stock of the Company at a conversion price of $0.65 per share (see Note 16 - Common Shares Issued for Debt Conversion). |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 8 – DERIVATIVE LIABILITY As stated in Note 7, 2022 Convertible Note, the Company determined that the convertible note payable contained an embedded derivative feature in the form of a conversion provision which was adjustable based on future prices of the Company’s common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The estimated fair value of the derivative feature of convertible debt was $2,782,569 at commitment dates, which was calculated using the following assumptions: volatility of 95.97%, risk-free rate of 2.75% - 2.89%, annual dividend yield of 0% and expected life of 10 years. The estimated fair value of the derivative feature of convertible debt was $2,013,300 at June 30, 2022, which was computed using the following assumptions: volatility of 95.71%, risk-free rate of 2.98%, annual dividend yield of 0% and expected life of 9.8 – 9.9 years. Increases or decreases in fair value of the derivative liability is included as a component of total other (expenses) income in the accompanying condensed consolidated statements of operations and comprehensive loss for the respective period. The changes to the derivative liability resulted in a decrease of $769,269 in the derivative liability and the corresponding increase in other income as a gain for the three and six months ended June 30, 2022. There was no derivative liability in the three and six months ended June 30, 2021. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
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 three months ended June 30, 2022 and 2021, the related party rental revenue amounted to $12,600 and $8,400, respectively, and has been included in real property rental on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2022 and 2021, the related party rental revenue amounted to $25,200 and $8,400, respectively, and has been included in real property rental on the accompanying condensed consolidated statements of operations and comprehensive loss. The related party rent receivable totaled $58,500 and $33,600, respectively, and no allowance for doubtful accounts was deemed to be required on rent receivable – related party at June 30, 2022 and December 31, 2021. 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 $36,460 and $54,545 for the three months ended June 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. As compensation for professional services provided, the Company recognized consulting expenses of $87,598 and $111,950 for the six months ended June 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying condensed 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 June 30, 2022 and December 31, 2021, 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 condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, $439,974 and $368,433 of accrued and unpaid interest related to borrowings from Wenzhao Lu, the Company’s largest shareholder and chairman of the Board of Directors, respectively, have been included in accrued liabilities and other payables – related parties on the accompanying condensed 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, $200,000 and $390,000 in the third quarter of 2019, second quarter of 2020 and second quarter of 2022, respectively. As of June 30, 2022 and December 31, 2021, the outstanding principal balance was $0 and $390,000, respectively. Line of Credit On August 29, 2019, the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) providing the Company with a $20 million line of credit (the “Line of Credit”) from Wenzhao Lu (the “Lender”), the largest shareholder and Chairman of the Board of Directors of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. In the six months ended June 30, 2022, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at January 1, 2022 $ 2,750,262 Draw down from Line of Credit 100,000 Repayment of Line of Credit (410,000 ) Outstanding principal under the Line of Credit at June 30, 2022 $ 2,440,262 For the three months ended June 30, 2022 and 2021, the interest expense related to above borrowings amounted to $31,854 and $46,131, respectively, and has been included in interest expense – related party on the accompanying condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2022 and 2021, the interest expense related to above borrowings amounted to $71,540 and $91,280, respectively, and has been included in interest expense – related party on the accompanying condensed consolidated statements of operations and comprehensive loss. As of June 30, 2022 and December 31, 2021, the related accrued and unpaid interest for above borrowings was $439,974 and $368,433, respectively, has been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets. On July 25, 2022, the outstanding principal and related accrued and unpaid interest were settled by issuance of the Company’s common stock (see Note 16 - Common Shares Issued Pursuant to Related Party Debt Settlement Agreement and Release). |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 10 – EQUITY Common Shares Sold for Cash On December 13, 2019, the Company entered into an Open Market Sale Agreement SM Common Shares Issued for Services During the six months ended June 30, 2022, the Company issued a total of 408,957 shares of its common stock for services rendered and to be rendered. These shares were valued at $340,950, 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 $254,923 for the six months ended June 30, 2022 and reduced accrued liabilities of $30,000 and recorded prepaid expense of $56,027 as of June 30, 2022 which will be amortized over the rest of corresponding service periods. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2022: Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.50 – 0.82 2,660,000 4.48 $ 0.56 2,233,334 $ 0.53 1.00 – 1.93 2,895,000 4.40 1.38 2,888,333 1.39 2.00 – 2.80 2,560,000 1.37 2.15 2,560,000 2.15 4.76 30,000 1.76 4.76 30,000 4.76 $ 0.50 – 4.76 8,145,000 3.46 $ 1.37 7,711,667 $ 1.40 Stock option activities for the six months ended June 30, 2022 were as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2022 7,725,000 $ 1.45 Granted 660,000 0.73 Expired/forfeited/exercised (240,000 ) (2.26 ) Outstanding at June 30, 2022 8,145,000 $ 1.37 Options exercisable at June 30, 2022 7,711,667 $ 1.40 Options expected to vest 433,333 $ 0.69 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at June 30, 2022 was $0. The fair values of options granted during the six months ended June 30, 2022 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 74.8% - 117.46%, risk-free rate of 1.37% - 3.56%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the six months ended June 30, 2022 was $373,982. The fair values of options granted during the six months ended June 30, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 123.27% - 128.42%, risk-free rate of 0.33% - 0.80%, annual dividend yield of 0% and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the six months ended June 30, 2021 was $575,078. For the three months ended June 30, 2022 and 2021, stock-based compensation expense associated with stock options granted amounted to $126,301 and $195,209, of which, $93,171 and $136,392 was recorded as compensation and related benefits, $21,460 and $39,545 was recorded as professional fees, and $11,670 and $19,272 was recorded as research and development expenses, respectively. For the six months ended June 30, 2022 and 2021, stock-based compensation expense associated with stock options granted amounted to $278,624 and $397,714, of which, $198,084 and $275,899 was recorded as compensation and related benefits, $57,598 and $82,988 was recorded as professional fees, and $22,942 and $38,827 was recorded as research and development expenses, respectively. A summary of the status of the Company’s nonvested stock options granted as of June 30, 2022 and changes during the six months ended June 30, 2022 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2022 205,834 $ 1.04 Granted 660,000 0.73 Vested (432,501 ) (0.92 ) Nonvested at June 30, 2022 433,333 $ 0.69 Warrants On March 28, 2022, the Company entered into Securities Purchase Agreement with an accredited investor, which was amended on June 8, 2022, providing for the sale by the Company to the investor of a Convertible Note in the amount of $3,718,943 (“2022 Convertible Note”). In addition to the 2022 Convertible Note, the investor also received a Stock Purchase Warrant (“2022 Warrant”) to acquire an aggregate of 1,239,647 shares of common stock. The 2022 Warrant is exercisable for five years at an exercise price of $1.25. The fair values of the warrants issued to the investor with this private placement were computed using the Black-Scholes option-pricing model with the following assumptions: volatility of 111.94%, risk-free rate of 2.71% - 2.92%, annual dividend yield of 0% and expected life of 5 years. The warrants issued to the investor to purchase 1,239,647 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $498,509 and will be amortized over the term of the 2022 Convertible Note. Stock warrant activities for the six months ended June 30, 2022 were as follows: Number of Warrants Exercise Price Outstanding at January 1, 2022 - $ - Issued 1,239,647 1.25 Expired/exercised - - Outstanding and exercisable at June 30, 2022 1,239,647 $ 1.25 The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at June 30, 2022: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Average Number Exercise $ 1.25 1,239,647 4.81 1,239,647 $ 1.25 The aggregate intrinsic value of both stock warrants outstanding and stock warrants exercisable at June 30, 2022 was $0. |
Statutory Reserve and Restricte
Statutory Reserve and Restricted Net Assets | 6 Months Ended |
Jun. 30, 2022 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | NOTE 11 – STATUTORY RESERVE AND RESTRICTED NET ASSETS The Company’s PRC subsidiary, Avalon Shanghai, is restricted in its ability to transfer a portion of its net asset to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. 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. The Company did not make any appropriation to statutory reserve for Avalon Shanghai during the three and six months ended June 30, 2022 as it incurred net loss in the periods. As of both June 30, 2022 and December 31, 2021, the restricted amount as determined pursuant to PRC statutory laws totaled $6,578. Relevant PRC laws and regulations restrict the Company’s PRC subsidiary, Avalon Shanghai, from transferring a portion of its net assets, equivalent to their statutory reserves and their share capital, to the Company’s shareholders in the form of loans, advances or cash dividends. Only PRC entity’s accumulated profit may be distributed as dividend to the Company’s shareholders without the consent of a third party. As of both June 30, 2022 and December 31, 2021, total restricted net assets amounted to $706,578. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 6 Months Ended |
Jun. 30, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | NOTE 12 – 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 subsidiary 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 | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 13 – CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and six months ended June 30, 2022 and 2021. Three Months Ended Six Months Ended Customer 2022 2021 2022 2021 A 32 % 31 % 30 % 31 % B 20 % 20 % 19 % 20 % C 13 % 13 % 13 % 13 % 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 rent receivable and rent receivable – related party at June 30, 2022, accounted for 81.0% of the Company’s total outstanding rent receivable and rent receivable – related party at June 30, 2022. 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 rent receivable and rent receivable – related party at December 31, 2021, accounted for 80.6% of the Company’s total outstanding rent receivable and rent receivable – related party at December 31, 2021. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the three and six months ended June 30, 2022 and 2021. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable at June 30, 2022, accounted for 100.0% of the Company’s total outstanding accounts payable at June 30, 2022. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 14 – SEGMENT INFORMATION For the three and six months ended June 30, 2022 and 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 three and six months ended June 30, 2022 and 2021 was as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenues Real property operations $ 290,821 $ 280,232 $ 588,452 $ 570,006 Costs and expenses Real property operations 211,703 205,147 430,151 422,041 Gross profit Real property operations 79,118 75,085 158,301 147,965 Other operating expenses Real property operations 81,899 78,830 188,952 180,253 Medical related consulting services 106,235 167,275 193,350 328,828 Corporate/Other 1,384,555 2,131,260 3,396,512 4,244,752 Total 1,572,689 2,377,365 3,778,814 4,753,833 Other (expense) income Interest expense Corporate/Other (93,743 ) (46,131 ) (133,429 ) (91,280 ) Total (93,743 ) (46,131 ) (133,429 ) (91,280 ) Other income (expense) Real property operations 3 4 7 108 Medical related consulting services 136,497 (16,503 ) 232,583 (34,989 ) Corporate/Other (577,660 ) - (577,660 ) 1 Total (441,160 ) (16,499 ) (345,070 ) (34,880 ) Total other expense, net (534,903 ) (62,630 ) (478,499 ) (126,160 ) Net (loss) income Real property operations (2,778 ) (3,741 ) (30,644 ) (32,180 ) Medical related consulting services 30,262 (183,778 ) 39,233 (363,817 ) Corporate/Other (2,055,958 ) (2,177,391 ) (4,107,601 ) (4,336,031 ) Total $ (2,028,474 ) $ (2,364,910 ) $ (4,099,012 ) $ (4,732,028 ) Identifiable long-lived tangible assets at June 30, 2022 and December 31, 2021 June 30, December 31, Real property operations $ 7,452,856 $ 7,537,281 Medical related consulting services 515 742 Corporate/Other 256,766 352,294 Total $ 7,710,137 $ 7,890,317 Identifiable long-lived tangible assets at June 30, 2022 and December 31, 2021 June 30, December 31, United States $ 7,489,017 $ 7,583,880 China 221,120 306,437 Total $ 7,710,137 $ 7,890,317 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. Further, the Company had not been able to realize the financial projections provided by Dr. Zhou at the time of the acquisition and has decided to impair the intangible asset associated with this acquisition to zero. Dr. Zhou was terminated as Co-CEO of Genexosome on August 14, 2019. Further, on October 28, 2019, Research Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District Court for the Southern District of Ohio Eastern Division against Dr. Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome. The criminal proceedings against Dr. Zhou and Li Chen have been concluded. The Company, Genexosome and the Research Institute entered into a Settlement Agreement dated June 7, 2022 (the “Settlement Date”) whereby the Company agreed to pay the Research Institute $450,000 on each of the sixty-day, one year and two-year anniversaries of the Settlement Date. In addition, the Company agreed to pay the Research Institute 30% of the Company’s initial pre-tax profit of $3,333,333, 20% of the Company’s second pre-tax profit of $3,333,333 and 10% of the Company’s third pre-tax profit of $3,333,333. The parties provided a mutual release as well. Operating Leases Commitment The Company is a party to leases for office space. Rent expense under all operating leases amounted to approximately $72,000 and $73,000 for the six months ended June 30, 2022 and 2021, respectively. Supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021 is as follows: Six Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 82,792 $ 65,035 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ - $ 133,473 The following table summarizes the lease term and discount rate for the Company’s operating lease as of June 30, 2022: Operating Lease Weighted average remaining lease term (in years) 0.58 Weighted average discount rate 4.88 % The following table summarizes the maturity of lease liabilities under operating lease as of June 30, 2022: For the Twelve-month Period Ending June 30: Operating Lease 2023 $ 75,263 2024 and thereafter - Total lease payments 75,263 Amount of lease payments representing interest (915 ) Total present value of operating lease liabilities $ 74,348 Current portion $ 74,348 Equity Investment Commitment On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biotech Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within five years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of June 30, 2022, Avalon Shanghai has contributed RMB 5,110,000 (approximately $0.8 million) that was included in equity method investment on the accompanying condensed 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 – Avactis Biosciences Inc. On July 18, 2018, the Company formed Avactis Biosciences Inc. (“Avactis”), a Nevada corporation, as a wholly owned subsidiary. On October 23, 2018, Avactis 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 was to be owned 60% by Avactis and 40% by Arbele. On April 6, 2022, the Company, Acactis, Arbele and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”), a wholly owned subsidiary of Arbele, entered into an Amendment No. 1 to the Equity Joint Venture Agreement pursuant to which Arbele Biotherapeutics acquired 40% of Avactis for the purpose of the Company and Arbele establishing a joint venture in the United States and the parties agreed that they would no longer pursue AVAR as a joint venture. Further, all rights and obligations under the AVAR Agreement were assigned by Avactis to Avalon and by Arbele to Arbele Biotherapeutics. Avactis established Avactis Nanjing Biosciences Ltd., a wholly owned foreign entity in the PRC. Further, the parties agreed that the Exclusive Patent License Agreement dated January 3, 2019 entered between Arbele, as licensor, and AVAR, as licensee (the “Arbele License Agreement”), was assigned to Avactis and Avalon and Arbele agreed to enter into a new Arbele License Agreement with Avactis on the same/similar terms as the Arbele License Agreement. Further, Dr. Anthony Chan was appointed to the Board of Directors of Avactis and as the Chief Scientific Officer of Avactis. Avactis purpose and business scope is to research, research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy globally including in the PRC. The Company 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 Avactis and the Company in writing subject to the Company’s cash reserves. Within 30 days, Arbele Biotherapeutics shall make contribution of $6.66 million in the form of entering into a License Agreement with Avactis granting Avactis 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 the Company and Avactis and services. As of the date hereof, the License Agreement has not been finalized. In addition, the Company is responsible for: ● Contributing registered capital of RMB 5,000,000 (approximately $0.7 million) for working capital purposes as required by local regulation, which is not required to be contributed immediately and will be contributed subject to the Company’s discretion; ● assist Avactis in setting up its business operations and obtaining all required permits and licenses from the Chinese government; ● assisting Avactis in recruiting, hiring and retaining personnel; ● providing Avactis 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 Avactis in managing the Good Manufacturing Practices (GMP) facility and clinic to be developed by Avactis; ● providing Avactis with advice pertaining to conducting clinicals in China; and ● Within 6 days of signing the AVAR Agreement, the Company is required to pay to Arbele Biotherapeutics $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, as amended, Arbele Biotherapeutics shall be responsible for the following: ● Entering into a License Agreement with Avactis; and ● Providing Avactis with research and development expertise pertaining to clinical laboratory medicine when hired by Avactis. As of both June 30, 2022 and December 31, 2021, the Company paid the $900,000 to Arbele Biotherapeutics as research and development fee. As of June 30, 2022, 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 June 30, 2022, $2,440,262 was outstanding under the Line of Credit. On July 25, 2022, the outstanding principal and related accrued and unpaid interest were settled by issuance of the Company’s common stock (see Note 16 - Common Shares Issued Pursuant to Related Party Debt Settlement Agreement and Release). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – 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 Issued for Debt Conversion On July 25, 2022, the Company and a convertible note holder entered into a Conversion Agreement pursuant to which the convertible note holder converted its Convertible Notes in the principal amount of into 5,736,452 shares of common stock of the Company at a per share price of $0.65. Common Shares Issued Pursuant to Related Party Debt Settlement Agreement and Release On July 25, 2022, the Company and Mr. Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which the Company settled $2,440,262 debt owed under the Line of Credit and unpaid interest of $448,331 by issuance of 4,443,990 shares of common stock, with a fair value of $2,888,593, of the Company at a per share price of $0.65. Unaudited Pro Forma Condensed Consolidated Balance Sheet As of June 30, 2022 On July 25, 2022, the Company and a convertible note holder entered into a Conversion Agreement pursuant to which the convertible note holder converted its Convertible Notes in the principal amount of into 5,736,452 shares of common stock of the Company at a per share price of $0.65. On July 25, 2022, the Company and Mr. Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which the Company settled $2,440,262 debt owed under the Line of Credit and unpaid interest of $448,331 by issuance of 4,443,990 shares of common stock of the Company at a per share price of $0.65. The 4,443,990 shares issued had a fair value of $2,888,593. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 combines the historical unaudited condensed consolidated balance sheet as of June 30, 2022 and the debt conversion transactions mentioned above, giving effect to the conversions as if they had been consummated on June 30, 2022. AVALON GLOBOCARE CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of June 30, 2022 Pro Forma Adjustments Historical Dr. Cr. Pro Forma ASSETS CURRENT ASSETS: Cash $ 1,180,208 $ - $ - $ 1,180,208 Rent receivable 24,778 - - 24,778 Rent receivable - related party 58,500 - - 58,500 Deferred financing costs, net 139,170 - - 139,170 Prepaid expenses and other current assets 250,302 - - 250,302 Total Current Assets 1,652,958 - - 1,652,958 NON-CURRENT ASSETS: Rent receivable - noncurrent portion 147,964 - - 147,964 Deferred financing costs - noncurrent portion, net 74,937 - - 74,937 Deferred leasing costs 97,216 - - 97,216 Operating lease right-of-use assets, net 74,348 - - 74,348 Property and equipment, net 265,709 - - 265,709 Investment in real estate, net 7,444,428 - - 7,444,428 Equity method investment 517,442 - - 517,442 Total Non-current Assets 8,622,044 - - 8,622,044 Total Assets $ 10,275,002 $ - $ - $ 10,275,002 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 376,386 $ - $ - $ 376,386 Accrued professional fees 1,485,695 - - 1,485,695 Accrued research and development fees 609,222 - - 609,222 Accrued payroll liability and directors' compensation 374,601 - - 374,601 Accrued settlement of lawsuit 900,000 - - 900,000 Accrued liabilities and other payables 344,352 7,204 - 337,148 Accrued liabilities and other payables - related parties 539,974 439,974 - 100,000 Operating lease obligation 74,348 - - 74,348 Convertible note payable, net 492,550 3,718,943 3,226,393 - Derivative liability 2,013,300 2,013,300 - - Total Current Liabilities 7,210,428 6,179,421 3,226,393 4,257,400 NON-CURRENT LIABILITIES: Accrued settlement of lawsuit - noncurrent portion 450,000 - - 450,000 Loan payable - related party 2,440,262 2,440,262 - - Total Non-current Liabilities 2,890,262 2,440,262 - 450,000 Total Liabilities 10,100,690 8,619,683 3,226,393 4,707,400 STOCKHOLDERS' EQUITY: Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no - - - - Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding; 99,735,208 pro forma shares issued and 99,215,208 pro forma shares outstanding 8,955 - 1,016 9,971 Additional paid-in capital 56,118,913 - 8,618,667 64,737,580 Less: common stock held in treasury, at cost; 520,000 shares (522,500 ) - - (522,500 ) Accumulated deficit (55,230,886 ) 3,226,393 - (58,457,279 ) Statutory reserve 6,578 - - 6,578 Accumulated other comprehensive loss (206,748 ) - - (206,748 ) Total Stockholders' Equity 174,312 3,226,393 8,619,683 5,567,602 Total Liabilities and Stockholders' Equity $ 10,275,002 $ 11,846,076 $ 11,846,076 $ 10,275,002 AVALON GLOBOCARE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Unaudited Pro Forma Adjustment Reflects the Following Four Transactions: Transaction 1: Derivative liability 2,013,300 Additional paid-in capital 2,013,300 The transaction reflects the embedded conversion option derivative liability was reclassified to additional paid-in capital upon the related note conversion. Transaction 2: Interest expense 3,226,393 Discount on convertible note payable 3,226,393 To amortize the discount upon conversion. Transaction 3: Convertible note payable 3,718,943 Interest payable 7,204 Common stock 573 Additional paid-in capital 3,725,574 The transaction reflects the principal and u npaid interest were converted into shares of common stock of the Company Conversion Agreement. Transaction 4: Loan payable - related party 2,440,262 Accrued liabilities and other payables - related parties 439,974 Common stock 443 Additional paid-in capital 2,879,793 The transaction reflects debt owed under the Line of Credit and unpaid interest were settled by issuance of shares of common stock of the Company pursuant to a Debt Settlement Agreement and Release. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three and six months ended June 30, 2022 and 2021 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, valuation of stock-based compensation, and assumptions used to determine fair value of warrants and embedded conversion features of convertible note payable. |
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 condensed consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. Derivative liability. Significant Unobservable Inputs Balance of derivative liability as of January 1, 2022 $ - Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable 2,782,569 Gain from change in the fair value of derivative liability (769,269 ) Balance of derivative liability as of June 30, 2022 $ 2,013,300 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 June 30, 2022 and December 31, 2021, the Company’s cash balances by geographic area were as follows: Country: June 30, 2022 December 31, 2021 United States $ 716,240 60.7 % $ 767,605 95.1 % China 463,968 39.3 % 39,933 4.9 % Total cash $ 1,180,208 100.0 % $ 807,538 100.0 % For purposes of the condensed 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 June 30, 2022 and December 31, 2021. |
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 $75,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At June 30, 2022, cash balances held in the PRC are RMB 3,108,354 (approximately $464,000), of which, RMB 2,582,643 (approximately $385,000) was not covered by such limited insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2022, the Company’s cash balances in United States bank accounts had approximately $137,000 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. |
Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. | Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 5 for discussion of equity method investment. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of 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. |
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 three and six months ended June 30, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible note (using the if-converted method) and exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 8,385,000 7,700,000 8,385,000 7,700,000 Warrants 1,239,647 - 1,239,647 - Convertible note (*) 4,958,590 - 4,958,590 - Potentially dilutive securities 14,583,237 7,700,000 14,583,237 7,700,000 (*) Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $0.75 per share. |
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 three and six months ended June 30, 2022 and 2021, the Company operates through two business segments: real property operating segment and medical related consulting services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
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. |
Recent Accounting Standardss | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20 Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt: Debt with Conversion and Other Options Earnings Per Share In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Genexosome Technologies Inc. (“Genexosome”) Nevada July 31, 2017 60% held by AVCO Dormant Avactis Biosciences Inc. (“Avactis”) Nevada July 18, 2018 60% 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) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of derivative liability measured at fair value | Significant Unobservable Inputs Balance of derivative liability as of January 1, 2022 $ - Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable 2,782,569 Gain from change in the fair value of derivative liability (769,269 ) Balance of derivative liability as of June 30, 2022 $ 2,013,300 |
Schedule of cash balances by geographic area | Country: June 30, 2022 December 31, 2021 United States $ 716,240 60.7 % $ 767,605 95.1 % China 463,968 39.3 % 39,933 4.9 % Total cash $ 1,180,208 100.0 % $ 807,538 100.0 % |
Schedule of the effect of including these potential shares was antidilutive | Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 8,385,000 7,700,000 8,385,000 7,700,000 Warrants 1,239,647 - 1,239,647 - Convertible note (*) 4,958,590 - 4,958,590 - Potentially dilutive securities 14,583,237 7,700,000 14,583,237 7,700,000 (*) Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $0.75 per share. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | June 30, December 31, Prepaid directors and officers liability insurance premium $ 8,915 $ 49,656 Prepaid professional fees 88,185 186,609 Recoverable VAT 20,005 23,655 Deferred leasing costs 33,402 31,422 Security deposit 19,649 - Prepaid NASDAQ listing fee 44,813 - Other 35,333 18,313 Total $ 250,302 $ 309,655 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Equity investment carrying amount at January 1, 2022 $ 515,632 Payment made for equity method investment 54,008 Epicon’s net loss attributable to the Company (24,798 ) Foreign currency fluctuation (27,400 ) Equity investment carrying amount at June 30, 2022 $ 517,442 |
Schedule of financial information, balance sheet | June 30, December 31, Current assets $ 14,044 $ 5,479 Noncurrent assets 177,093 216,864 Current liabilities 41,645 56,626 Noncurrent liabilities - - Equity 149,492 165,717 |
Schedule of financial information | For the Three Months For the Six Months 2022 2021 2022 2021 Net revenue $ - $ - $ - $ - Gross profit - - - - Loss from operation 29,703 38,543 62,026 84,829 Net loss 29,703 38,543 61,994 84,829 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of accrued liabilities and other payables | June 30, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 43,500 Tenants’ security deposit 73,733 73,733 Accrued business expense reimbursement 40,181 68,172 Accrued utilities 12,820 14,372 Advance from customer 12,306 - Deferred rental income 30,344 8,638 Accrued equity offering costs 40,000 40,000 Taxes payable 15,122 14,459 Others 76,346 12,446 Total $ 344,352 $ 275,320 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Note Payable [Abstract] | |
Schedule of convertible note payable | June 30, Principal amount $ 3,718,943 Less: unamortized debt discount (3,226,393 ) Convertible note payable, net $ 492,550 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of line of credit | Outstanding principal under the Line of Credit at January 1, 2022 $ 2,750,262 Draw down from Line of Credit 100,000 Repayment of Line of Credit (410,000 ) Outstanding principal under the Line of Credit at June 30, 2022 $ 2,440,262 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.50 – 0.82 2,660,000 4.48 $ 0.56 2,233,334 $ 0.53 1.00 – 1.93 2,895,000 4.40 1.38 2,888,333 1.39 2.00 – 2.80 2,560,000 1.37 2.15 2,560,000 2.15 4.76 30,000 1.76 4.76 30,000 4.76 $ 0.50 – 4.76 8,145,000 3.46 $ 1.37 7,711,667 $ 1.40 |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at January 1, 2022 7,725,000 $ 1.45 Granted 660,000 0.73 Expired/forfeited/exercised (240,000 ) (2.26 ) Outstanding at June 30, 2022 8,145,000 $ 1.37 Options exercisable at June 30, 2022 7,711,667 $ 1.40 Options expected to vest 433,333 $ 0.69 |
Schedule of company’s nonvested stock options granted | Number of Options Weighted Average Exercise Price Nonvested at January 1, 2022 205,834 $ 1.04 Granted 660,000 0.73 Vested (432,501 ) (0.92 ) Nonvested at June 30, 2022 433,333 $ 0.69 |
Schedule of the shares common stock issuable upon exercise of warrants outstanding | Number of Warrants Exercise Price Outstanding at January 1, 2022 - $ - Issued 1,239,647 1.25 Expired/exercised - - Outstanding and exercisable at June 30, 2022 1,239,647 $ 1.25 |
Schedule of the shares common stock issuable upon exercise of warrants outstanding | Warrants Outstanding Warrants Exercisable Exercise Number Weighted Average Number Exercise $ 1.25 1,239,647 4.81 1,239,647 $ 1.25 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of customer | Three Months Ended Six Months Ended Customer 2022 2021 2022 2021 A 32 % 31 % 30 % 31 % B 20 % 20 % 19 % 20 % C 13 % 13 % 13 % 13 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Information [Abstract] | |
Schedule of segment reporting information | Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenues Real property operations $ 290,821 $ 280,232 $ 588,452 $ 570,006 Costs and expenses Real property operations 211,703 205,147 430,151 422,041 Gross profit Real property operations 79,118 75,085 158,301 147,965 Other operating expenses Real property operations 81,899 78,830 188,952 180,253 Medical related consulting services 106,235 167,275 193,350 328,828 Corporate/Other 1,384,555 2,131,260 3,396,512 4,244,752 Total 1,572,689 2,377,365 3,778,814 4,753,833 Other (expense) income Interest expense Corporate/Other (93,743 ) (46,131 ) (133,429 ) (91,280 ) Total (93,743 ) (46,131 ) (133,429 ) (91,280 ) Other income (expense) Real property operations 3 4 7 108 Medical related consulting services 136,497 (16,503 ) 232,583 (34,989 ) Corporate/Other (577,660 ) - (577,660 ) 1 Total (441,160 ) (16,499 ) (345,070 ) (34,880 ) Total other expense, net (534,903 ) (62,630 ) (478,499 ) (126,160 ) Net (loss) income Real property operations (2,778 ) (3,741 ) (30,644 ) (32,180 ) Medical related consulting services 30,262 (183,778 ) 39,233 (363,817 ) Corporate/Other (2,055,958 ) (2,177,391 ) (4,107,601 ) (4,336,031 ) Total $ (2,028,474 ) $ (2,364,910 ) $ (4,099,012 ) $ (4,732,028 ) |
Schedule of real property operating | Identifiable long-lived tangible assets at June 30, 2022 and December 31, 2021 June 30, December 31, Real property operations $ 7,452,856 $ 7,537,281 Medical related consulting services 515 742 Corporate/Other 256,766 352,294 Total $ 7,710,137 $ 7,890,317 |
Schedule of identifiable long-lived tangible assets | Identifiable long-lived tangible assets at June 30, 2022 and December 31, 2021 June 30, December 31, United States $ 7,489,017 $ 7,583,880 China 221,120 306,437 Total $ 7,710,137 $ 7,890,317 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow information | Six Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 82,792 $ 65,035 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ - $ 133,473 |
Schedule of lease term and discount rate for the Company’s operating lease | Operating Lease Weighted average remaining lease term (in years) 0.58 Weighted average discount rate 4.88 % |
Schedule of maturity of lease liability | For the Twelve-month Period Ending June 30: Operating Lease 2023 $ 75,263 2024 and thereafter - Total lease payments 75,263 Amount of lease payments representing interest (915 ) Total present value of operating lease liabilities $ 74,348 Current portion $ 74,348 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Schedule of unaudited pro forma condensed consolidated balance sheet | Pro Forma Adjustments Historical Dr. Cr. Pro Forma ASSETS CURRENT ASSETS: Cash $ 1,180,208 $ - $ - $ 1,180,208 Rent receivable 24,778 - - 24,778 Rent receivable - related party 58,500 - - 58,500 Deferred financing costs, net 139,170 - - 139,170 Prepaid expenses and other current assets 250,302 - - 250,302 Total Current Assets 1,652,958 - - 1,652,958 NON-CURRENT ASSETS: Rent receivable - noncurrent portion 147,964 - - 147,964 Deferred financing costs - noncurrent portion, net 74,937 - - 74,937 Deferred leasing costs 97,216 - - 97,216 Operating lease right-of-use assets, net 74,348 - - 74,348 Property and equipment, net 265,709 - - 265,709 Investment in real estate, net 7,444,428 - - 7,444,428 Equity method investment 517,442 - - 517,442 Total Non-current Assets 8,622,044 - - 8,622,044 Total Assets $ 10,275,002 $ - $ - $ 10,275,002 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 376,386 $ - $ - $ 376,386 Accrued professional fees 1,485,695 - - 1,485,695 Accrued research and development fees 609,222 - - 609,222 Accrued payroll liability and directors' compensation 374,601 - - 374,601 Accrued settlement of lawsuit 900,000 - - 900,000 Accrued liabilities and other payables 344,352 7,204 - 337,148 Accrued liabilities and other payables - related parties 539,974 439,974 - 100,000 Operating lease obligation 74,348 - - 74,348 Convertible note payable, net 492,550 3,718,943 3,226,393 - Derivative liability 2,013,300 2,013,300 - - Total Current Liabilities 7,210,428 6,179,421 3,226,393 4,257,400 NON-CURRENT LIABILITIES: Accrued settlement of lawsuit - noncurrent portion 450,000 - - 450,000 Loan payable - related party 2,440,262 2,440,262 - - Total Non-current Liabilities 2,890,262 2,440,262 - 450,000 Total Liabilities 10,100,690 8,619,683 3,226,393 4,707,400 STOCKHOLDERS' EQUITY: Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no - - - - Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding; 99,735,208 pro forma shares issued and 99,215,208 pro forma shares outstanding 8,955 - 1,016 9,971 Additional paid-in capital 56,118,913 - 8,618,667 64,737,580 Less: common stock held in treasury, at cost; 520,000 shares (522,500 ) - - (522,500 ) Accumulated deficit (55,230,886 ) 3,226,393 - (58,457,279 ) Statutory reserve 6,578 - - 6,578 Accumulated other comprehensive loss (206,748 ) - - (206,748 ) Total Stockholders' Equity 174,312 3,226,393 8,619,683 5,567,602 Total Liabilities and Stockholders' Equity $ 10,275,002 $ 11,846,076 $ 11,846,076 $ 10,275,002 |
Schedule of unaudited pro forma adjustment reflects the following four transactions | Derivative liability 2,013,300 Additional paid-in capital 2,013,300 Interest expense 3,226,393 Discount on convertible note payable 3,226,393 Convertible note payable 3,718,943 Interest payable 7,204 Common stock 573 Additional paid-in capital 3,725,574 Loan payable - related party 2,440,262 Accrued liabilities and other payables - related parties 439,974 Common stock 443 Additional paid-in capital 2,879,793 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | 1 Months Ended | 6 Months Ended | |||
Oct. 19, 2016 | Jun. 30, 2022 | Apr. 06, 2022 | 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% | ||||
Ownership percentage | 60% | ||||
Avalon RT 9 Properties, LLC [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Building occupancy rate | 87% | ||||
Beijing Jieteng (GenExosome) Biotech Co., Ltd. [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 100% | ||||
GenExosome Technologies Inc. [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 60% | ||||
Dr. Yu Zhou [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 40% | ||||
Arabele Biotherapeutics [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Ownership percentage | 40% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Business acquired percentage | 100% |
Organization and Nature of Op_4
Organization and Nature of Operations (Details) - Schedule of company's subsidiaries consolidated financial statements | 6 Months Ended |
Jun. 30, 2022 | |
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 |
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 |
Avactis Biosciences Inc. (''Avactis'') [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Nevada July 18, 2018 |
Percentage of Ownership | 60% 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) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Working capital deficit | $ 5,557,470 |
Recurring net loss | 4,099,012 |
Cash flow from operating activities | $ 2,686,722 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - 6 months ended Jun. 30, 2022 | USD ($) $ / shares | CNY (¥) |
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 $75,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. | |
Cash balance held in PRC | $ 464,000 | ¥ 3,108,354 |
Limited insurance | 385,000 | ¥ 2,582,643 |
Federally-insured limits | 250,000 | |
Cash | $ 137,000 | |
Conversion price per share (in Dollars per share) | $ / shares | $ 0.75 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of derivative liability measured at fair value - Significant Unobservable Inputs (Level 3) [Member] - USD ($) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of derivative liability measured at fair value [Line Items] | |
Balance of derivative liability as of January 1, 2022 | |
Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable | 2,782,569 |
Gain from change in the fair value of derivative liability | (769,269) |
Balance of derivative liability as of June 30, 2022 | $ 2,013,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 1,180,208 | $ 807,538 |
Percentage of concentrations of credit risk | 100% | 100% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 716,240 | $ 767,605 |
Percentage of concentrations of credit risk | 60.70% | 95.10% |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 463,968 | $ 39,933 |
Percentage of concentrations of credit risk | 39.30% | 4.90% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of the effect of including these potential shares was antidilutive - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities | 14,583,237 | 7,700,000 | 14,583,237 | 7,700,000 | |
Stock Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities | 8,385,000 | 7,700,000 | 8,385,000 | 7,700,000 | |
Warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities | 1,239,647 | 1,239,647 | |||
Convertible Note [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities | [1] | 4,958,590 | 4,958,590 | ||
[1]Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $0.75 per share. |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid directors and officers liability insurance premium | $ 8,915 | $ 49,656 |
Prepaid professional fees | 88,185 | 186,609 |
Recoverable VAT | 20,005 | 23,655 |
Deferred leasing costs | 33,402 | 31,422 |
Security deposit | 19,649 | |
Prepaid NASDAQ listing fee | 44,813 | |
Other | 35,333 | 18,313 |
Total | $ 250,302 | $ 309,655 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 06, 2022 | Dec. 31, 2021 | Aug. 14, 2018 | |
Equity Method Investment (Details) [Line Items] | |||||||
Equity Method Investment | $ 517,442 | $ 517,442 | $ 515,632 | ||||
Total ownership percentage | 60% | ||||||
Net loss | $ 11,882 | $ 15,418 | $ 24,798 | $ 33,932 | |||
Avalon Shanghai and Other Unrelated Company [Member] | |||||||
Equity Method Investment (Details) [Line Items] | |||||||
Total ownership percentage | 40% | ||||||
Jiangsu Unicorn Biological Technology Co., Ltd.[Member] | |||||||
Equity Method Investment (Details) [Line Items] | |||||||
Total ownership percentage | 60% |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of equity method investment | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of equity method investment [Abstract] | |
Equity investment carrying amount, Beginning Balance | $ 515,632 |
Payment made for equity method investment | 54,008 |
Epicon’s net loss attributable to the Company | (24,798) |
Foreign currency fluctuation | (27,400) |
Equity investment carrying amount, Ending Balance | $ 517,442 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of financial information, balance sheet - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of financial information, balance sheet [Abstract] | ||
Current assets | $ 14,044 | $ 5,479 |
Noncurrent assets | 177,093 | 216,864 |
Current liabilities | 41,645 | 56,626 |
Noncurrent liabilities | ||
Equity | $ 149,492 | $ 165,717 |
Equity Method Investment (Det_4
Equity Method Investment (Details) - Schedule of financial information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of financial information [Abstract] | ||||
Net revenue | ||||
Gross profit | ||||
Loss from operation | 29,703 | 38,543 | 62,026 | 84,829 |
Net loss | $ 29,703 | $ 38,543 | $ 61,994 | $ 84,829 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of accrued liabilities and other payables [Abstract] | ||
Accrued tenants’ improvement reimbursement | $ 43,500 | $ 43,500 |
Tenants’ security deposit | 73,733 | 73,733 |
Accrued business expense reimbursement | 40,181 | 68,172 |
Accrued utilities | 12,820 | 14,372 |
Advance from customer | 12,306 | |
Deferred rental income | 30,344 | 8,638 |
Accrued equity offering costs | 40,000 | 40,000 |
Taxes payable | 15,122 | 14,459 |
Others | 76,346 | 12,446 |
Total | $ 344,352 | $ 275,320 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
May 25, 2022 | May 18, 2022 | Apr. 29, 2022 | Apr. 15, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jul. 25, 2022 | |
Convertible Note Payable (Details) [Line Items] | |||||||
Convertible note | $ 3,718,943 | ||||||
Common stock shares (in Shares) | 63,333 | 66,614 | 219,860 | 889,840 | |||
Warrant exercisable terms | 5 years | ||||||
Exercise price (in Dollars per share) | $ 1.25 | $ 1.25 | |||||
Financing amount | $ 190,000 | $ 199,840 | $ 659,581 | $ 2,669,522 | |||
Principal amount | $ 190,000 | $ 199,840 | $ 659,581 | $ 2,669,522 | |||
Convertible note interest rate | 1% | 1% | |||||
Maturity term | 10 years | ||||||
Conversion price, percentage | 95% | ||||||
Conversion price, per share (in Dollars per share) | $ 0.75 | $ 0.75 | |||||
Percentage of issued and outstanding shares of common stock | 4.99% | ||||||
Percentage of common stock issuable | 20% | ||||||
Purchase of common stock (in Shares) | 1,239,647 | 1,239,647 | |||||
Convertible note payable valued | $ 498,509 | ||||||
Discount on convertible note payable | 2,782,569 | ||||||
Total debt discount amount | 3,281,078 | ||||||
Amortization of debt discount | $ 54,685 | ||||||
Interest expense | $ 7,204 | ||||||
Subsequent Event [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Conversion price, per share (in Dollars per share) | $ 0.65 | ||||||
2022 Warrant [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Common stock shares (in Shares) | 1,239,647 | 1,239,647 | |||||
2022 Convertible Note [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Common stock shares (in Shares) | 63,333 | 63,333 | |||||
Principal amount | $ 190,000 | $ 190,000 | |||||
Black-Scholes Option-Pricing Model [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Volatility rate | 111.94% | ||||||
Annual dividend yield | 0% | ||||||
Expected life | 5 years | ||||||
Black-Scholes Option-Pricing Model [Member] | Minimum [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Risk-free rate | 2.71% | ||||||
Black-Scholes Option-Pricing Model [Member] | Maximum [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Risk-free rate | 2.92% | ||||||
Black-Scholes Valuation Model [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Volatility rate | 95.97% | ||||||
Annual dividend yield | 0% | ||||||
Expected life | 10 years | ||||||
Black-Scholes Valuation Model [Member] | Minimum [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Risk-free rate | 2.75% | ||||||
Black-Scholes Valuation Model [Member] | Maximum [Member] | |||||||
Convertible Note Payable (Details) [Line Items] | |||||||
Risk-free rate | 2.89% |
Convertible Note Payable (Det_2
Convertible Note Payable (Details) - Schedule of convertible note payable | Jun. 30, 2022 USD ($) |
Schedule of convertible note payable [Abstract] | |
Principal amount | $ 3,718,943 |
Less: unamortized debt discount | (3,226,393) |
Convertible note payable, net | $ 492,550 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability description | The estimated fair value of the derivative feature of convertible debt was $2,782,569 at commitment dates, which was calculated using the following assumptions: volatility of 95.97%, risk-free rate of 2.75% - 2.89%, annual dividend yield of 0% and expected life of 10 years. The estimated fair value of the derivative feature of convertible debt was $2,013,300 at June 30, 2022, which was computed using the following assumptions: volatility of 95.71%, risk-free rate of 2.98%, annual dividend yield of 0% and expected life of 9.8 – 9.9 years. | |
Derivative liability | $ 769,269 | $ 769,269 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 29, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2017 | Apr. 06, 2022 | Mar. 31, 2022 | Mar. 19, 2022 | Dec. 31, 2021 | Mar. 18, 2019 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Rental revenue | $ 12,600 | $ 8,400 | $ 25,200 | $ 8,400 | |||||||||
Rent receivable | 58,500 | 58,500 | $ 33,600 | ||||||||||
Consulting expenses | 36,460 | 54,545 | 87,598 | 111,950 | |||||||||
Genexosome for cash payment | $ 450,000 | ||||||||||||
Ownership of percentage | 60% | ||||||||||||
Accrued liabilities and other payables | 439,974 | 439,974 | 368,433 | ||||||||||
Outstanding principal balance | 0 | 0 | 390,000 | ||||||||||
Promissory note maturity date | Dec. 31, 2024 | ||||||||||||
Interest expenses | 31,854 | $ 46,131 | 71,540 | $ 91,280 | |||||||||
Dr. Yu Zhou [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Consideration cash | $ 100,000 | $ 100,000 | 100,000 | ||||||||||
Genexosome [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ownership of percentage | 40% | 40% | |||||||||||
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% | ||||||||||||
Maturity date | Mar. 19, 2024 | ||||||||||||
Principal repaid amount | $ 390,000 | $ 200,000 | $ 410,000 | ||||||||||
Wenzhao Lu [Member] | Board of Directors [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Accrued liabilities and other payables | $ 439,974 | $ 439,974 | $ 368,433 | ||||||||||
Line of Credit Agreement [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Line of credit | $ 20,000,000 | ||||||||||||
Interest rate | 5% | 5% |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of line of credit | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of line of credit [Abstract] | |
Outstanding principal under the Line of Credit at January 1, 2022 | $ 2,750,262 |
Draw down from Line of Credit | 100,000 |
Repayment of Line of Credit | (410,000) |
Outstanding principal under the Line of Credit at June 30, 2022 | $ 2,440,262 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 25, 2022 | |
Equity (Details) [Line Items] | ||||||||
Shares fair market value | $ 340,950 | |||||||
Stock-based compensation expense | $ 126,301 | $ 195,209 | 278,624 | $ 397,714 | ||||
Reduced accrued liabilities | 30,000 | 30,000 | ||||||
Recorded prepaid expense | 56,027 | 56,027 | ||||||
Aggregate intrinsic values of stock options outstanding | 0 | $ 0 | ||||||
Volatility rate | 111.94% | |||||||
Dividend yield | 0% | 0% | ||||||
Aggregate fair value | 373,982 | 575,078 | $ 373,982 | $ 575,078 | ||||
Convertible note | $ 3,718,943 | |||||||
Stock warrants exercisable | 0 | 0 | ||||||
Common Stock [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Issuance of common stock for services | 408,957 | |||||||
Warrants issued investor to purchase shares (in Shares) | 170,640 | 1,848,267 | ||||||
Common Shares Issued for Services [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | $ 254,923 | |||||||
Minimum [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Volatility rate | 74.80% | 123.27% | ||||||
Risk-free rate | 1.37% | 0.33% | ||||||
Expected life | 3 years | 3 years | ||||||
Maximum [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Volatility rate | 117.46% | 128.42% | ||||||
Risk-free rate | 3.56% | 0.80% | ||||||
Expected life | 5 years | 5 years | ||||||
2022 Warrant [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Acquire an aggregate shares of common stock (in Shares) | 1,239,647 | |||||||
Warrant is exercisable years | 5 years | |||||||
Exercise price (in Dollars per share) | $ 1.25 | |||||||
Private Placement [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Dividend yield | 0% | |||||||
Expected life | 5 years | |||||||
Warrants issued investor to purchase shares (in Shares) | 1,239,647 | |||||||
Convertible notes payable | $ 498,509 | $ 498,509 | ||||||
Private Placement [Member] | Minimum [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Risk-free rate | 2.71% | |||||||
Private Placement [Member] | Maximum [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Risk-free rate | 2.92% | |||||||
2022 Convertible Note [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Convertible note | $ 3,718,943 | |||||||
Jefferies LLC [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Aggregate shares (in Shares) | 170,640 | |||||||
Share price (in Dollars per share) | $ 0.79 | $ 0.79 | ||||||
Net proceeds | $ 112,328 | |||||||
Net of commission and other offering costs | 23,239 | |||||||
Compensation and Related Benefits [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | $ 93,171 | 136,392 | 198,084 | $ 275,899 | ||||
Professional Fees [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | 21,460 | 39,545 | 57,598 | 82,988 | ||||
Research and Development Expense [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | $ 11,670 | $ 19,272 | $ 22,942 | $ 38,827 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of stock options outstanding | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
0.50 – 0.82 [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 | $ 0.82 |
Number Outstanding at June 30, 2022 (in Shares) | shares | 2,660,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 23 days |
Weighted Average Exercise Price | $ 0.56 |
Number Exercisable at June 30, 2022 (in Shares) | shares | 2,233,334 |
Weighted Average Exercise Price | $ 0.53 |
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 June 30, 2022 (in Shares) | shares | 2,895,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 24 days |
Weighted Average Exercise Price | $ 1.38 |
Number Exercisable at June 30, 2022 (in Shares) | shares | 2,888,333 |
Weighted Average Exercise Price | $ 1.39 |
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 June 30, 2022 (in Shares) | shares | 2,560,000 |
Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 13 days |
Weighted Average Exercise Price | $ 2.15 |
Number Exercisable at June 30, 2022 (in Shares) | shares | 2,560,000 |
Weighted Average Exercise Price | $ 2.15 |
4.76 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price | $ 4.76 |
Number Outstanding at June 30, 2022 (in Shares) | shares | 30,000 |
Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 3 days |
Weighted Average Exercise Price | $ 4.76 |
Number Exercisable at June 30, 2022 (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 June 30, 2022 (in Shares) | shares | 8,145,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 15 days |
Weighted Average Exercise Price | $ 1.37 |
Number Exercisable at June 30, 2022 (in Shares) | shares | 7,711,667 |
Weighted Average Exercise Price | $ 1.4 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock option activities | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Options [Member] | |
Equity (Details) - Schedule of stock option activities [Line Items] | |
Number of Options, Beginning balance | shares | 7,725,000 |
Number of Options, Granted | shares | 660,000 |
Number of Options, Forfeited / Expired/ Exercised | shares | (240,000) |
Number of Options, Ending Balance | shares | 8,145,000 |
Number of Options, Options exercisable at end | shares | 7,711,667 |
Number of Options, Options expected to vest | shares | 433,333 |
Weighted Average Exercise Price [Member] | |
Equity (Details) - Schedule of stock option activities [Line Items] | |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 1.45 |
Weighted Average Exercise Price, Granted | $ / shares | 0.73 |
Weighted Average Exercise Price, Forfeited / Expired/ Exercised | $ / shares | (2.26) |
Weighted Average Exercise Price, Ending Balance | $ / shares | 1.37 |
Weighted Average Exercise Price, Options exercisable at end | $ / shares | 1.4 |
Weighted Average Exercise Price, Options expected to vest | $ / shares | $ 0.69 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of company’s nonvested stock options granted | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Options [Member] | |
Equity (Details) - Schedule of company’s nonvested stock options granted [Line Items] | |
Number of Options ,Nonvested at beginning balance | shares | 205,834 |
Number of Options Granted | shares | 660,000 |
Number of Options Vested | shares | (432,501) |
Number of Options ,Nonvested at ending balance | shares | 433,333 |
Weighted Average Exercise Price [Member] | |
Equity (Details) - Schedule of company’s nonvested stock options granted [Line Items] | |
Weighted Average Exercise Price ,Nonvested at beginning balance | $ / shares | $ 1.04 |
Weighted Average Exercise Price Granted | $ / shares | 0.73 |
Weighted Average Exercise Price Vested | $ / shares | (0.92) |
Weighted Average Exercise Price ,Nonvested at ending balance | $ / shares | $ 0.69 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of stock warrant activities | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Schedule of stock warrant activities [Abstract] | |
Number of Warrants, Outstanding at January 1, 2022 | shares | |
Exercise Price, Outstanding at January 1, 2022 | $ / shares | |
Number of Warrants, Issued | shares | 1,239,647 |
Exercise Price, Issued | $ / shares | $ 1.25 |
Number of Warrants, Expired/exercised | shares | |
Exercise Price, Expired/exercised | $ / shares | |
Number of Warrants, Outstanding and exercisable at June 30, 2022 | shares | 1,239,647 |
Exercise Price, Outstanding and exercisable at June 30, 2022 | $ / shares | $ 1.25 |
Equity (Details) - Schedule o_5
Equity (Details) - Schedule of the shares common stock issuable upon exercise of warrants outstanding | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Schedule of the shares common stock issuable upon exercise of warrants outstanding [Abstract] | |
Exercise Price | $ / shares | $ 1.25 |
Number Outstanding at June 30, 2022 | 1,239,647 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 21 days |
Number Exercisable at June 30, 2022 | 1,239,647 |
Statutory Reserve and Restric_2
Statutory Reserve and Restricted Net Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statutory Reserve [Abstract] | ||
Statutory reserve percentage | 10% | |
Registered capital percentage | 50% | |
Statutory laws | $ 6,578 | $ 6,578 |
Restricted net assets | $ 706,578 | $ 706,578 |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Details) | Jun. 30, 2022 |
Condensed Financial Information of the Parent Company (Details) [Line Items] | |
Net assets, percentage | 25% |
PRC Subsidiaries [Member] | |
Condensed Financial Information of the Parent Company (Details) [Line Items] | |
Net assets, percentage | 25% |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Concentrations (Details) [Line Items] | |||||
Concentration risk, percentage | 80.60% | ||||
Outstanding accounts receivable | 81% | 81% | |||
Suppliers [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | |
Revenues [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | |
Outstanding Accounts Receivable [Member] | Two customers [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | |||
Outstanding Accounts Payable [Member] | 10% or more of purchase [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, percentage | 100% | ||||
Outstanding Accounts Payable [Member] | Suppliers [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, percentage | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer - More Than 10% Revenues [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
A [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 32% | 31% | 30% | 31% |
B [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 20% | 20% | 19% | 20% |
E [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 13% | 13% | 13% | 13% |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Revenues | $ 290,821 | $ 280,232 | $ 588,452 | $ 570,006 |
Gross profit | ||||
Gross profit | 79,118 | 75,085 | 158,301 | 147,965 |
Other operating expenses | ||||
Other operating expenses | 1,572,689 | 2,377,365 | 3,778,814 | 4,753,833 |
Interest expense | ||||
Interest expense | (93,743) | (46,131) | (133,429) | (91,280) |
Other income (expense) | ||||
Other income (expense) | (441,160) | (16,499) | (345,070) | (34,880) |
Total other expense, net | (534,903) | (62,630) | (478,499) | (126,160) |
Net (loss) income | ||||
Net (loss) income | (2,028,474) | (2,364,910) | (4,099,012) | (4,732,028) |
Real Property Operations [Member] | ||||
Revenues | ||||
Revenues | 290,821 | 280,232 | 588,452 | 570,006 |
Costs and expenses | ||||
Costs and expenses | 211,703 | 205,147 | 430,151 | 422,041 |
Gross profit | ||||
Gross profit | 79,118 | 75,085 | 158,301 | 147,965 |
Other operating expenses | ||||
Other operating expenses | 81,899 | 78,830 | 188,952 | 180,253 |
Other income (expense) | ||||
Other income (expense) | 3 | 4 | 7 | 108 |
Net (loss) income | ||||
Net (loss) income | (2,778) | (3,741) | (30,644) | (32,180) |
Medical related consulting services [Member] | ||||
Other operating expenses | ||||
Other operating expenses | 106,235 | 167,275 | 193,350 | 328,828 |
Other income (expense) | ||||
Other income (expense) | 136,497 | (16,503) | 232,583 | (34,989) |
Net (loss) income | ||||
Net (loss) income | 30,262 | (183,778) | 39,233 | (363,817) |
Corporate/Other [Member] | ||||
Other operating expenses | ||||
Other operating expenses | 1,384,555 | 2,131,260 | 3,396,512 | 4,244,752 |
Interest expense | ||||
Interest expense | (93,743) | (46,131) | (133,429) | (91,280) |
Other income (expense) | ||||
Other income (expense) | (577,660) | (577,660) | 1 | |
Net (loss) income | ||||
Net (loss) income | $ (2,055,958) | $ (2,177,391) | $ (4,107,601) | $ (4,336,031) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of real property operating - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Total | $ 7,710,137 | $ 7,890,317 |
Real property operations [Member] | ||
Total | 7,452,856 | 7,537,281 |
Medical related consulting services [Member] | ||
Total | 515 | 742 |
Corporate/Other [Member] | ||
Total | $ 256,766 | $ 352,294 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 7,710,137 | $ 7,890,317 |
United States [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,489,017 | 7,583,880 |
China [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 221,120 | $ 306,437 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 29, 2019 | Oct. 23, 2018 | May 29, 2018 | Oct. 25, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Stock purchase agreement, description | Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. | ||||||
Research institute | $ 450,000 | ||||||
Pre-tax profit, description | In addition, the Company agreed to pay the Research Institute 30% of the Company’s initial pre-tax profit of $3,333,333, 20% of the Company’s second pre-tax profit of $3,333,333 and 10% of the Company’s third pre-tax profit of $3,333,333. The parties provided a mutual release as well. | ||||||
Operating leases, rent expense | $ 72,000 | $ 73,000 | |||||
Joint venture agreement, description | Contributing registered capital of RMB 5,000,000 (approximately $0.7 million) for working capital purposes as required by local regulation, which is not required to be contributed immediately and will be contributed subject to the Company’s discretion; ●assist Avactis in setting up its business operations and obtaining all required permits and licenses from the Chinese government; ●assisting Avactis in recruiting, hiring and retaining personnel; ●providing Avactis 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 Avactis in managing the Good Manufacturing Practices (GMP) facility and clinic to be developed by Avactis; ●providing Avactis with advice pertaining to conducting clinicals in China; and ●Within 6 days of signing the AVAR Agreement, the Company is required to pay to Arbele Biotherapeutics $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 | $ 900,000 | |||||
Avalon Shanghai [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Joint venture agreement, description | Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biotech Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within five years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of June 30, 2022, Avalon Shanghai has contributed RMB 5,110,000 (approximately $0.8 million) that was included in equity method investment on the accompanying condensed consolidated balance sheets. | ||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Joint venture agreement, description | Avactis 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 was to be owned 60% by Avactis and 40% by Arbele. On April 6, 2022, the Company, Acactis, Arbele and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”), a wholly owned subsidiary of Arbele, entered into an Amendment No. 1 to the Equity Joint Venture Agreement pursuant to which Arbele Biotherapeutics acquired 40% of Avactis for the purpose of the Company and Arbele establishing a joint venture in the United States and the parties agreed that they would no longer pursue AVAR as a joint venture. Further, all rights and obligations under the AVAR Agreement were assigned by Avactis to Avalon and by Arbele to Arbele Biotherapeutics. Avactis established Avactis Nanjing Biosciences Ltd., a wholly owned foreign entity in the PRC. Further, the parties agreed that the Exclusive Patent License Agreement dated January 3, 2019 entered between Arbele, as licensor, and AVAR, as licensee (the “Arbele License Agreement”), was assigned to Avactis and Avalon and Arbele agreed to enter into a new Arbele License Agreement with Avactis on the same/similar terms as the Arbele License Agreement. Further, Dr. Anthony Chan was appointed to the Board of Directors of Avactis and as the Chief Scientific Officer of Avactis. Avactis purpose and business scope is to research, research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy globally including in the PRC. The Company 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 Avactis and the Company in writing subject to the Company’s cash reserves. Within 30 days, Arbele Biotherapeutics shall make contribution of $6.66 million in the form of entering into a License Agreement with Avactis granting Avactis 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 the Company and Avactis and services. | ||||||
Line of Credit Agreement [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Line of credit | $ 20,000,000 | ||||||
Line of credit bears interest at an annual rate | 5% | ||||||
Received loan | $ 2,440,262 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of supplemental cash flow information - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating lease | $ 82,792 | $ 65,035 |
Right-of-use assets obtained in exchange for lease obligation: | ||
Operating lease | $ 133,473 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of lease term and discount rate for the Company’s operating lease | Jun. 30, 2022 |
Schedule of lease term and discount rate for the Company’s operating lease [Abstract] | |
Weighted average remaining lease term (in years) | 6 months 29 days |
Weighted average discount rate | 4.88% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of maturity of lease liability | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of maturity of lease liability [Abstract] | |
2023 | $ 75,263 |
2024 and thereafter | |
Total lease payments | 75,263 |
Amount of lease payments representing interest | (915) |
Total present value of operating lease liabilities | 74,348 |
Current portion | $ 74,348 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 25, 2022 USD ($) shares |
Subsequent Events (Details) [Line Items] | |
Principal amount | $ 3,718,943 |
Unpaid interest | $ 9,751 |
Converted common stock (in Shares) | shares | 5,736,452 |
Conversion price (in Shares) | shares | 0.65 |
Debt Settlement Agreement [Member] | |
Subsequent Events (Details) [Line Items] | |
Unpaid interest | $ 448,331 |
Conversion price (in Shares) | shares | 0.65 |
LIne of credit | $ 2,440,262 |
Issuance of shares (in Shares) | shares | 4,443,990 |
Fair value | $ 2,888,593 |
Pro Forma [Member] | |
Subsequent Events (Details) [Line Items] | |
Principal amount | 3,718,943 |
Unpaid interest | $ 9,751 |
Converted common stock (in Shares) | shares | 5,736,452 |
Conversion price (in Shares) | shares | 0.65 |
Pro Forma [Member] | Debt Settlement Agreement [Member] | |
Subsequent Events (Details) [Line Items] | |
Unpaid interest | $ 448,331 |
Conversion price (in Shares) | shares | 0.65 |
LIne of credit | $ 2,440,262 |
Issuance of shares (in Shares) | shares | 4,443,990 |
Fair value | $ 2,888,593 |
Share issued (in Shares) | shares | 4,443,990 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of unaudited pro forma condensed consolidated balance sheet - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 1,180,208 | $ 807,538 |
Rent receivable | 24,778 | 33,618 |
Rent receivable - related party | 58,500 | 33,600 |
Deferred financing costs, net | 139,170 | 138,631 |
Prepaid expenses and other current assets | 250,302 | 309,655 |
Total Current Assets | 1,652,958 | 1,323,042 |
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | 147,964 | 163,211 |
Deferred financing costs - noncurrent portion, net | 74,937 | 74,648 |
Deferred leasing costs | 97,216 | 109,792 |
Operating lease right-of-use assets, net | 74,348 | 145,303 |
Property and equipment, net | 265,709 | 361,547 |
Investment in real estate, net | 7,444,428 | 7,528,770 |
Equity method investment | 517,442 | 515,632 |
Total Non-current Assets | 8,622,044 | 8,919,174 |
Total Assets | 10,275,002 | 10,242,216 |
CURRENT LIABILITIES: | ||
Accounts payable | 376,386 | |
Accrued professional fees | 1,485,695 | 1,881,349 |
Accrued research and development fees | 609,222 | 928,111 |
Accrued payroll liability and directors' compensation | 374,601 | 307,043 |
Accrued lawsuit liability | 900,000 | |
Accrued liabilities and other payables | 344,352 | 275,320 |
Accrued liabilities and other payables - related parties | 539,974 | 468,433 |
Operating lease obligation | 74,348 | 151,402 |
Convertible note payable, net | 492,550 | |
Derivative liability | 2,013,300 | |
Total Current Liabilities | 7,210,428 | 4,401,658 |
NON-CURRENT LIABILITIES: | ||
Accrued lawsuit liability - noncurrent portion | 450,000 | |
Loan payable - related party | 2,440,262 | 2,750,262 |
Total Non-current Liabilities | 2,890,262 | 2,756,163 |
Total Liabilities | 10,100,690 | 7,157,821 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding; 99,735,208 pro forma shares issued and 99,215,208 pro forma shares outstanding | 8,955 | 8,898 |
Additional paid-in capital | 56,118,913 | 54,888,559 |
Less: common stock held in treasury, at cost; 520,000 shares | (522,500) | (522,500) |
Accumulated deficit | (55,230,886) | (51,131,874) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss | (206,748) | (165,266) |
Total Stockholders' Equity | 174,312 | 3,084,395 |
Total Liabilities and Stockholders' Equity | 10,275,002 | $ 10,242,216 |
Pro Forma Adjustments Dr. [Member] | ||
CURRENT ASSETS: | ||
Cash | ||
Rent receivable | ||
Rent receivable - related party | ||
Deferred financing costs, net | ||
Prepaid expenses and other current assets | ||
Total Current Assets | ||
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | ||
Deferred financing costs - noncurrent portion, net | ||
Deferred leasing costs | ||
Operating lease right-of-use assets, net | ||
Property and equipment, net | ||
Investment in real estate, net | ||
Equity method investment | ||
Total Non-current Assets | ||
Total Assets | ||
CURRENT LIABILITIES: | ||
Accounts payable | ||
Accrued professional fees | ||
Accrued research and development fees | ||
Accrued payroll liability and directors' compensation | ||
Accrued lawsuit liability | ||
Accrued liabilities and other payables | 7,204 | |
Accrued liabilities and other payables - related parties | 439,974 | |
Operating lease obligation | ||
Convertible note payable, net | 3,718,943 | |
Derivative liability | 2,013,300 | |
Total Current Liabilities | 6,179,421 | |
NON-CURRENT LIABILITIES: | ||
Accrued lawsuit liability - noncurrent portion | ||
Loan payable - related party | 2,440,262 | |
Total Non-current Liabilities | 2,440,262 | |
Total Liabilities | 8,619,683 | |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding; 99,735,208 pro forma shares issued and 99,215,208 pro forma shares outstanding | ||
Additional paid-in capital | ||
Less: common stock held in treasury, at cost; 520,000 shares | ||
Accumulated deficit | 3,226,393 | |
Statutory reserve | ||
Accumulated other comprehensive loss | ||
Total Stockholders' Equity | 3,226,393 | |
Total Liabilities and Stockholders' Equity | 11,846,076 | |
Pro Forma Adjustments Cr. [Member] | ||
CURRENT ASSETS: | ||
Cash | ||
Rent receivable | ||
Rent receivable - related party | ||
Deferred financing costs, net | ||
Prepaid expenses and other current assets | ||
Total Current Assets | ||
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | ||
Deferred financing costs - noncurrent portion, net | ||
Deferred leasing costs | ||
Operating lease right-of-use assets, net | ||
Property and equipment, net | ||
Investment in real estate, net | ||
Equity method investment | ||
Total Non-current Assets | ||
Total Assets | ||
CURRENT LIABILITIES: | ||
Accounts payable | ||
Accrued professional fees | ||
Accrued research and development fees | ||
Accrued payroll liability and directors' compensation | ||
Accrued lawsuit liability | ||
Accrued liabilities and other payables | ||
Accrued liabilities and other payables - related parties | ||
Operating lease obligation | ||
Convertible note payable, net | 3,226,393 | |
Derivative liability | ||
Total Current Liabilities | 3,226,393 | |
NON-CURRENT LIABILITIES: | ||
Accrued lawsuit liability - noncurrent portion | ||
Loan payable - related party | ||
Total Non-current Liabilities | ||
Total Liabilities | 3,226,393 | |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding; 99,735,208 pro forma shares issued and 99,215,208 pro forma shares outstanding | 1,016 | |
Additional paid-in capital | 8,618,667 | |
Less: common stock held in treasury, at cost; 520,000 shares | ||
Accumulated deficit | ||
Statutory reserve | ||
Accumulated other comprehensive loss | ||
Total Stockholders' Equity | 8,619,683 | |
Total Liabilities and Stockholders' Equity | 11,846,076 | |
Pro Forma [Member] | ||
CURRENT ASSETS: | ||
Cash | 1,180,208 | |
Rent receivable | 24,778 | |
Rent receivable - related party | 58,500 | |
Deferred financing costs, net | 139,170 | |
Prepaid expenses and other current assets | 250,302 | |
Total Current Assets | 1,652,958 | |
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | 147,964 | |
Deferred financing costs - noncurrent portion, net | 74,937 | |
Deferred leasing costs | 97,216 | |
Operating lease right-of-use assets, net | 74,348 | |
Property and equipment, net | 265,709 | |
Investment in real estate, net | 7,444,428 | |
Equity method investment | 517,442 | |
Total Non-current Assets | 8,622,044 | |
Total Assets | 10,275,002 | |
CURRENT LIABILITIES: | ||
Accounts payable | 376,386 | |
Accrued professional fees | 1,485,695 | |
Accrued research and development fees | 609,222 | |
Accrued payroll liability and directors' compensation | 374,601 | |
Accrued lawsuit liability | 900,000 | |
Accrued liabilities and other payables | 337,148 | |
Accrued liabilities and other payables - related parties | 100,000 | |
Operating lease obligation | 74,348 | |
Convertible note payable, net | ||
Derivative liability | ||
Total Current Liabilities | 4,257,400 | |
NON-CURRENT LIABILITIES: | ||
Accrued lawsuit liability - noncurrent portion | 450,000 | |
Loan payable - related party | ||
Total Non-current Liabilities | 450,000 | |
Total Liabilities | 4,707,400 | |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 89,554,766 shares issued and 89,034,766 shares outstanding; 99,735,208 pro forma shares issued and 99,215,208 pro forma shares outstanding | 9,971 | |
Additional paid-in capital | 64,737,580 | |
Less: common stock held in treasury, at cost; 520,000 shares | (522,500) | |
Accumulated deficit | (58,457,279) | |
Statutory reserve | 6,578 | |
Accumulated other comprehensive loss | (206,748) | |
Total Stockholders' Equity | 5,567,602 | |
Total Liabilities and Stockholders' Equity | $ 10,275,002 |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of unaudited pro forma condensed consolidated balance sheet (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Subsequent Events (Details) - Schedule of unaudited pro forma condensed consolidated balance sheet (Parentheticals) [Line Items] | ||
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 | 89,554,766 | 88,975,169 |
Common stock, outstanding | 89,034,766 | 88,455,169 |
Treasury stock | 520,000 | 520,000 |
Pro Forma [Member] | ||
Subsequent Events (Details) - Schedule of unaudited pro forma condensed consolidated balance sheet (Parentheticals) [Line Items] | ||
Common stock, issued | 99,735,208 | |
Common stock, outstanding | 99,215,208 |
Subsequent Events (Details) -_3
Subsequent Events (Details) - Schedule of unaudited pro forma adjustment reflects the following four transactions - Pro Forma [Member] - Subsequent Event [Member] | Jul. 25, 2022 USD ($) |
Transaction 1 [Member] | |
Subsequent Events (Details) - Schedule of unaudited pro forma adjustment reflects the following four transactions [Line Items] | |
Derivative liability | $ 2,013,300 |
Additional paid-in capital | 2,013,300 |
Transaction 2 [Member] | |
Subsequent Events (Details) - Schedule of unaudited pro forma adjustment reflects the following four transactions [Line Items] | |
Interest expense | 3,226,393 |
Discount on convertible note payable | 3,226,393 |
Transaction 3 [Member] | |
Subsequent Events (Details) - Schedule of unaudited pro forma adjustment reflects the following four transactions [Line Items] | |
Additional paid-in capital | 3,725,574 |
Convertible note payable | 3,718,943 |
Interest payable | 7,204 |
Common stock | 573 |
Transaction 4 [Member] | |
Subsequent Events (Details) - Schedule of unaudited pro forma adjustment reflects the following four transactions [Line Items] | |
Additional paid-in capital | 2,879,793 |
Common stock | 443 |
Loan payable - related party | 2,440,262 |
Accrued liabilities and other payables - related parties | $ 439,974 |