Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | AVALON GLOBOCARE CORP. | ||
Trading Symbol | ALBT | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 10,164,307 | ||
Entity Public Float | $ 15,433,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001630212 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 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 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Cash | $ 1,990,910 | $ 807,538 |
Rent receivable | 60,526 | 33,618 |
Rent receivable - related party | 74,100 | 33,600 |
Other current assets | 247,990 | 448,286 |
Total Current Assets | 2,373,526 | 1,323,042 |
Operating lease right-of-use assets, net | 10,885 | 145,303 |
Property and equipment, net | 138,294 | 361,547 |
Investment in real estate, net | 7,360,087 | 7,528,770 |
Equity method investment | 485,008 | 515,632 |
Advances for equity interest purchase | 8,999,722 | |
Other non-current assets | 384,383 | 367,922 |
Total Non-current Assets | 17,378,379 | 8,919,174 |
Total Assets | 19,751,905 | 10,242,216 |
Accrued professional fees | 1,673,411 | 1,881,349 |
Accrued research and development fees | 838,001 | 928,111 |
Accrued payroll liability and directors’ compensation | 223,722 | 307,043 |
Accrued litigation settlement | 450,000 | |
Accrued liabilities and other payables | 283,234 | 275,320 |
Accrued liabilities and other payables - related parties | 100,000 | 468,433 |
Operating lease obligation | 11,437 | 151,402 |
Note payable - related party | 390,000 | |
Total Current Liabilities | 3,579,805 | 4,401,658 |
Operating lease obligation - noncurrent portion | 5,901 | |
Accrued litigation settlement - noncurrent portion | 450,000 | |
Note payable, net | 4,563,152 | |
Loan payable - related party | 2,750,262 | |
Total Non-current Liabilities | 5,013,152 | 2,756,163 |
Total Liabilities | 8,592,957 | 7,157,821 |
Commitments and Contingencies (Note 20) | ||
Preferred stock, $0.0 001 par value; 10,000,000 shares authorized; Series A Convertible Preferred Stock, $0.0001 par value; 9,000 and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively. Liquidation preference $9 million at December 31, 2022 | 9,000,000 | |
Series B Convertible Preferred Stock, $0.0001 par value; 0 shares issued and outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 10,013,576 shares issued and 9,961,576 shares outstanding at December 31, 2022; 8,897,518 shares issued and 8,845,518 shares outstanding at December 31, 2021 | 1,005 | 8,898 |
Additional paid-in capital | 65,949,723 | 54,888,559 |
Less: common stock held in treasury, at cost; 52,000 shares at December 31, 2022 and 2021 | (522,500) | (522,500) |
Accumulated deficit | (63,062,721) | (51,131,874) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (213,137) | (165,266) |
Total Avalon GloboCare Corp. stockholders’ equity | 11,158,948 | 3,084,395 |
Non-controlling interest | ||
Total Equity | 11,158,948 | 3,084,395 |
Total Liabilities and Equity | $ 19,751,905 | $ 10,242,216 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 10,013,576 | 8,897,518 |
Common stock, outstanding | 9,961,576 | 8,845,518 |
Treasury stock | 52,000 | 52,000 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 9,000 | 0 |
Preferred stock, shares outstanding | 9,000 | 0 |
Preferred stock, liquidation preference (in Dollars) | $ 9 | |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Real property rental | $ 1,202,169 | $ 1,203,560 |
Medical related consulting services - related party | 187,412 | |
Total Revenues | 1,202,169 | 1,390,972 |
Real property operating expenses | 929,441 | 829,287 |
Medical related consulting services - related party | 147,167 | |
Total Costs and Expenses | 929,441 | 976,454 |
Real property operating income | 272,728 | 374,273 |
Gross profit from medical related consulting services | 40,245 | |
Total Gross Profit | 272,728 | 414,518 |
Advertising and marketing | 1,325,313 | 328,565 |
Professional fees | 2,909,652 | 4,946,696 |
Compensation and related benefits | 1,863,188 | 2,042,278 |
Research and development expenses | 731,328 | 1,025,009 |
Litigation settlement | 1,350,000 | |
Other general and administrative | 886,142 | 905,800 |
Total Other Operating Expenses | 9,065,623 | 9,248,348 |
LOSS FROM OPERATIONS | (8,792,895) | (8,833,830) |
Interest expense- amortization of debt discount and debt issuance cost | (3,310,684) | |
Interest expense- other | (185,751) | |
Interest expense - related party | (79,898) | (200,477) |
Conversion inducement expense | (344,264) | |
Loss from equity method investment | (41,863) | (60,463) |
Change in fair value of derivative liability | 600,749 | |
Other income | 223,759 | 4,271 |
Total Other Expense, net | (3,137,952) | (256,669) |
LOSS BEFORE INCOME TAXES | (11,930,847) | (9,090,499) |
INCOME TAXES | ||
NET LOSS | (11,930,847) | (9,090,499) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (11,930,847) | (9,090,499) |
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (11,930,847) | (9,090,499) |
OTHER COMPREHENSIVE (LOSS) INCOME | ||
Unrealized foreign currency translation (loss) gain | (47,871) | 25,244 |
COMPREHENSIVE LOSS | (11,978,718) | (9,065,255) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (11,978,718) | $ (9,065,255) |
Basic and diluted (in Dollars per share) | $ (1.28) | $ (1.07) |
Basic and diluted (in Shares) | 9,328,609 | 8,491,103 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net Loss Per Common Share Attributable Common Shareholders diluted | $ (1.28) | $ (1.07) |
Weighted Average Common Shares Outstanding diluted | 9,328,609 | 8,491,103 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Series A 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 | $ 828 | $ 46,863,898 | $ (522,500) | $ (42,041,375) | $ 6,578 | $ (190,510) | $ 4,116,919 | ||
Balance (in Shares) at Dec. 31, 2020 | 8,279,530 | (52,000) | |||||||
Sale of common stock, net | $ 22 | 2,553,387 | 2,553,409 | ||||||
Sale of common stock, net (in Shares) | 220,684 | ||||||||
Issuance of common stock for settlement of accrued professional fees | $ 2 | 202,498 | 202,500 | ||||||
Issuance of common stock for settlement of accrued professional fees (in Shares) | 16,736 | ||||||||
Issuance of common stock for settlement of loan payable - related party | $ 24 | 2,999,976 | 3,000,000 | ||||||
Issuance of common stock for settlement of loan payable - related party (in Shares) | 240,000 | ||||||||
Issuance of common stock for services | $ 14 | 1,507,474 | 1,507,488 | ||||||
Issuance of common stock for services (in Shares) | 140,568 | ||||||||
Stock-based compensation | 769,334 | 769,334 | |||||||
Foreign currency translation adjustment | 25,244 | 25,244 | |||||||
Net loss for the year | (9,090,499) | (9,090,499) | |||||||
Balance at Dec. 31, 2021 | $ 890 | 54,896,567 | $ (522,500) | (51,131,874) | 6,578 | (165,266) | 3,084,395 | ||
Balance (in Shares) at Dec. 31, 2021 | 8,897,518 | (52,000) | |||||||
Sale of common stock, net | $ 5 | 362,323 | 362,328 | ||||||
Sale of common stock, net (in Shares) | 49,115 | ||||||||
Warrants issued with convertible debt offering | 498,509 | 498,509 | |||||||
Conversion of convertible note payable and accrued interest into common stock | $ 57 | 4,072,901 | 4,072,958 | ||||||
Conversion of convertible note payable and accrued interest into common stock (in Shares) | 573,645 | ||||||||
Reclassification of derivative liability to equity | 2,181,820 | 2,181,820 | |||||||
Issuance of common stock for settlement of loan payable and accrued interest - related party | $ 44 | 2,888,549 | 2,888,593 | ||||||
Issuance of common stock for settlement of loan payable and accrued interest - related party (in Shares) | 444,399 | ||||||||
Sale of common stock - related party | $ 5 | 349,995 | 350,000 | ||||||
Sale of common stock - related party (in Shares) | 44,872 | ||||||||
Sale of Series A Convertible Preferred Stock | $ 9,000,000 | 9,000,000 | |||||||
Sale of Series A Convertible Preferred Stock (in Shares) | 9,000 | ||||||||
Issuance of common stock for services | $ 4 | 340,946 | 340,950 | ||||||
Issuance of common stock for services (in Shares) | 40,896 | ||||||||
Stock-based compensation | 358,113 | 358,113 | |||||||
Shares issued for adjustments for 1:10 reverse split (in Shares) | (36,869) | ||||||||
Foreign currency translation adjustment | (47,871) | (47,871) | |||||||
Net loss for the year | (11,930,847) | (11,930,847) | |||||||
Balance at Dec. 31, 2022 | $ 9,000,000 | $ 1,005 | $ 65,949,723 | $ (522,500) | $ (63,062,721) | $ 6,578 | $ (213,137) | $ 11,158,948 | |
Balance (in Shares) at Dec. 31, 2022 | 9,000 | 10,013,576 | (52,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,930,847) | $ (9,090,499) |
Bad debt provision | 2,295 | 8,091 |
Depreciation | 330,723 | 311,761 |
Change in straight-line rent receivable | (6,821) | (51,246) |
Amortization of right-of-use asset | 135,557 | 127,020 |
Stock-based compensation and service expense | 1,106,634 | 2,110,169 |
Loss on equity method investment | 41,863 | 60,463 |
Loss on impairment of equipment held for sale | 22,285 | |
Amortization of debt discount | 3,281,078 | |
Amortization of debt issuance costs | 29,606 | |
Conversion inducement expense | 344,264 | |
Change in fair market value of derivative liability | (600,749) | |
Changes in operating assets and liabilities: | ||
Rent receivable | (3,265) | (168) |
Rent receivable - related party | (40,500) | (33,600) |
Security deposit | (416) | 6,847 |
Deferred leasing costs | 27,298 | 21,203 |
Other assets | (45,996) | 95,133 |
Accrued liabilities and other payables | 331,425 | 1,330,890 |
Accrued liabilities and other payables - related parties | 79,898 | 200,477 |
Operating lease obligation | (141,556) | (121,020) |
NET CASH USED IN OPERATING ACTIVITIES | (7,037,224) | (5,024,479) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,749) | (17,502) |
Improvement of commercial real estate | (10,332) | |
Additional investment in equity method investment | (51,999) | (40,301) |
Payments for equity interest purchase | (8,999,722) | |
NET CASH USED IN INVESTING ACTIVITIES | (9,053,470) | (68,135) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of note payable - related party | (390,000) | |
Proceeds from loan payable - related party | 100,000 | 2,550,262 |
Repayments of loan payable - related party | (410,000) | |
Proceeds from issuance of convertible debt and warrants | 3,718,943 | |
Proceeds from issuance of balloon promissory note | 4,800,000 | |
Payments of debt issuance costs | (266,454) | |
Proceeds from equity offering | 735,567 | 2,860,304 |
Disbursements for equity offering costs | (24,067) | (240,434) |
Proceeds from issuance of convertible preferred stock | 9,000,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 17,263,989 | 5,170,132 |
EFFECT OF EXCHANGE RATE ON CASH | 10,077 | 3,443 |
NET INCREASE IN CASH | 1,183,372 | 80,961 |
CASH - beginning of year | 807,538 | 726,577 |
CASH - end of year | 1,990,910 | 807,538 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 176,000 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for future services | 155,700 | |
Common stock issued for accrued liabilities | 30,000 | 276,032 |
Deferred financing costs in accrued liabilities | 57,599 | |
Accrued professional fees relieved for shares issued | 202,500 | |
Warrants issued with convertible note payable recorded as debt discount | 498,509 | |
Bifurcated embedded conversion feature recorded as derivative liability and debt discount | 2,782,569 | |
Conversion of convertible note payable and accrued interest into common stock | 4,072,958 | |
Reclassification of derivative liability to equity | 2,181,820 | |
Related party loan and accrued interest settled in shares | $ 2,888,593 | $ 3,000,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare Corp. (the “Company” or “ALBT”) 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 was engaged in medical related consulting services for customers. Due to the winding down of the medical related consulting services in 2022, the Company decided to cease all operations of Avalon Shanghai and no longer has any material revenues or expenses in Avalon Shanghai. As a result, Avalon Shanghai is no longer an operating entity. The Company is a clinical-stage biotechnology company dedicated to developing and delivering innovative, transformative cellular therapeutics, precision diagnostics, and clinical laboratory services. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients’ growth and development, as well as competitiveness in healthcare and CellTech industry markets. Through its subsidiary structure with unique integration of verticals from innovative research and development 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 December 31, 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 December 31, 2022, the occupancy rate of the building is 82.7%. 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. Avactis owns 100% of the capital stock of Avactis Nanjing Biosciences Ltd., a company incorporated in the People’s Republic of China on May 8, 2020 (“Avactis Nanjing”), which only owns a patent and is not considered an operating entity. In order to purchase a membership interest, on October 14, 2022, the Company formed a wholly owned subsidiary, Avalon Laboratory Services, Inc., a Delaware company. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 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 ALBT 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 ALBT Dormant, is in process of being dissolved Avalon RT 9 Properties LLC (“Avalon RT 9”) New Jersey February 7, 2017 100% held by ALBT 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 Ceased operations and is not considered an operating entity Genexosome Technologies Inc. (“Genexosome”) Nevada July 31, 2017 60% held by ALBT Dormant Avactis Biosciences Inc. (“Avactis”) Nevada July 18, 2018 60% held by ALBT 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 Avactis Nanjing Biosciences Ltd. (“Avactis Nanjing”) PRC May 8, 2020 100% held by Avactis Owns a patent and is not considered an operating entity International Exosome Association LLC (“Exosome”) Delaware June 13, 2019 100% held by ALBT Promotes standardization related to exosome industry Avalon Laboratory Services, Inc. Delaware October 14, 2022 100% held by ALBT Purchases a membership interest |
Basis of Presentation and Going
Basis of Presentation and Going Concern Condition | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN CONDITION | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The Company is a clinical-stage biotechnology company dedicated to developing and delivering innovative, transformative cellular therapeutics, precision diagnostics, and clinical laboratory services. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients’ growth and development, as well as competitiveness in healthcare and CellTech industry markets. Through its subsidiary structure with unique integration of verticals from innovative research and development 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. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had working capital deficit of $1,206,279 at December 31, 2022 and had incurred recurring net losses and generated negative cash flow from operating activities of $11,930,847 and $7,037,224 for the year ended December 31, 2022, respectively. The Company has a limited operating history and its continued growth is dependent upon generating rental revenue from its income-producing real estate property in New Jersey 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. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the years ended December 31, 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 consolidated financial statements, primarily du e to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. Derivative liability. Significant 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 (600,749 ) Reclassification of derivative liability to equity (2,181,820 ) Balance of derivative liability as of December 31, 2022 $ - ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents At December 31, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: December 31, 2022 December 31, 2021 United States $ 1,806,083 90.7 % $ 767,605 95.1 % China 184,827 9.3 % 39,933 4.9 % Total cash $ 1,990,910 100.0 % $ 807,538 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2022 and 2021. Advances for Equity Interest Purchase In the fourth quarter of 2022, the Company sold 9,000 shares of its Series A Preferred Stock, stated value $1,000, for the gross proceeds of $9,000,000 (the “Private Placement”), which funds were recorded as advances for equity interest purchase at December 31, 2022 and were used to pay the cash purchase price for the purchased interests of Laboratory Services MSO, LLC in February 2023. As of December 31, 2022 and 2021, advances for equity interest purchase amounted to $8,999,722 and $0 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 $72,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2022, cash balances held in the PRC are RMB 1,274,920 (approximately $185,000), of which, RMB 722,573 (approximately $105,000) 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 December 31, 2022, the Company’s cash and restricted cash balances in United States bank accounts had approximately $4,952,000 in excess of the federally-insured limits. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. Rent Receivable and Allowance for Doubtful Accounts Rent receivable is presented net of an allowance for doubtful accounts. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no material allowance for doubtful accounts is deemed to be required on its rent receivable at December 31, 2022 and 2021. Deferred financing costs Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2022 and 2021, deferred financing costs amounted to $174,107 and $213,279, of which $34,821 and $138,631were included in other current assets and $139,286 and $74,648 were included in other non-current assets, respectively. Debt Issuance Costs Debt issuance costs are those costs that have been incurred in connection with the issuance of balloon promissory note payable in 2022 and are offset against note payable in the consolidated balance sheets. Such costs are being amortized to interest expense over the term of the underlying debt using the straight-line method, as the difference between that and the effective interest method are immaterial. As of December 31, 2022, debt issuance costs amounted to $236,848. Deferred leasing costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the years ended December 31, 2022 and 2021. Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2022 and 2021, deferred rental income totaled $27,685 and $8,638, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets 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 defi nition of a “distinct” goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company’s revenues are derived from providing medial related consulting services for its’ related parties. Revenues related to its service offerings are recognized at a point in time when service is rendered. Any payments received in advance of the performance of services are recorded as deferred revenue until such time as the services are performed. The Company has determined that the ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are included in rent receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease. The Company begins recording rent expense on the lease possession date. Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. Medical Related Consulting Services Costs Costs of medical related consulting services include the cost of labor and related benefits, travel expenses related to consulting services, and other overhead costs. Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $731,328 and $1,025,009 in the years ended December 31, 2022 and 2021, respectively Advertising and Marketing Costs All costs related to advertising and marketing are expensed as incurred. For the years ended December 31, 2022 and 2021, advertising and marketing costs amounted to $1,325,313 and $328,565, respectively Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2022 and 2021, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. For United States entities, tax year that remains subject to examination is the years ended December 31, 2022, 2021, 2020 and 2019. For China entities, income tax returns for the tax years ended December 31, 2018 through December 31, 2022 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of December 31, 2022 and 2021. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, Genexosome, Avactis, and Exosome, is the U.S. dollar and the functional currency of Avalon Shanghai is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2022 and 2021 were translated at 6.8979 RMB and 6.3559 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2022 and 2021 were 6.7309 RMB and 6.4515 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the years ended December 31, 2022 and 2021 consisted of net loss and unrealized (loss) gain from foreign currency translation adjustment. Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended December 31, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the conversion of Series A convertible preferred stock (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. Per Share Data (continued) The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2022 2021 Options to purchase common stock 858,500 800,000 Warrants to purchase common stock 123,964 - Convertible note (*) 572,145 - Series A convertible preferred stock (**) 900,000 - Potentially dilutive securities 2,454,609 800,000 (*) Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.5 per share. (**) Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.0 per share. Non-controlling Interest As of December 31, 2022, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the years ended December 31, 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. These reportable segments offer different services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Due to the winding down of the medical related consulting services segment in 2022, the Company decided to cease all operations of this segment and no longer has any material revenues or expenses in this segment. As a result, commencing from the first quarter of 2023, the Company’s chief operating decision maker no longer reviews medical related consulting services operating results. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Fiscal Year End The Company has adopted a fiscal year end of December 31st. Reverse Stock Split The Company effected a one-for-ten reverse stock split of its outstanding shares of common stock on January 5, 2023. The reverse split did not change the number of authorized shares of common stock or par value. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. 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. |
Other Current and Non-Current A
Other Current and Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Current and Non-Current Assets [Abstract] | |
OTHER CURRENT AND NON-CURRENT ASSETS | NOTE 4 – OTHER CURRENT AND NON-CURRENT ASSETS At December 31, 2022 and 2021, other current and non-current assets consisted of the following: December 31, December 31, Prepaid directors and officers liability insurance premium $ 29,301 $ 49,656 Prepaid professional fees 93,817 186,609 Deferred financing costs, net 174,107 213,279 Recoverable VAT 3,531 23,655 Deferred leasing costs 113,916 141,214 Security deposit 19,084 20,271 Equipment held for sale 20,489 - Long-term straight-line rent receivable 144,094 163,211 Others 34,034 18,313 Total $ 632,373 $ 816,208 Current portion $ 247,990 $ 448,286 Non-current portion 384,383 367,922 Total $ 632,373 $ 816,208 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT At December 31, 2022 and 2021, property and equipment consisted of the following: Useful life December 31, December 31, Laboratory equipment 5 Years $ 374,183 $ 579,508 Office equipment and furniture 3 – 10 Years 35,145 34,092 409,328 613,600 Less: accumulated depreciation (271,034 ) (252,053 ) $ 138,294 $ 361,547 For the years ended December 31, 2022 and 2021, depreciation expense of property and equipment amounted to $162,040 and $144,513, respectively, of which, $2,987 and $3,276 was included in real property operating expenses, $825 and $19,914 was included in other operating expenses, and $158,228 and $121,323 was included in research and development expense, respectively. |
Investment in Real Estate
Investment in Real Estate | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | NOTE 6 – INVESTMENT IN REAL ESTATE At December 31, 2022 and 2021, investment in real estate consisted of the following: Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 529,372 529,372 8,237,943 8,237,943 Less: accumulated depreciation (877,856 ) (709,173 ) $ 7,360,087 $ 7,528,770 For the years ended December 31, 2022 and 2021, depreciation expense of this commercial real property amounted to $168,683 and $167,248, which was included in real property operating expenses. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 7 – EQUITY METHOD INVESTMENT As of December 31, 2022 and 2021, the equity method investment amounted to $485,008 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 consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the years ended December 31, 2022 and 2021, the Company’s share of Epicon’s net loss was $41,863 and $60,463, respectively, which was included in loss from equity method investment in the accompanying consolidated statements of operations and comprehensive loss. In the years ended December 31, 2022 and 2021, activity recorded for the Company’s equity method investment in Epicon is summarized in the following table: Equity investment carrying amount at January 1, 2021 $ 521,758 Payment made for equity method investment 40,301 Epicon’s net loss attributable to the Company (60,463 ) Foreign currency fluctuation 14,036 Equity investment carrying amount at December 31, 2021 515,632 Payment made for equity method investment 51,999 Epicon’s net loss attributable to the Company (41,863 ) Foreign currency fluctuation (40,760 ) Equity investment carrying amount at December 31, 2022 $ 485,008 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, December 31, Current assets $ 1,051 $ 5,479 Noncurrent assets 143,984 216,864 Current liabilities 43,723 56,626 Equity 101,312 165,717 For the Years Ended 2022 2021 Net revenue $ - $ - Gross profit - - Loss from operation 104,688 151,158 Net loss 104,657 151,158 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 8 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2022 and 2021, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 43,500 Tenants’ security deposit 73,733 73,733 Accrued business expense reimbursement 52,437 68,172 Accrued utilities 15,631 14,372 Deferred rental income 27,685 8,638 Accrued real property cleaning service fee 23,564 6,600 Accrued equity offering costs - 40,000 Taxes payable 7,337 14,459 Others 39,347 5,846 Total $ 283,234 $ 275,320 |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Note Payable Abstract | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – 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 123,964 shares of common stock. The 2022 Warrant is exercisable for five years at an exercise price of $12.5. 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 88,984 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 21,986 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 6,661 shares of common stock dated May 18, 2022, and a 2022 Convertible Note in the principal amount of $190,000 and a 2022 Warrant to acquire 6,333 shares of common stock dated May 25, 2022. 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 10). 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 123,964 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $498,509 and had been 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, was recorded as a discount on the convertible note payable and had been 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, which had been amortized over the term of the convertible note payable. On July 25, 2022, the Company and the investor entered into a Conversion Agreement (“Conversion Agreement”) pursuant to which the investor converted all of its Convertible Notes in the principal amount of $3,718,943 and unpaid interest of $9,751 into 573,645 shares of common stock of the Company at a per share price of $6.5 (see Note 14 - Common Shares Issued for Debt Conversion). The Company recorded a conversion inducement charge of $344,264 as a result of the Conversion Agreement, representing the value of common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2022 Convertible Note. For the year ended December 31, 2022, amortization of debt discount and interest expense related to the 2022 Convertible Note amounted to $3,281,078 and $9,751, which have been included in interest expense – amortization of debt discount and debt issuance cost and interest expense – other, respectively, on the accompanying consolidated statements of operations and comprehensive loss. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY As stated in Note 9, 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 $2,181,820 on July 25, 2022, which was computed using the following assumptions: volatility of 95.53%, risk-free rate of 2.81%, annual dividend yield of 0% and expected life of 9.7 – 9.8 years. Increases or decreases in fair value of the derivative liability is included as a component of total other (expenses) income in the accompanying consolidated statements of operations and comprehensive loss. The change to the derivative liability for the embedded conversion option resulted in a decrease of $600,749 in the derivative liability and the corresponding increase in other income as a gain for the year ended December 31, 2022. There was no |
Note Payable, Net
Note Payable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Note Payable [Abstract] | |
NOTE PAYABLE, NET | NOTE 11 – NOTE PAYABLE, NET On September 1, 2022, the Company issued a balloon promissory note to a third party company in the principal amount of $4,800,000 which carries interest of 11.0% per annum (the “2022 Note Payable”). Interest is due in monthly payments of $44,000 beginning November 1, 2022 and payable monthly thereafter until September 1, 2025 when the principal outstanding and all remaining interest is due. The 2022 Note Payable can be extended for an additional 36 months provided that the Company has not defaulted. The Company may not prepay the 2022 Note Payable for a period of 12 months. The 2022 Note Payable is secured by a first mortgage on the Company’s 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. As of December 31, 2022, the carrying balance of the 2022 Note Payable was $4,563,152 and the remaining unamortized debt issuance costs balance was $236,848. For the year ended December 31, 2022, amortization of debt issuance costs and interest expense related to the 2022 Note Payable amounted to $29,606 and $176,000, which have been included in interest expense – amortization of debt discount and debt issuance cost and interest expense – other, respectively, on the accompanying consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – 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, D.P. Capital Investments LLC, 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 years ended December 31, 2022 and 2021, the related party rental revenue amounted to $50,400 and $33,600, respectively, and has been included in real property rental on the accompanying consolidated statements of operations and comprehensive loss. The related party rent receivable totaled $74,100 and $33,600, respectively, and no allowance for doubtful accounts was deemed to be required on rent receivable – related party at December 31, 2022 and 2021. Medical Related Consulting Services Revenue from Related Party During the years ended December 31, 2022 and 2021, medical related consulting services revenue from related party was as follows: Years Ended December 31, 2022 2021 Medical related consulting services provided to: Hebei Daopei * $ - $ 187,412 $ - $ 187,412 * Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. Services Provided by Related Party From time to time, Wilbert Tauzin, a director of the Company, and his son provide consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $144,064 and $216,169 for the years ended December 31, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. Accrued Liabilities and Other Payables – Related Parties In 2017, the Company acquired Beijing Genexosome for a cash payment of $450,000. As of December 31, 2022 and 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 consolidated balance sheets. As of December 31, 2022 and 2021, $0 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 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 December 31, 2022 and 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 years ended December 31, 2022 and 2021, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at January 1, 2021 $ 3,200,000 Draw down from Line of Credit 2,550,262 Settlement of Line of Credit in shares (3,000,000 ) Outstanding principal under the Line of Credit at December 31, 2021 2,750,262 Draw down from Line of Credit 100,000 Repayment of Line of Credit (410,000 ) Settlement of Line of Credit in shares (2,440,262 ) Outstanding principal under the Line of Credit at December 31, 2022 $ - For the years ended December 31, 2022 and 2021, the interest expense related to above borrowings amounted to $79,898 and $200,477, respectively, and has been reflected as interest expense – related party on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021, the related accrued and unpaid interest for above borrowings was $0 and $368,433, respectively, and has been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Common Shares Sold to Related Party for Cash On August 5, 2022, the Company sold 44,872 shares of its common stock at a purchase price of $7.8 per share, the fair market value on transaction date, to Wenzhao Lu pursuant to a subscription agreement. The Company received proceeds of $350,000 (See Note 14 – Common Shares Sold for Cash). Series A Convertible Preferred Stock Sold to Related Party for Cash On December 14, 2022, the Company entered into a Securities Purchase Agreement with Wenzhao Lu, the Company’s Chairman of the Board, pursuant to which the Company sold to Mr. Lu 4,000 shares of its Series A Preferred Stock, stated value $1,000, for the gross proceeds of $4,000,000 (See Note 14 – Series A Convertible Preferred Stock Sold for Cash). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. Under the Income Tax Laws of PRC, Chinese companies are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company has a cumulative deficit from its foreign subsidiary of $2,356,797 as of December 31, 2022, which is included in the consolidated accumulated deficit. The Company’s loss before income taxes includes the following components: Years Ended December 31, 2022 2021 United States loss before income taxes $ (11,567,154 ) $ (8,504,426 ) China loss before income taxes (363,693 ) (586,073 ) Total loss before income taxes $ (11,930,847 ) $ (9,090,499 ) Components of income taxes expense (benefit) consisted of the following: Years Ended December 31, 2022 2021 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (1,729,700 ) $ (1,810,264 ) U.S. state and local (585,627 ) (612,904 ) China 209,806 (152,015 ) Total deferred income taxes (benefit) $ (2,105,521 ) $ (2,575,183 ) Change in valuation allowance 2,105,521 2,575,183 Total income taxes expense $ - $ - The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 U.S. federal rate 21.0 % 21.0 % U.S. state rate 5.6 % 6.7 % Permanent difference (3.8 )% 0.0 % Non-US rate differential 0.1 % 0.3 % True ups (5.3 )% 4.9 % U.S. valuation allowance (17.6 )% (32.9 )% Total provision for income taxes 0.0 % 0.0 % For the years ended December 31, 2022 and 2021, the Company did not incur any income taxes expense since it did not generate any taxable income in those periods. The Company’s foreign entities did not pay any income taxes during the years ended December 31, 2022 and 2021. The Company’s components of deferred taxes as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Deferred tax assets Stock-based compensation $ 3,499,969 $ 3,696,463 Disallowed business interest deduction - 103,567 R&D expenses 137,864 Accrued directors’ compensation 47,787 80,816 Accrued settlement 126,495 - Lease liability 1,687 23,156 Net operating loss carryforward 13,634,920 11,441,503 Total deferred tax assets, gross 17,448,722 15,345,505 Valuation allowance (17,329,708 ) (15,224,188 ) Total deferred tax assets, net $ 119,014 $ 121,317 Deferred tax liabilities Fixed assets and intangible assets book/tax basis difference (119,014 ) (101,534 ) Right-of-use assets - (19,783 ) Total deferred tax liabilities $ (119,014 ) $ (121,317 ) Net deferred tax assets $ - $ - As of December 31, 2022 and 2021, the Company’s both federal and state net operating loss carryforwards amounted to $46,969,776 and $38,420,422, respectively. As of December 31, 2022, the Company has $44,482,221 of U.S. federal net operating loss carryovers that have no expiration date, and $2,487,555 of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. As of December 31, 2022, the Company had net operating loss carryforwards in China of $1,726,863 that begin to expire in 2023. Additionally, as of December 31, 2022, $61,847 of the future utilization of the net operating loss carryforward to offset future taxable income is subject to special tax rules which may limit their usage under IRS Section 382 (Change of Ownership) and possibly the Separate Return Limitation Year (“SRLY”) rules. A full valuation allowance has been provided against the Company’s deferred tax assets at December 31, 2022 as the Company believes it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. The Company has been notified and assessed an IRS Section 6038 penalty of $10,000 for failure to file a foreign entity tax disclosure. The Company has appealed the penalty and awaits the Internal Revenue Service’s review of the appeal. There is no assurance such appeal will be successful. The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from 2019 to 2022, and open for audit by the Chinese Ministry of Finance from 2018 to 2022. There were no material uncertain tax positions as of December 31, 2022 and 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense, if any. The Company does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 14 – EQUITY Series A Convertible Preferred Stock As described in Note 20 - Amended and Restated Membership Interest Purchase Agreement, in conjunction with the transaction, on November 3, 2022 the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the “Series A Certificate of Designation”), which became effective immediately with the Secretary of State of the State of Delaware. Pursuant to the Series A Certificate of Designation, the Company designated up to 15,000 shares of the Company’s previously undesignated preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000 (the “Series A Stated Value”). The shares of Series A Preferred Stock have identical terms and include the terms as set forth below. Dividends. Liquidation. Conversion. Conversion Price Adjustment: Stock Dividends and Stock Splits. Fundamental Transaction. Voting Rights. Series A Convertible Preferred Stock (continued) Fractional Shares. Series B Convertible Preferred Stock As described in Note 20 - Amended and Restated Membership Interest Purchase Agreement, in conjunction with the transaction, on February 9, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Series B Certificate of Designation”), which became effective immediately with the Secretary of State of the State of Delaware. The Company designated up to 15,000 shares of the Company’s previously undesignated preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000 (the “Series B Stated Value”). The shares of Series B Preferred Stock have identical terms and include the terms as set forth below. Dividends. Rank. Liquidation. Conversion. Conversion Price Adjustment: Stock Dividends and Stock Splits. Fundamental Transaction. Voting Rights Fractional Shares. Series A Convertible Preferred Stock Sold for Cash During the year ended December 31, 2022, the Company sold an aggregate of 9,000 shares of Series A Preferred stock and received proceeds of $9,000,000. Each share of Series A Preferred Stock shall be convertible, at any time and from time to time from and after the later of (i) the date of the stockholder approval, in accordance with the Nasdaq Stock Market Listing Rules, and (ii) the nine (9) month anniversary of the Closing (the “Initial Conversion Date”), at the option of the Series A Holder, into that number of shares of common stock (subject to the limitations set forth in Series A Certificate of Designations, determined by dividing the Stated Value of such share of Series A Preferred Stock by the Conversion Price). The Series A Holders may convert such shares into shares of the Company’s common stock at a conversion price per share equal to the greater of (i) ten dollars ($10.0) and (ii) ninety percent (90%) of the closing price of the Company’s common stock on Nasdaq on the day prior to receipt of a conversion notice (collectively, the “Conversion Price”), subject to adjustment for stock splits and similar matters. The Company evaluated the features of the Series A Convertible Preferred Stock under ASC 480, and classified them as permanent equity because the Series A Convertible Preferred Stock is not mandatorily or contingently redeemable at the stockholder’s option and the liquidation preference that exists does not fall within the guidance of SEC Accounting Series Release No. 268 – Presentation in Financial Statements of “Redeemable Preferred Stocks” Common Shares Sold for Cash On December 13, 2019, the Company entered into an Open Market Sale Agreement SM During the year ended December 31, 2021, Jefferies sold an aggregate of 220,684 shares of common stock at an average price of $13.0 per share to investors and the Company recorded net proceeds of $2,553,409, net of commission and other offering costs of $306,895. On August 5, 2022, the Company sold 44,872 shares of its common stock at a purchase price of $7.8 per share, the fair market value on transaction date, to Wenzhao Lu pursuant to a subscription agreement. The Company received proceeds of $350,000 (see Note 12 - Common Shares Sold to Related Party for Cash). On August 5, 2022, the Company sold 32,051 shares of its common stock at a purchase price of $7.8 per share to an investor pursuant to a subscription agreement. The Company received proceeds of $250,000. Common Shares Issued for Services During the year ended December 31, 2022, the Company issued a total of 40,896 shares of its common stock for services 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 $310,950 for the year ended December 31, 2022 and reduced accrued liabilities of $30,000. During the year ended December 31, 2021, the Company issued a total of 140,568 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,507,488, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based compensation expense of $1,075,756 for the year ended December 31, 2021 and reduced accrued liabilities of $276,032 and recorded prepaid expense of $155,700 as of December 31, 2021 which will be amortized over the rest of corresponding service periods. Common Shares Issued for Settlement of Accrued Professional Fees In June 2021, the Company issued 16,736 shares of its common stock to settle accrued and unpaid professional fees of $202,500. The 16,736 shares issued had a fair value of $202,500. Common Shares Issued for Debt Conversion On July 25, 2022, the Company and 2022 Convertible Note holder entered into a Conversion Agreement pursuant to which the investor converted its Convertible Notes in the principal amount of $3,718,943 and unpaid interest of $9,751 into 573,645 shares of common stock of the Company at a per share price of $6.5 (see Note 9). The Company recorded a conversion inducement charge of $344,264 as a result of the Conversion Agreement, representing the value of common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2022 Convertible Note. 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 444,399 shares of common stock of the Company (see Note 12 - Borrowings from Related Party – Line of Credit On December 21, 2021, the Company and Mr. Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which The Company settled $3.0 million debt owed under the Line of Credit by issuance of the Company’s 240,000 shares of common stock (see Note 12 – Borrowings from Related Party – Line of Credit Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2022: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at December 31, 2022 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at December 31, 2022 Weighted Average Exercise Price $ 4.25 – 8.20 286,000 3.69 $ 5.48 266,000 $ 5.57 10.20 – 20.00 479,500 2.57 16.39 479,500 16.39 23.00 – 28.00 32,000 0.74 27.00 32,000 27.00 47.60 3,000 0.08 47.60 3,000 47.60 $ 4.25 – 47.60 800,500 2.89 $ 13.03 780,500 $ 13.26 Stock option activities for the years ended December 31, 2022 and 2021 were as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2021 714,000 $ 14.75 Granted 86,000 10.81 Expired (27,500 ) (10.06 ) Outstanding at December 31, 2021 772,500 14.48 Granted 86,000 6.59 Expired (58,000 ) (22.79 ) Outstanding at December 31, 2022 800,500 $ 13.03 Options exercisable at December 31, 2022 780,500 $ 13.26 Options expected to vest 20,000 $ 4.29 The aggregate intrinsic value of stock options outstanding and stock options exercisable at December 31, 2022 was $59,000 and $40,634, respectively. The fair values of options granted during the year ended December 31, 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% - 4.48%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2022 was $421,428. The fair values of options granted during the year ended December 31, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 119.21% - 128.42%, risk-free rate of 0.33% - 1.20%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2021 was $726,952. For the years ended December 31, 2022 and 2021, stock-based compensation expense associated with stock options granted amounted to $358,113 and $769,334, of which, $234,856 and $544,785 was recorded as compensation and related benefits, $84,064 and $157,207 was recorded as professional fees, and $39,193 and $67,342 was recorded as research and development expenses, respectively. A summary of the status of the Company’s nonvested stock options granted as of December 31, 2022 and changes during the years ended December 31, 2022 and 2021 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2021 21,833 $ 11.76 Granted 86,000 10.81 Forfeited (1,500 ) (11.10 ) Vested (85,750 ) (11.14 ) Nonvested at December 31, 2021 20,583 10.39 Granted 86,000 6.59 Vested (86,583 ) (8.03 ) Nonvested at December 31, 2022 20,000 $ 4.29 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 123,964 shares of common stock. The 2022 Warrant is exercisable for five years at an exercise price of $12.5. 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 123,964 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $498,509 and had been amortized over the term of the 2022 Convertible Note. There were no stock warrants issued, terminated/forfeited and exercised during the year ended December 31, 2021. Stock warrants activities during the year ended December 31, 2022 were as follows: Number of Warrants Exercise Price Outstanding at January 1, 2022 - $ - Issued 123,964 12.5 Expired/exercised - - Outstanding and exercisable at December 31, 2022 123,964 $ 12.5 The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Number Exercise Price $ 12.5 123,964 4.31 123,964 $ 12.5 The aggregate intrinsic value of both stock warrants outstanding and stock warrants exercisable at December 31, 2022 was $0. |
Statutory Reserve and Restricte
Statutory Reserve and Restricted Net Assets | 12 Months Ended |
Dec. 31, 2022 | |
Statutory Reserve and Restricted Net Assets [Abstract] | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | NOTE 15 - 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 years ended December 31, 2022 and 2021 as it incurred net loss in the periods. As of December 31, 2022 and 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 December 31, 2022 and 2021, total restricted net assets amounted to $1,006,578 and $706,578, respectively. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 16 – NONCONTROLLING INTEREST As of December 31, 2022, Dr. Yu Zhou, former director and former co-chief executive officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. During the years ended December 31, 2022 and 2021, the Company did not allocate any net loss and foreign currency translation adjustment to the noncontrolling interest holder due to its inability to satisfy these deficits. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | NOTE 17 – 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 | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 18 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2022 and 2021. Years Ended December 31, Customer 2022 2021 A (Hebei Daopei, a related party) * 13 % B 31 % 28 % C 19 % 16 % D 13 % 11 % * Less than 10% Two customers, of which, one is a related party and the other is a third party, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding rent receivable and rent receivable – related party at December 31, 2022, accounted for 81.4% of the Company’s total outstanding rent receivable and rent receivable – related party at December 31, 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 years ended December 31, 2022 and 2021. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 19 – SEGMENT INFORMATION For the year ended December 31, 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. Due to the winding down of the medical related consulting services segment in 2022, the Company decided to cease all operations of this segment and no longer has any material revenues or expenses in this segment. As a result, commencing from the first quarter of 2023, the Company’s chief operating decision maker no longer reviews medical related consulting services operating results. Information with respect to these reportable business segments for the years ended December 31, 2022 and 2021 was as follows: Years Ended December 31, 2022 2021 Revenues Real property operations $ 1,202,169 $ 1,203,560 Medical related consulting services - 187,412 Total 1,202,169 1,390,972 Costs and expenses Real property operations 929,441 829,287 Medical related consulting services - 147,167 Total 929,441 976,454 Gross profit Real property operations 272,728 374,273 Medical related consulting services - 40,245 Total 272,728 414,518 Other operating expenses Real property operations 352,032 381,266 Medical related consulting services 404,121 469,942 Corporate/Other 8,309,470 8,397,140 Total 9,065,623 9,248,348 Other (expense) income Interest expense Corporate/Other (3,576,333 ) (200,477 ) Total (3,576,333 ) (200,477 ) Other income (expense) Real property operations 15 115 Medical related consulting services 178,546 (61,494 ) Corporate/Other 259,820 5,187 Total 438,381 (56,192 ) Total other expense, net (3,137,952 ) (256,669 ) Net loss Real property operations 79,289 6,878 Medical related consulting services 225,575 491,191 Corporate/Other 11,625,983 8,592,430 Total $ 11,930,847 $ 9,090,499 Identifiable long-lived tangible assets at December 31, 2022 and 2021 December 31, December 31, Real property operations $ 7,367,360 $ 7,537,281 Medical related consulting services 408 742 Corporate/Other 130,613 352,294 Total $ 7,498,381 $ 7,890,317 Identifiable long-lived tangible assets at December 31, 2022 and 2021 December 31, December 31, United States $ 7,393,307 $ 7,583,880 China 105,074 306,437 Total $ 7,498,381 $ 7,890,317 |
Commitments and Contincengies
Commitments and Contincengies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 20 – COMMITMENTS AND CONTINCENGIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 50,000 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. In August 2022, the Company paid $450,000 to Research Institute. As of December 31, 2022, the accrued litigation settlement amounted to $900,000. The Company’s management determine the likelihood of payment for pre-tax profit is remote. Operating Leases Commitment The Company is a party to leases for office space. These lease agreements will expire through February 2025. Rent expense under all operating leases amounted to approximately $141,000 and $143,000 for the years ended December 31, 2022 and 2021, respectively. Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 150,577 $ 130,071 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ - $ 133,879 The following table summarizes the lease term and discount rate for the Company’s operating lease as of December 31, 2022: Operating Lease Weighted average remaining lease term (in years) 0.16 Weighted average discount rate 4.88 % The following table summarizes the maturity of lease liabilities under operating lease as of December 31, 2022: For the Year Ending December 31: Operating Lease 2023 $ 11,448 2024 and thereafter - Total lease payments 11,448 Amount of lease payments representing interest (11 ) Total present value of operating lease liabilities $ 11,437 Current portion $ 11437 Long-term portion - Total $ 11,437 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 $1.1 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 $1.4 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2022, Avalon Shanghai has contributed RMB 5,110,000 (approximately $0.7 million) that was included in equity method investment on the accompanying consolidated balance sheets. The Company intends to use its present working capital together with borrowings from related party and equity raises to fund the project cost. Joint Venture – 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. 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 December 31, 2022 and 2021, the Company paid the $900,000 to Arbele Biotherapeutics as research and development fee. Line of Credit Agreement On August 29, 2019, the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) providing the Company with a $20 million line of credit (the “Line of Credit”) from Wenzhao Lu (the “Lender”), a significant shareholder and director of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. As of December 31, 2022, $0 was outstanding under the Line of Credit. Amended and Restated Membership Interest Purchase Agreement On November 7, 2022, Avalon Laboratory Services, Inc. (the “Buyer”), a wholly-owned subsidiary of Avalon GloboCare Corp. (the “Company”), entered into a Membership Interest Purchase Agreement (the “MIPA”), by and among SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, and Bryan Cox and Sarah Cox as individuals (each an “Owner” and collectively, the “Owners”), and Laboratory Services MSO, LLC (“Laboratory Services MSO”), pursuant to which, subject to the terms and conditions set forth in the MIPA, the Buyer will acquire from the Seller, sixty percent (60%) of all the issued and outstanding equity interests of the Laboratory Services MSO (the “Purchased Interests”), free and clear of all liens (the “Transaction”). The consideration to be paid for the Purchased Interests consists of up to thirty-one million dollars ($31,000,000), of which (i) five million dollars ($5,000,000) was paid as a refundable prepayment at signing, (ii) ten million dollars ($10,000,000) will be paid in cash at the closing, (iii) fifteen million dollars ($15,000,000) will be paid pursuant to the issuance of 15,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), stated value $1,000 (the “Series B Stated Value”), which Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $5.75 or an aggregate of 2,608,696 shares of the Company’s common stock, which are subject to the Lock Up Period and the restrictions on sale, and (iv) one million dollars ($1,000,000) will be paid on the first anniversary of the closing date (the “Anniversary Payment”). The Seller is also eligible to receive certain earnout payments upon achievement of certain operating results, which may be comprised of up to ten million dollars ($10,000,000) of which (x) five million dollars ($5,000,000) will be paid in cash and (y) five million dollars ($5,000,000) will be paid pursuant to the issuance of the number of shares of Company common stock valued at five million dollars ($5,000,000), calculated using the closing price of the Company’s common stock on December 31, 2023 (collectively, the “Earnout Payments”). On February 9, 2023 (the “Closing Date”), Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals (each an “Owner” and collectively, the “Owners”), and Laboratory Services MSO, LLC (“Laboratory Services MSO”). The Amended MIPA amends and restates, in its entirety, that certain Membership Interest Purchase Agreement, dated November 7, 2023 (the “Original MIPA”). Pursuant to the terms and conditions set forth in the Amended MIPA, Buyer acquired from the Seller, forty percent (40%) of all the issued and outstanding equity interests of Laboratory Services MSO (the “Purchased Interests”), free and clear of all liens (the “Transaction”). The consideration paid by Buyer to Seller for the Purchased Interests consisted of $21,000,000, which comprised of (i) $9,000,000 in cash, (ii) $11,000,000 pursuant to the issuance of 11,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), stated value $1,000 (the “Series B Stated Value”), and (iii) a $1,000,000 cash payment on February 9, 2024 (the “Anniversary Payment”). The Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $3.78 or an aggregate of 2,910,053 shares of the Company’s common stock and are subject to the Lock Up Period and the restrictions on sale . The Amended MIPA contains customary representations and warranties and covenants. The Anniversary Payment and the Earnout Payments will be available to compensate the Buyer for certain losses it may incur pursuant the indemnification provisions set forth in the Amended MIPA. In addition, at any time during the period beginning on the Closing Date and ending on the date nine (9) months after the Closing Date, the Buyer, or its designated affiliates under the Amended MIPA, may purchase from the Seller twenty percent (20%) of the total issued and outstanding equity interests of Laboratory Services MSO for the purchase price of (i) $6,000,000 in cash and (ii) the issuance of an additional 4,000 shares of Series B Preferred Stock valued at $4,000,000, in accordance with the terms and conditions set forth in the Amended MIPA. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – 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. Reverse Stock Split The Company effected a one-for-ten reverse stock split of its outstanding shares of common stock on January 5, 2023. The reverse split did not change the number of authorized shares of common stock or par value. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. Second Amended and Restated Limited Liability Company Agreement In connection with the Closing of the Transaction, Laboratory Services MSO entered into a Second Amended and Restated Limited Liability Company Agreement, dated February 9, 2023 (the “Amended Operating Agreement”), by and among the Seller, the Zoe Family Trust, the Owners, and the members named therein. The terms of the Amended Operating Agreement, include, but are not limited to: (i) establishing Laboratory Services MSO as a multi-member entity as of the Closing Date of the Transaction; (ii) reaffirming the Buyer’s right to purchase an additional twenty percent (20%) of the issued and outstanding units of Laboratory Services MSO, as described above; (iii) allocating the profits and losses of Laboratory Services MSO among the parties to the agreement; and (iv) providing for the management rights of the members. Common Shares Issued for Services In March 2023, the Company issued a total of 202,731 shares of its common stock for services rendered and to be rendered. These shares were valued at $463,375, the fair market values on the grant dates using the reported closing share prices on the dates of grant. Line of Credit As disclosed elsewhere, 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 “Daniel” Lu (the “Lender”), a significant shareholder and director of the Company. Under the Line of Credit, the Company received a loan from the Lender of $750,000 in March 2023. Loans drawn under the Line of Credit bear interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the years ended December 31, 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 consolidated financial statements, primarily du e to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. Derivative liability. Significant 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 (600,749 ) Reclassification of derivative liability to equity (2,181,820 ) Balance of derivative liability as of December 31, 2022 $ - ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents At December 31, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: December 31, 2022 December 31, 2021 United States $ 1,806,083 90.7 % $ 767,605 95.1 % China 184,827 9.3 % 39,933 4.9 % Total cash $ 1,990,910 100.0 % $ 807,538 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2022 and 2021. Advances for Equity Interest Purchase In the fourth quarter of 2022, the Company sold 9,000 shares of its Series A Preferred Stock, stated value $1,000, for the gross proceeds of $9,000,000 (the “Private Placement”), which funds were recorded as advances for equity interest purchase at December 31, 2022 and were used to pay the cash purchase price for the purchased interests of Laboratory Services MSO, LLC in February 2023. As of December 31, 2022 and 2021, advances for equity interest purchase amounted to $8,999,722 and $0 |
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 $72,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2022, cash balances held in the PRC are RMB 1,274,920 (approximately $185,000), of which, RMB 722,573 (approximately $105,000) 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 December 31, 2022, the Company’s cash and restricted cash balances in United States bank accounts had approximately $4,952,000 in excess of the federally-insured limits. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
Rent Receivable and Allowance for Doubtful Accounts | Rent Receivable and Allowance for Doubtful Accounts Rent receivable is presented net of an allowance for doubtful accounts. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no material allowance for doubtful accounts is deemed to be required on its rent receivable at December 31, 2022 and 2021. |
Deferred Financing Costs | Deferred financing costs Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2022 and 2021, deferred financing costs amounted to $174,107 and $213,279, of which $34,821 and $138,631were included in other current assets and $139,286 and $74,648 were included in other non-current assets, respectively. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are those costs that have been incurred in connection with the issuance of balloon promissory note payable in 2022 and are offset against note payable in the consolidated balance sheets. Such costs are being amortized to interest expense over the term of the underlying debt using the straight-line method, as the difference between that and the effective interest method are immaterial. As of December 31, 2022, debt issuance costs amounted to $236,848. |
Deferred leasing costs | Deferred leasing costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Investment In Real Estate and Depreciation | Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the years ended December 31, 2022 and 2021. |
Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. | Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. |
Deferred Rental Income | Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2022 and 2021, deferred rental income totaled $27,685 and $8,638, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets |
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 defi nition of a “distinct” goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company’s revenues are derived from providing medial related consulting services for its’ related parties. Revenues related to its service offerings are recognized at a point in time when service is rendered. Any payments received in advance of the performance of services are recorded as deferred revenue until such time as the services are performed. The Company has determined that the ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are included in rent receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. |
Office Lease | Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease. The Company begins recording rent expense on the lease possession date. |
Real Property Operating Expenses | Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. |
Medical Related Consulting Services Costs | Medical Related Consulting Services Costs Costs of medical related consulting services include the cost of labor and related benefits, travel expenses related to consulting services, and other overhead costs. |
Research and Development | Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $731,328 and $1,025,009 in the years ended December 31, 2022 and 2021, respectively |
Advertising and Marketing Costs | Advertising and Marketing Costs All costs related to advertising and marketing are expensed as incurred. For the years ended December 31, 2022 and 2021, advertising and marketing costs amounted to $1,325,313 and $328,565, respectively |
Stock-based Compensation | Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. |
Income Taxes | Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2022 and 2021, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. For United States entities, tax year that remains subject to examination is the years ended December 31, 2022, 2021, 2020 and 2019. For China entities, income tax returns for the tax years ended December 31, 2018 through December 31, 2022 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of December 31, 2022 and 2021. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, Genexosome, Avactis, and Exosome, is the U.S. dollar and the functional currency of Avalon Shanghai is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2022 and 2021 were translated at 6.8979 RMB and 6.3559 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2022 and 2021 were 6.7309 RMB and 6.4515 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the years ended December 31, 2022 and 2021 consisted of net loss and unrealized (loss) gain from foreign currency translation adjustment. |
Per Share Data | Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended December 31, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the conversion of Series A convertible preferred stock (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. Per Share Data (continued) The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2022 2021 Options to purchase common stock 858,500 800,000 Warrants to purchase common stock 123,964 - Convertible note (*) 572,145 - Series A convertible preferred stock (**) 900,000 - Potentially dilutive securities 2,454,609 800,000 (*) Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.5 per share. (**) Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.0 per share. |
Non-controlling Interest | Non-controlling Interest As of December 31, 2022, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the years ended December 31, 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. These reportable segments offer different services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Due to the winding down of the medical related consulting services segment in 2022, the Company decided to cease all operations of this segment and no longer has any material revenues or expenses in this segment. As a result, commencing from the first quarter of 2023, the Company’s chief operating decision maker no longer reviews medical related consulting services operating results. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Fiscal Year End | Fiscal Year End The Company has adopted a fiscal year end of December 31st. |
Reverse Stock Split | Reverse Stock Split The Company effected a one-for-ten reverse stock split of its outstanding shares of common stock on January 5, 2023. The reverse split did not change the number of authorized shares of common stock or par value. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. |
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) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Going Concern Condition [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 ALBT 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 ALBT Dormant, is in process of being dissolved Avalon RT 9 Properties LLC (“Avalon RT 9”) New Jersey February 7, 2017 100% held by ALBT 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 Ceased operations and is not considered an operating entity Genexosome Technologies Inc. (“Genexosome”) Nevada July 31, 2017 60% held by ALBT Dormant Avactis Biosciences Inc. (“Avactis”) Nevada July 18, 2018 60% held by ALBT 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 Avactis Nanjing Biosciences Ltd. (“Avactis Nanjing”) PRC May 8, 2020 100% held by Avactis Owns a patent and is not considered an operating entity International Exosome Association LLC (“Exosome”) Delaware June 13, 2019 100% held by ALBT Promotes standardization related to exosome industry Avalon Laboratory Services, Inc. Delaware October 14, 2022 100% held by ALBT Purchases a membership interest |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of derivative liability measured at fair value | Significant 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 (600,749 ) Reclassification of derivative liability to equity (2,181,820 ) Balance of derivative liability as of December 31, 2022 $ - |
Schedule of cash balances by geographic area | Country: December 31, 2022 December 31, 2021 United States $ 1,806,083 90.7 % $ 767,605 95.1 % China 184,827 9.3 % 39,933 4.9 % Total cash $ 1,990,910 100.0 % $ 807,538 100.0 % |
Schedule of effect of including these potential shares was antidilutive | Years Ended December 31, 2022 2021 Options to purchase common stock 858,500 800,000 Warrants to purchase common stock 123,964 - Convertible note (*) 572,145 - Series A convertible preferred stock (**) 900,000 - Potentially dilutive securities 2,454,609 800,000 (*) Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.5 per share. (**) Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.0 per share. |
Other Current and Non-Current_2
Other Current and Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current and Non-Current Assets Table [Abstract] | |
Schedule of other current and non-current assets | December 31, December 31, Prepaid directors and officers liability insurance premium $ 29,301 $ 49,656 Prepaid professional fees 93,817 186,609 Deferred financing costs, net 174,107 213,279 Recoverable VAT 3,531 23,655 Deferred leasing costs 113,916 141,214 Security deposit 19,084 20,271 Equipment held for sale 20,489 - Long-term straight-line rent receivable 144,094 163,211 Others 34,034 18,313 Total $ 632,373 $ 816,208 Current portion $ 247,990 $ 448,286 Non-current portion 384,383 367,922 Total $ 632,373 $ 816,208 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful life December 31, December 31, Laboratory equipment 5 Years $ 374,183 $ 579,508 Office equipment and furniture 3 – 10 Years 35,145 34,092 409,328 613,600 Less: accumulated depreciation (271,034 ) (252,053 ) $ 138,294 $ 361,547 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Schedule of investment in real estate | Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 529,372 529,372 8,237,943 8,237,943 Less: accumulated depreciation (877,856 ) (709,173 ) $ 7,360,087 $ 7,528,770 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Equity investment carrying amount at January 1, 2021 $ 521,758 Payment made for equity method investment 40,301 Epicon’s net loss attributable to the Company (60,463 ) Foreign currency fluctuation 14,036 Equity investment carrying amount at December 31, 2021 515,632 Payment made for equity method investment 51,999 Epicon’s net loss attributable to the Company (41,863 ) Foreign currency fluctuation (40,760 ) Equity investment carrying amount at December 31, 2022 $ 485,008 |
Schedule of financial information, balance sheet | December 31, December 31, Current assets $ 1,051 $ 5,479 Noncurrent assets 143,984 216,864 Current liabilities 43,723 56,626 Equity 101,312 165,717 |
Schedule of financial information | For the Years Ended 2022 2021 Net revenue $ - $ - Gross profit - - Loss from operation 104,688 151,158 Net loss 104,657 151,158 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 43,500 Tenants’ security deposit 73,733 73,733 Accrued business expense reimbursement 52,437 68,172 Accrued utilities 15,631 14,372 Deferred rental income 27,685 8,638 Accrued real property cleaning service fee 23,564 6,600 Accrued equity offering costs - 40,000 Taxes payable 7,337 14,459 Others 39,347 5,846 Total $ 283,234 $ 275,320 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party | Years Ended December 31, 2022 2021 Medical related consulting services provided to: Hebei Daopei * $ - $ 187,412 $ - $ 187,412 * Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Schedule of line of credit | Outstanding principal under the Line of Credit at January 1, 2021 $ 3,200,000 Draw down from Line of Credit 2,550,262 Settlement of Line of Credit in shares (3,000,000 ) Outstanding principal under the Line of Credit at December 31, 2021 2,750,262 Draw down from Line of Credit 100,000 Repayment of Line of Credit (410,000 ) Settlement of Line of Credit in shares (2,440,262 ) Outstanding principal under the Line of Credit at December 31, 2022 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule loss before income taxes | Years Ended December 31, 2022 2021 United States loss before income taxes $ (11,567,154 ) $ (8,504,426 ) China loss before income taxes (363,693 ) (586,073 ) Total loss before income taxes $ (11,930,847 ) $ (9,090,499 ) |
Schedule of income taxes expense | Years Ended December 31, 2022 2021 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (1,729,700 ) $ (1,810,264 ) U.S. state and local (585,627 ) (612,904 ) China 209,806 (152,015 ) Total deferred income taxes (benefit) $ (2,105,521 ) $ (2,575,183 ) Change in valuation allowance 2,105,521 2,575,183 Total income taxes expense $ - $ - |
Schedule of differences between the U.S. statutory rate and the Company’s effective tax rate | Years Ended December 31, 2022 2021 U.S. federal rate 21.0 % 21.0 % U.S. state rate 5.6 % 6.7 % Permanent difference (3.8 )% 0.0 % Non-US rate differential 0.1 % 0.3 % True ups (5.3 )% 4.9 % U.S. valuation allowance (17.6 )% (32.9 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of deferred income tax assets | December 31, 2022 December 31, 2021 Deferred tax assets Stock-based compensation $ 3,499,969 $ 3,696,463 Disallowed business interest deduction - 103,567 R&D expenses 137,864 Accrued directors’ compensation 47,787 80,816 Accrued settlement 126,495 - Lease liability 1,687 23,156 Net operating loss carryforward 13,634,920 11,441,503 Total deferred tax assets, gross 17,448,722 15,345,505 Valuation allowance (17,329,708 ) (15,224,188 ) Total deferred tax assets, net $ 119,014 $ 121,317 Deferred tax liabilities Fixed assets and intangible assets book/tax basis difference (119,014 ) (101,534 ) Right-of-use assets - (19,783 ) Total deferred tax liabilities $ (119,014 ) $ (121,317 ) Net deferred tax assets $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of common stock issuable upon exercise of options outstanding | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at December 31, 2022 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at December 31, 2022 Weighted Average Exercise Price $ 4.25 – 8.20 286,000 3.69 $ 5.48 266,000 $ 5.57 10.20 – 20.00 479,500 2.57 16.39 479,500 16.39 23.00 – 28.00 32,000 0.74 27.00 32,000 27.00 47.60 3,000 0.08 47.60 3,000 47.60 $ 4.25 – 47.60 800,500 2.89 $ 13.03 780,500 $ 13.26 |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at January 1, 2021 714,000 $ 14.75 Granted 86,000 10.81 Expired (27,500 ) (10.06 ) Outstanding at December 31, 2021 772,500 14.48 Granted 86,000 6.59 Expired (58,000 ) (22.79 ) Outstanding at December 31, 2022 800,500 $ 13.03 Options exercisable at December 31, 2022 780,500 $ 13.26 Options expected to vest 20,000 $ 4.29 |
Schedule of company’s nonvested stock options granted | Number of Options Weighted Average Exercise Price Nonvested at January 1, 2021 21,833 $ 11.76 Granted 86,000 10.81 Forfeited (1,500 ) (11.10 ) Vested (85,750 ) (11.14 ) Nonvested at December 31, 2021 20,583 10.39 Granted 86,000 6.59 Vested (86,583 ) (8.03 ) Nonvested at December 31, 2022 20,000 $ 4.29 |
Schedule of stock warrant activities | Number of Warrants Exercise Price Outstanding at January 1, 2022 - $ - Issued 123,964 12.5 Expired/exercised - - Outstanding and exercisable at December 31, 2022 123,964 $ 12.5 |
Schedule of common stock issuable upon exercise of warrants outstanding | Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Number Exercise Price $ 12.5 123,964 4.31 123,964 $ 12.5 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations [Abstract] | |
Schedule of customer | Years Ended December 31, Customer 2022 2021 A (Hebei Daopei, a related party) * 13 % B 31 % 28 % C 19 % 16 % D 13 % 11 % * Less than 10% |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information [Abstract] | |
Schedule of real property operating | Years Ended December 31, 2022 2021 Revenues Real property operations $ 1,202,169 $ 1,203,560 Medical related consulting services - 187,412 Total 1,202,169 1,390,972 Costs and expenses Real property operations 929,441 829,287 Medical related consulting services - 147,167 Total 929,441 976,454 Gross profit Real property operations 272,728 374,273 Medical related consulting services - 40,245 Total 272,728 414,518 Other operating expenses Real property operations 352,032 381,266 Medical related consulting services 404,121 469,942 Corporate/Other 8,309,470 8,397,140 Total 9,065,623 9,248,348 Other (expense) income Interest expense Corporate/Other (3,576,333 ) (200,477 ) Total (3,576,333 ) (200,477 ) Other income (expense) Real property operations 15 115 Medical related consulting services 178,546 (61,494 ) Corporate/Other 259,820 5,187 Total 438,381 (56,192 ) Total other expense, net (3,137,952 ) (256,669 ) Net loss Real property operations 79,289 6,878 Medical related consulting services 225,575 491,191 Corporate/Other 11,625,983 8,592,430 Total $ 11,930,847 $ 9,090,499 |
Schedule of real property operating | Identifiable long-lived tangible assets at December 31, 2022 and 2021 December 31, December 31, Real property operations $ 7,367,360 $ 7,537,281 Medical related consulting services 408 742 Corporate/Other 130,613 352,294 Total $ 7,498,381 $ 7,890,317 |
Schedule of identifiable long-lived tangible assets | Identifiable long-lived tangible assets at December 31, 2022 and 2021 December 31, December 31, United States $ 7,393,307 $ 7,583,880 China 105,074 306,437 Total $ 7,498,381 $ 7,890,317 |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow information | Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 150,577 $ 130,071 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ - $ 133,879 |
Schedule of lease term and discount rate | Operating Lease Weighted average remaining lease term (in years) 0.16 Weighted average discount rate 4.88 % |
Schedule of maturity of lease liabilities | For the Year Ending December 31: Operating Lease 2023 $ 11,448 2024 and thereafter - Total lease payments 11,448 Amount of lease payments representing interest (11 ) Total present value of operating lease liabilities $ 11,437 Current portion $ 11437 Long-term portion - Total $ 11,437 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Oct. 19, 2016 | Dec. 31, 2022 | Apr. 06, 2022 | May 08, 2020 | |
Organization and Nature of Operations (Details) [Line Items] | ||||
Exchange for common stock (in Shares) | 50,000,000 | |||
Percentage of capital stock | 100% | |||
Avactis [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Ownership percentage | 60% | |||
Arabele Biotherapeutics [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Ownership percentage | 40% | |||
Avactis Nanjing Biosciences Ltd. [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Ownership percentage | 100% | |||
Avalon RT 9 Properties, LLC [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Building occupancy rate | 82.70% | |||
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 | 12 Months Ended |
Dec. 31, 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 ALBT |
Principal Activities | 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 ALBT |
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 ALBT |
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 | Ceased operations and is not considered an operating entity |
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 ALBT |
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 ALBT |
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 |
Avactis Nanjing Biosciences Ltd. (“Avactis Nanjing”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | PRC May 8, 2020 |
Percentage of Ownership | 100% held by Avactis |
Principal Activities | Owns a patent and is not considered an operating entity |
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 ALBT |
Principal Activities | Promotes standardization related to exosome industry |
Avalon Laboratory Services, Inc. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Delaware October 14, 2022 |
Percentage of Ownership | 100% held by ALBT |
Principal Activities | Purchases a membership interest |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Condition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Going Concern Condition [Abstract] | ||
Working capital deficit | $ 1,206,279 | |
Negative cash flow from operating activities | $ 11,930,847 | $ (7,037,224) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 14, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 CNY (¥) shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Preferred stock stated value | $ 9,000,000 | |||
Gross proceeds | $ 4,000,000 | |||
Restricted cash | $ 8,999,722 | |||
Cash and cash equivalents, description | Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $72,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. | |||
Cash balance held in PRC | $ 185,000 | ¥ 1,274,920 | ||
Limited insurance | 105,000 | ¥ 722,573 | ||
Federally-insured limits | 250,000 | |||
Cash | 4,952,000 | |||
Deferred financing costs | 174,107 | 213,279 | ||
Other current assets | 34,821 | 138 | ||
Other noncurrent assets | 139,286 | 74,648 | ||
Debt issuance costs | 236,848 | |||
Deferred rental income | 27,685 | 8,638 | ||
Research and development | 731,328 | 1,025,009 | ||
Advertising and marketing costs | $ 1,325,313 | $ 328,565 | ||
Foreign currency translation description | Asset and liability accounts at December 31, 2022 and 2021 were translated at 6.8979 RMB and 6.3559 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2022 and 2021 were 6.7309 RMB and 6.4515 RMB to $1.00, respectively. | |||
Conversion price per share (in Dollars per share) | $ / shares | $ 6.5 | |||
Private Placement [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Gross proceeds | $ 9,000,000 | |||
Series A Preferred Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Share issued (in Shares) | shares | 9,000 | 9,000 | ||
Preferred stock stated value | $ 1,000 | |||
Conversion price per share (in Dollars per share) | $ / shares | $ 10 | |||
Co-Chief Executive Officer [Member] | Genexosome [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ownership percentage | 40% | 40% |
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] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of derivative liability measured at fair value [Line Items] | |
Balance of derivative liability as of beginning balance | |
Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable | 2,782,569 |
Gain from change in the fair value of derivative liability | (600,749) |
Reclassification of derivative liability to equity | (2,181,820) |
Balance of derivative liability as of ending balance |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 1,990,910 | $ 807,538 |
Cash percentage | 100% | 100% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 1,806,083 | $ 767,605 |
Cash percentage | 90.70% | 95.10% |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 184,827 | $ 39,933 |
Cash percentage | 9.30% | 4.90% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of effect of including these potential shares was antidilutive - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 2,454,609 | 800,000 | |
Options to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 858,500 | 800,000 | |
Warrants to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 123,964 | ||
Convertible note [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | [1] | 572,145 | |
Series A convertible preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | [2] | 900,000 | |
[1]Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.5 per share.[2]Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.0 per share. |
Other Current and Non-Current_3
Other Current and Non-Current Assets (Details) - Schedule of other current and non-current assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Current and Non Current Assets [Abstract] | ||
Prepaid directors and officers liability insurance premium | $ 29,301 | $ 49,656 |
Prepaid professional fees | 93,817 | 186,609 |
Deferred financing costs, net | 174,107 | 213,279 |
Recoverable VAT | 3,531 | 23,655 |
Deferred leasing costs | 113,916 | 141,214 |
Security deposit | 19,084 | 20,271 |
Equipment held for sale | 20,489 | |
Long-term straight-line rent receivable | 144,094 | 163,211 |
Others | 34,034 | 18,313 |
Total | 632,373 | 816,208 |
Current portion | 247,990 | 448,286 |
Non-current portion | 384,383 | 367,922 |
Total | $ 632,373 | $ 816,208 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 162,040 | $ 144,513 |
Operating expense | 2,987 | 3,276 |
Other operating expenses | 825 | 19,914 |
Research and development expense | $ 158,228 | $ 121,323 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 409,328 | $ 613,600 |
Less: accumulated depreciation | (271,034) | (252,053) |
Property, Plant and Equipment, Net | $ 138,294 | 361,547 |
Laboratory Equipments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Property, Plant and Equipment, Gross | $ 374,183 | 579,508 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 35,145 | $ 34,092 |
Office Equipment and Furniture [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Office Equipment and Furniture [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Real Estate [Abstract] | ||
Depreciation expense | $ 168,683 | $ 167,248 |
Investment in Real Estate (De_2
Investment in Real Estate (Details) - Schedule of investment in real estate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Real Estate Properties [Line Items] | ||
Investment in real estate, Gross | $ 8,237,943 | $ 8,237,943 |
Less: accumulated depreciation | (877,856) | (709,173) |
Investment in real estate, net | $ 7,360,087 | 7,528,770 |
Commercial real property building [Member] | ||
Real Estate Properties [Line Items] | ||
Useful life | 39 years | |
Investment in real estate, Gross | $ 7,708,571 | 7,708,571 |
Improvement [Member] | ||
Real Estate Properties [Line Items] | ||
Useful life | 12 years | |
Investment in real estate, Gross | $ 529,372 | $ 529,372 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investment (Details) [Line Items] | ||
Equity method investment | $ 485,008 | $ 515,632 |
Net loss | $ 41,863 | $ 60,463 |
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 - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investment [Abstract] | ||
Equity investment carrying amount, beginning balance | $ 515,632 | $ 521,758 |
Payment made for equity method investment | 51,999 | 40,301 |
Epicon’s net loss attributable to the Company | (41,863) | (60,463) |
Foreign currency fluctuation | (40,760) | 14,036 |
Equity investment carrying amount, ending balance | $ 485,008 | $ 515,632 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of financial information, balance sheet - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Financial Information Balance Sheet [Abstract] | ||
Current assets | $ 1,051 | $ 5,479 |
Noncurrent assets | 143,984 | 216,864 |
Current liabilities | 43,723 | 56,626 |
Equity | $ 101,312 | $ 165,717 |
Equity Method Investment (Det_4
Equity Method Investment (Details) - Schedule of financial information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Financial Information [Abstract] | ||
Net revenue | ||
Gross profit | ||
Loss from operation | 104,688 | 151,158 |
Net loss | $ 104,657 | $ 151,158 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Dec. 31, 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 | 52,437 | 68,172 |
Accrued utilities | 15,631 | 14,372 |
Deferred rental income | 27,685 | 8,638 |
Accrued real property cleaning service fee | 23,564 | 6,600 |
Accrued equity offering costs | 40,000 | |
Taxes payable | 7,337 | 14,459 |
Others | 39,347 | 5,846 |
Total | $ 283,234 | $ 275,320 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 12 Months Ended | ||||||||
Jul. 25, 2022 | May 25, 2022 | May 18, 2022 | Apr. 29, 2022 | Apr. 15, 2022 | Mar. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 25, 2017 | |
Convertible Note Payable (Details) [Line Items] | |||||||||
Convertible note payable | $ 3,718,943 | $ 498,509 | |||||||
Common stock shares (in Shares) | 6,333 | 6,661 | 21,986 | 88,984 | |||||
Warrant exercisable terms | 5 years | ||||||||
Exercise price (in Dollars per share) | $ 12.5 | ||||||||
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% | ||||||||
Maturity term | 10 years | ||||||||
Conversion price, percentage | 95% | ||||||||
Conversion price, per share (in Dollars per share) | $ 0.75 | ||||||||
Percentage of issued and outstanding shares of common stock | 4.99% | ||||||||
Percentage of common stock issuable | 50% | ||||||||
Purchase of common stock (in Shares) | 123,964 | ||||||||
Discount on convertible note payable | $ 2,782,569 | ||||||||
Total debt discount | 3,281,078 | ||||||||
Principal amount | $ 3,718,943 | ||||||||
Unpaid interest | $ 9,751 | ||||||||
Share price per share (in Dollars per share) | $ 6.5 | ||||||||
Conversion inducement charge | $ 344,264 | ||||||||
Amortization of debt discount | 3,281,078 | ||||||||
Interest expense | $ 9,751 | ||||||||
Common Stock [Member] | |||||||||
Convertible Note Payable (Details) [Line Items] | |||||||||
Percentage of common stock issuable | 20% | ||||||||
Share issued (in Shares) | 573,645 | 50,000 | |||||||
2022 Warrant [Member] | |||||||||
Convertible Note Payable (Details) [Line Items] | |||||||||
Common stock shares (in Shares) | 123,964 | ||||||||
2022 Convertible Note [Member] | |||||||||
Convertible Note Payable (Details) [Line Items] | |||||||||
Principal amount | $ 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% |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | ||
Jul. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liability (Details) [Line Items] | |||
Annual dividend yield percentage | 0% | 0% | |
Derivative liability (in Dollars) | $ 600,749 | ||
Minimum [Member] | |||
Derivative Liability (Details) [Line Items] | |||
Volatility percentage | 74.80% | 119.21% | |
Risk-free rate | 1.37% | 0.33% | |
Expected life | 3 years | 3 years | |
Maximum [Member] | |||
Derivative Liability (Details) [Line Items] | |||
Volatility percentage | 117.46% | 128.42% | |
Risk-free rate | 4.48% | 1.20% | |
Expected life | 5 years | 5 years | |
Convertible Debt [Member] | |||
Derivative Liability (Details) [Line Items] | |||
Convertible debt (in Dollars) | $ 2,181,820 | $ 2,782,569 | |
Volatility percentage | 95.53% | 95.97% | |
Risk-free rate | 2.81% | ||
Annual dividend yield percentage | 0% | 0% | |
Expected life | 10 years | ||
Convertible Debt [Member] | Minimum [Member] | |||
Derivative Liability (Details) [Line Items] | |||
Risk-free rate | 2.75% | ||
Expected life | 9 years 8 months 12 days | ||
Convertible Debt [Member] | Maximum [Member] | |||
Derivative Liability (Details) [Line Items] | |||
Risk-free rate | 2.89% | ||
Expected life | 9 years 9 months 18 days |
Note Payable, Net (Details)
Note Payable, Net (Details) - USD ($) | 12 Months Ended | ||
Sep. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Note Payable [Abstract] | |||
Principal amount | $ 4,800,000 | ||
Interest percentage | 11% | ||
Interest due payment | $44,000 | ||
Notes payable | $ 4,563,152 | ||
Unamortized debt issuance costs | 236,848 | ||
Amortization of debt issuance costs | 29,606 | ||
Interest expense | $ 176,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 14, 2022 | Aug. 05, 2022 | Aug. 29, 2019 | Aug. 29, 2019 | Jun. 30, 2022 | Jun. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Mar. 31, 2022 | Mar. 19, 2022 | Mar. 18, 2019 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Rental revenue | $ 50,400 | $ 33,600 | |||||||||||
Rent receivable | 74,100 | 33,600 | |||||||||||
Consulting expenses | 144,064 | 216,169 | |||||||||||
Genexosome for cash payment | $ 450,000 | ||||||||||||
Accrued liabilities and other payables | 0 | 368,433 | |||||||||||
Outstanding principal | 0 | 390,000 | |||||||||||
Line of credit | 100,000 | 2,550,262 | |||||||||||
Promissory note maturity date | Dec. 31, 2024 | ||||||||||||
Interest expenses | 79,898 | 200,477 | |||||||||||
Sale of common stock (in Shares) | 44,872 | ||||||||||||
Purchase price per share (in Dollars per share) | $ 7.8 | ||||||||||||
Stated value | $ 1,000 | ||||||||||||
Gross proceeds | $ 4,000,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Received proceeds | $ 350,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Sale of common stock (in Shares) | 4,000 | ||||||||||||
Dr. Yu Zhou [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Consideration cash | $ 100,000 | 100,000 | |||||||||||
Genexosome [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Ownership of percentage | 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 | $ 0 | $ 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 related party - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Medical related consulting services provided to: | |||
Hebei Daopei | [1] | $ 187,412 | |
Total | $ 187,412 | ||
[1]Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of line of credit - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Line Of Credit Abstract | ||
Outstanding principal under the Line of Credit at beginning | $ 2,750,262 | $ 3,200,000 |
Draw down from Line of Credit | 100,000 | 2,550,262 |
Repayment of Line of Credit | (410,000) | |
Settlement of Line of Credit in shares | (2,440,262) | (3,000,000) |
Outstanding principal under the Line of Credit at ending | $ 2,750,262 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Percentage of income tax at an effective rate | 25% | |
Cumulative deficit | $ 2,356,797 | |
Federal and state net operating loss carryforwards | $ 46,969,776 | $ 38,420,422 |
Net operating loss carry-forward expiration date | As of December 31, 2022, the Company has $44,482,221 of U.S. federal net operating loss carryovers that have no expiration date, and $2,487,555 of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. | |
Net operating loss carryforwards | $ 61,847 | |
Penalty amount | $ 10,000 | |
Income tax, description | The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from 2019 to 2022, and open for audit by the Chinese Ministry of Finance from 2018 to 2022. | |
China [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 1,726,863 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule loss before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Loss Before Income Taxes Abstract | ||
United States loss before income taxes | $ (11,567,154) | $ (8,504,426) |
China loss before income taxes | (363,693) | (586,073) |
Total loss before income taxes | $ (11,930,847) | $ (9,090,499) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income taxes expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total current income taxes expense | ||
Deferred: | ||
U.S. federal | (1,729,700) | (1,810,264) |
U.S. state and local | (585,627) | (612,904) |
China | 209,806 | (152,015) |
Total deferred income taxes (benefit) | (2,105,521) | (2,575,183) |
Change in valuation allowance | 2,105,521 | 2,575,183 |
Total income taxes expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of differences between the U.S. statutory rate and the Company’s effective tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Differences Between The USStatutory Rate And The Company SEffective Tax Rate Abstract | ||
U.S. federal rate | 21% | 21% |
U.S. state rate | 5.60% | 6.70% |
Permanent difference | (3.80%) | 0% |
Non-US rate differential | 0.10% | 0.30% |
Prior year true-up | (5.30%) | 4.90% |
U.S. valuation allowance | (17.60%) | (32.90%) |
Total provision for income taxes | 0% | 0% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred income tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Income Tax Assets Abstract | ||
Stock-based compensation | $ 3,499,969 | $ 3,696,463 |
Disallowed business interest deduction | 103,567 | |
R&D expenses | 137,864 | |
Accrued directors’ compensation | 47,787 | 80,816 |
Accrued settlement | 126,495 | |
Lease liability | 1,687 | 23,156 |
Net operating loss carryforward | 13,634,920 | 11,441,503 |
Total deferred tax assets, gross | 17,448,722 | 15,345,505 |
Valuation allowance | (17,329,708) | (15,224,188) |
Total deferred tax assets, net | 119,014 | 121,317 |
Fixed assets and intangible assets book/tax basis difference | (119,014) | (101,534) |
Right-of-use assets | (19,783) | |
Total deferred tax liabilities | (119,014) | (121,317) |
Net deferred tax assets |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 05, 2022 | Jul. 25, 2022 | Dec. 21, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Feb. 09, 2023 | Jun. 08, 2022 | Oct. 25, 2017 | |
Equity (Details) [Line Items] | ||||||||||||
Designated, shares (in Shares) | 15,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Stated value | $ 9,000,000 | |||||||||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares (in Shares) | 9 | |||||||||||
Common stock at a conversion price per share (in Dollars per share) | $ 6.5 | |||||||||||
Conversion percentage | 90% | |||||||||||
Outstanding common stock percentage | 50% | |||||||||||
Share price (in Dollars per share) | $ 6.5 | |||||||||||
Market amount percentage | 10% | |||||||||||
cash percentage | 50% | |||||||||||
Aggregate shares (in Shares) | 9,000 | |||||||||||
Aggregate shares received proceeds (in Shares) | 9,000,000 | |||||||||||
Common stock, issued (in Shares) | 44,872 | 573,645 | ||||||||||
Purchase price (in Dollars per share) | $ 7.8 | |||||||||||
Received proceeds | $ 250,000 | |||||||||||
Issued shares (in Shares) | 40,896 | 140,568 | ||||||||||
Fair market value | $ 340,950 | $ 1,507,488 | ||||||||||
Stock-based compensation expense | 310,950 | |||||||||||
Reduction in accrued liabilities | 30,000 | 276,032 | ||||||||||
Stock-based compensation expense | 358,113 | 769,334 | ||||||||||
Prepaid expense | $ 155,700 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 16,736 | |||||||||||
unpaid professional fees | $ 202,500 | |||||||||||
Issuance of shares (in Shares) | 16,736 | |||||||||||
Issuance of fair value | $ 202,500 | |||||||||||
Principal amount | $ 3,718,943 | |||||||||||
Unpaid interest | 9,751 | |||||||||||
Conversion agreement | $ 344,264 | |||||||||||
Debt settlement agreement, description | 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 444,399 shares of common stock of the Company (see Note 12 - Borrowings from Related Party – Line of Credit). The total amount of the debt settled of $2,888,593 exceeded the fair market value of the shares issued by $888,353 which was treated as a capital transaction due to Mr. Lu’s relationship with the Company. | |||||||||||
Line of credit | $ 3,000,000 | 20,000,000 | ||||||||||
Shares of common stock (in Shares) | 240,000 | |||||||||||
fair market value share (in Shares) | 240,000 | |||||||||||
fair market value | $ 3,000,000 | |||||||||||
Stock options outstanding | 59,000 | |||||||||||
Stock options exercisable | $ 40,634 | |||||||||||
Dividend yield | 0% | 0% | ||||||||||
Aggregate fair value | $ 421,428 | $ 726,952 | ||||||||||
Compensation and related benefits | 234,856 | |||||||||||
Professional fees | $ 157,207 | $ 84,064 | 2,909,652 | 4,946,696 | ||||||||
Research and development expenses | 300,000 | |||||||||||
Stock warrants exercisable | $ 0 | |||||||||||
Common Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Common stock at a conversion price per share (in Dollars per share) | $ (10) | |||||||||||
Outstanding common stock percentage | 20% | |||||||||||
Shares issued (in Shares) | 573,645 | 50,000 | ||||||||||
Received proceeds | $ 350,000 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | (36,869) | |||||||||||
Common Shares Issued for Services [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Stock-based compensation expense | $ 1,075,756 | |||||||||||
Minimum [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Volatility rate | 74.80% | 119.21% | ||||||||||
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 | 4.48% | 1.20% | ||||||||||
Expected life | 5 years | 5 years | ||||||||||
2022 Warrant [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Acquire an aggregate shares of common stock (in Shares) | 123,964 | |||||||||||
Warrant is exercisable years | 5 years | |||||||||||
Exercise price (in Dollars per share) | $ 12.5 | |||||||||||
Private Placement [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Volatility rate | 111.94% | |||||||||||
Dividend yield | 0% | |||||||||||
Expected life | 5 years | |||||||||||
Convertible notes payable | $ 498,509 | |||||||||||
Warrants issued investor to purchase shares (in Shares) | 123,964 | |||||||||||
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% | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Stated value | $ 1,000 | |||||||||||
Common stock at a conversion price per share (in Dollars per share) | $ 10 | |||||||||||
Conversion percentage | 90% | |||||||||||
Shares issued (in Shares) | 9,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Outstanding common stock percentage | 50% | |||||||||||
Common stock, issued (in Shares) | 32,051 | |||||||||||
Purchase price (in Dollars per share) | $ 7.8 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | 0.0001 | ||||||||||
Shares stated rate | 100% | |||||||||||
Conversion price per share (in Dollars per share) | $ 3.78 | |||||||||||
Convertible Preferred Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Common stock at a conversion price per share (in Dollars per share) | 10 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Line of credit | $ 750,000 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Common stock, issued (in Shares) | 202,731 | |||||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 15,000 | |||||||||||
Share price (in Dollars per share) | $ 0.0001 | |||||||||||
Shares stated value | $ 1,000 | |||||||||||
2022 Convertible Note [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Convertible notes payable | $ 3,718,943 | |||||||||||
Jefferies LLC [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Share price (in Dollars per share) | $ 7.9 | $ 13 | ||||||||||
Aggregate shares (in Shares) | 17,064 | 220,684 | ||||||||||
Net proceeds | $ 112,328 | $ 2,553,409 | ||||||||||
Net of commission and other offering costs | 23,239 | $ 306,895 | ||||||||||
Compensation and Related Benefits [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Compensation and related benefits | $ 544,785 | |||||||||||
Research and Development Expense [Member] | ||||||||||||
Equity (Details) [Line Items] | ||||||||||||
Research and development expenses | $ 67,342 | $ 39,193 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of common stock issuable upon exercise of options outstanding | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
4.25 – 8.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | $ 4.25 |
Range of Exercise Price, upper limit | $ 8.2 |
Number Outstanding at December 31, 2022 (in Shares) | shares | 286,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 8 days |
Weighted Average Exercise Price | $ 5.48 |
Number Exercisable at December 31, 2022 (in Shares) | shares | 266,000 |
Weighted Average Exercise Price | $ 5.57 |
10.20 – 20.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 10.2 |
Range of Exercise Price, upper limit | $ 20 |
Number Outstanding at December 31, 2022 (in Shares) | shares | 479,500 |
Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 25 days |
Weighted Average Exercise Price | $ 16.39 |
Number Exercisable at December 31, 2022 (in Shares) | shares | 479,500 |
Weighted Average Exercise Price | $ 16.39 |
23.00 – 28.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 23 |
Range of Exercise Price, upper limit | $ 28 |
Number Outstanding at December 31, 2022 (in Shares) | shares | 32,000 |
Weighted Average Remaining Contractual Life (Years) | 8 months 26 days |
Weighted Average Exercise Price | $ 27 |
Number Exercisable at December 31, 2022 (in Shares) | shares | 32,000 |
Weighted Average Exercise Price | $ 27 |
47.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price | $ 47.6 |
Number Outstanding at December 31, 2022 (in Shares) | shares | 3,000 |
Weighted Average Remaining Contractual Life (Years) | 29 days |
Weighted Average Exercise Price | $ 47.6 |
Number Exercisable at December 31, 2022 (in Shares) | shares | 3,000 |
Weighted Average Exercise Price | $ 47.6 |
4.25 – 47.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 4.25 |
Range of Exercise Price, upper limit | $ 47.6 |
Number Outstanding at December 31, 2022 (in Shares) | shares | 800,500 |
Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 20 days |
Weighted Average Exercise Price | $ 13.03 |
Number Exercisable at December 31, 2022 (in Shares) | shares | 780,500 |
Weighted Average Exercise Price | $ 13.26 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock option activities - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options [Member] | ||
Equity (Details) - Schedule of stock option activities [Line Items] | ||
Number of Options, beginning balance | 772,500 | 714,000 |
Number of Options, Granted | 86,000 | 86,000 |
Number of Options, Expired | (58,000) | (27,500) |
Number of Options, beginning balance | 800,500 | 772,500 |
Weighted Average Exercise Price, beginning balance | 800,500 | 772,500 |
Number of Options, Options exercisable at end | 780,500 | |
Number of Options, Options expected to vest | 20,000 | |
Weighted Average Exercise Price [Member] | ||
Equity (Details) - Schedule of stock option activities [Line Items] | ||
Number of Options, beginning balance | 14.48 | |
Weighted Average Exercise Price, beginning balance (in Dollars per share) | $ 14.75 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 6.59 | 10.81 |
Weighted Average Exercise Price, Expired (in Dollars per share) | $ (22.79) | $ (10.06) |
Number of Options, beginning balance | 13.03 | 14.48 |
Weighted Average Exercise Price, beginning balance | 13.03 | 14.48 |
Weighted Average Exercise Price, Options exercisable at end (in Dollars per share) | $ 13.26 | |
Weighted Average Exercise Price, Options expected to vest (in Dollars per share) | $ 4.29 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of company’s nonvested stock options granted - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options [Member] | ||
Equity (Details) - Schedule of company’s nonvested stock options granted [Line Items] | ||
Number of Options, Nonvested at beginning balance | 20,583 | 21,833 |
Number of Options, Granted | 86,000 | 86,000 |
Number of Options, Forfeited | (1,500) | |
Number of Options, Vested | (86,583) | (85,750) |
Number of Options, Nonvested at ending balance | 20,000 | 20,583 |
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 | $ 10.39 | $ 11.76 |
Weighted Average Exercise Price, Granted | 6.59 | 10.81 |
Weighted Average Exercise Price, Forfeited | (11.1) | |
Weighted Average Exercise Price, Vested | (8.03) | (11.14) |
Weighted Average Exercise Price, Nonvested at ending balance | $ 4.29 | $ 10.39 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of stock warrant activities | 12 Months Ended |
Dec. 31, 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 | 123,964 |
Exercise Price, Issued | $ / shares | $ 12.5 |
Number of Warrants, Expired/exercised | shares | |
Exercise Price, Expired/exercised | $ / shares | |
Number of Warrants, Outstanding and exercisable at December 31, 2022 | shares | 123,964 |
Exercise Price, Outstanding and exercisable at December 31, 2022 | $ / shares | $ 12.5 |
Equity (Details) - Schedule o_5
Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule Of Common Stock Issuable Upon Exercise Of Warrants Outstanding Abstract | |
Exercise Price | $ / shares | $ 12.5 |
Number Outstanding at December 31, 2022 | 123,964 |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 21 days |
Number Exercisable at December 31, 2022 | 123,964 |
Statutory Reserve and Restric_2
Statutory Reserve and Restricted Net Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statutory Reserve and Restricted Net Assets [Abstract] | ||
Statutory reserve percentage | 10% | |
Entity’s registered capital percentage | 50% | |
Statutory laws | $ 6,578 | $ 6,578 |
Restricted net assets | $ 1,006,578 | $ 706,578 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | Dec. 31, 2022 |
Genexosome [Member] | |
Noncontrolling Interest (Details) [Line Items] | |
Equity interests percentage | 40% |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Details) | Dec. 31, 2022 |
Condensed Financial Information of the Parent Company (Details) [Line Items] | |
Consolidated subsidiary exceed | 25% |
PRC Subsidiaries [Member] | |
Condensed Financial Information of the Parent Company (Details) [Line Items] | |
Consolidated subsidiary exceed | 25% |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 80.60% | |
Outstanding rent receivable | 81.40% | |
Customer [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10% | |
Suppliers [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10% | 10% |
Revenues [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10% | 10% |
Outstanding Accounts Receivable [Member] | Two customers [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10% | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer - Less Than 10% Revenues [Member] | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Customer A [Member] | |||
Supply Commitment [Line Items] | |||
Customer | [1] | 13% | |
Customer B [Member] | |||
Supply Commitment [Line Items] | |||
Customer | 31% | 28% | |
Customer C [Member] | |||
Supply Commitment [Line Items] | |||
Customer | 19% | 16% | |
Customer D [Member] | |||
Supply Commitment [Line Items] | |||
Customer | 13% | 11% | |
[1]Less than 10% |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Revenues | $ 1,202,169 | $ 1,390,972 |
Costs and expenses | ||
Costs and expenses | 929,441 | 976,454 |
Gross profit | ||
Gross profit | 272,728 | 414,518 |
Other operating expenses | ||
Other operating expenses | 9,065,623 | 9,248,348 |
Interest expense | ||
Interest expense | (3,576,333) | (200,477) |
Other income (expense) | 438,381 | (56,192) |
Total other expense, net | (3,137,952) | (256,669) |
Net loss | ||
Net (loss) income | 11,930,847 | 9,090,499 |
Real property operations [Member] | ||
Revenues | ||
Revenues | 1,202,169 | 1,203,560 |
Costs and expenses | ||
Costs and expenses | 929,441 | 829,287 |
Gross profit | ||
Gross profit | 272,728 | 374,273 |
Other operating expenses | ||
Other operating expenses | 352,032 | 381,266 |
Interest expense | ||
Other income (expense) | 15 | 115 |
Net loss | ||
Net (loss) income | 79,289 | 6,878 |
Medical related consulting services [Member] | ||
Revenues | ||
Revenues | 187,412 | |
Costs and expenses | ||
Costs and expenses | 147,167 | |
Gross profit | ||
Gross profit | 40,245 | |
Other operating expenses | ||
Other operating expenses | 404,121 | 469,942 |
Interest expense | ||
Other income (expense) | 178,546 | (61,494) |
Net loss | ||
Net (loss) income | 225,575 | 491,191 |
Corporate/Other [Member] | ||
Other operating expenses | ||
Other operating expenses | 8,309,470 | 8,397,140 |
Interest expense | ||
Interest expense | (3,576,333) | (200,477) |
Other income (expense) | 259,820 | 5,187 |
Net loss | ||
Net (loss) income | $ 11,625,983 | $ 8,592,430 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of real property operating - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Total | $ 7,498,381 | $ 7,890,317 |
Real property operations [Member] | ||
Total | 7,367,360 | 7,537,281 |
Medical related consulting services [Member] | ||
Total | 408 | 742 |
Corporate/Other [Member] | ||
Total | $ 130,613 | $ 352,294 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 7,498,381 | $ 7,890,317 |
United States [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,393,307 | 7,583,880 |
China [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 105,074 | $ 306,437 |
Commitments and Contincengies_2
Commitments and Contincengies (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 07, 2022 | Nov. 07, 2022 | Jun. 07, 2022 USD ($) | Oct. 25, 2017 USD ($) shares | Aug. 31, 2022 USD ($) | Aug. 29, 2019 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 CNY (¥) | Jul. 25, 2022 shares | Apr. 06, 2022 | Dec. 21, 2021 USD ($) | Jul. 18, 2018 | May 29, 2018 USD ($) | May 29, 2018 CNY (¥) | |
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Cash payment | $ 450,000 | |||||||||||||||
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. | 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. | ||||||||||||||
Cash paid | $ 450,000 | |||||||||||||||
Litigation amount | $ 900,000 | |||||||||||||||
Operating leases, rent expense | $ 141,000 | $ 143,000 | ||||||||||||||
Investment cash | 700,000 | ¥ 5,110,000 | $ 1,100,000 | ¥ 8,000,000 | ||||||||||||
Cash service | 10,000,000 | |||||||||||||||
Contribution amount | 6,660,000 | |||||||||||||||
Capital contribution | 700,000 | ¥ 5,000,000 | ||||||||||||||
Research and development fee | 300,000 | |||||||||||||||
Additional payments of research and development | 300,000 | |||||||||||||||
Total payment of research and development | 900,000 | |||||||||||||||
Line of credit | $ 20,000,000 | $ 3,000,000 | ||||||||||||||
Issued and outstanding interest percentage | 60% | |||||||||||||||
Interest purchase agreement description | The consideration to be paid for the Purchased Interests consists of up to thirty-one million dollars ($31,000,000), of which (i) five million dollars ($5,000,000) was paid as a refundable prepayment at signing, (ii) ten million dollars ($10,000,000) will be paid in cash at the closing, (iii) fifteen million dollars ($15,000,000) will be paid pursuant to the issuance of 15,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), stated value $1,000 (the “Series B Stated Value”), which Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $5.75 or an aggregate of 2,608,696 shares of the Company’s common stock, which are subject to the Lock Up Period and the restrictions on sale, and (iv) one million dollars ($1,000,000) will be paid on the first anniversary of the closing date (the “Anniversary Payment”). The Seller is also eligible to receive certain earnout payments upon achievement of certain operating results, which may be comprised of up to ten million dollars ($10,000,000) of which (x) five million dollars ($5,000,000) will be paid in cash and (y) five million dollars ($5,000,000) will be paid pursuant to the issuance of the number of shares of Company common stock valued at five million dollars ($5,000,000), calculated using the closing price of the Company’s common stock on December 31, 2023 (collectively, the “Earnout Payments”). | The consideration paid by Buyer to Seller for the Purchased Interests consisted of $21,000,000, which comprised of (i) $9,000,000 in cash, (ii) $11,000,000 pursuant to the issuance of 11,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), stated value $1,000 (the “Series B Stated Value”), and (iii) a $1,000,000 cash payment on February 9, 2024 (the “Anniversary Payment”). The Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $3.78 or an aggregate of 2,910,053 shares of the Company’s common stock and are subject to the Lock Up Period and the restrictions on sale. The Seller is also eligible, under the terms set forth in the Amended MIPA, to receive certain earnout payments upon achievement of certain operating results, which may be comprised of up to $10,000,000 of which (x) up to $5,000,000 will be paid in cash and (y) up to $5,000,000 will be paid pursuant to the issuance of the number of shares of Company common stock valued at $5,000,000, calculated using the closing price of the Company’s common stock on December 31, 2023, rounded down to the nearest whole share (collectively, the “Earnout Payments”). | The consideration paid by Buyer to Seller for the Purchased Interests consisted of $21,000,000, which comprised of (i) $9,000,000 in cash, (ii) $11,000,000 pursuant to the issuance of 11,000 shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”), stated value $1,000 (the “Series B Stated Value”), and (iii) a $1,000,000 cash payment on February 9, 2024 (the “Anniversary Payment”). The Series B Preferred Stock will be convertible into shares of the Company’s common stock at a conversion price per share equal to $3.78 or an aggregate of 2,910,053 shares of the Company’s common stock and are subject to the Lock Up Period and the restrictions on sale. The Seller is also eligible, under the terms set forth in the Amended MIPA, to receive certain earnout payments upon achievement of certain operating results, which may be comprised of up to $10,000,000 of which (x) up to $5,000,000 will be paid in cash and (y) up to $5,000,000 will be paid pursuant to the issuance of the number of shares of Company common stock valued at $5,000,000, calculated using the closing price of the Company’s common stock on December 31, 2023, rounded down to the nearest whole share (collectively, the “Earnout Payments”). | |||||||||||||
Issued percentage | 20% | 20% | ||||||||||||||
Cash | $ 6,000,000 | |||||||||||||||
Additional shares (in Shares) | shares | 4,000 | 4,000 | ||||||||||||||
Preferred stock value | $ 4,000,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Shares of common stock (in Shares) | shares | 50,000 | 573,645 | ||||||||||||||
Unicorn [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Ownership percentage | 60% | 60% | ||||||||||||||
Avalon Shanghai [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Ownership percentage | 40% | 40% | ||||||||||||||
Avactis [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Ownership percentage | 40% | 60% | ||||||||||||||
Arbele [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Ownership percentage | 40% | |||||||||||||||
Arbele Biotherapeutics [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Research and development fee | 900,000 | $ 900,000 | ||||||||||||||
Dr. Zhou [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Cash payment | $ 876,087 | |||||||||||||||
Avalon Shanghai [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Investment cash | $ 1,400,000 | ¥ 10,000,000 | ||||||||||||||
Line of Credit Agreement [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Line of credit | $ 20,000,000 | |||||||||||||||
Line of credit bears interest at an annual rate | 5% | |||||||||||||||
Received loan | $ 0 | |||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||
Commitments and Contincengies (Details) [Line Items] | ||||||||||||||||
Cash payment | $ 100,000 |
Commitments and Contincengies_3
Commitments and Contincengies (Details) - Schedule of supplemental cash flow information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating lease | $ 150,577 | $ 130,071 |
Right-of-use assets obtained in exchange for lease obligation: | ||
Operating lease | $ 133,879 |
Commitments and Contincengies_4
Commitments and Contincengies (Details) - Schedule of lease term and discount rate | Dec. 31, 2022 |
Schedule Of Lease Term And Discount Rate Abstract | |
Weighted average remaining lease term (in years) | 1 month 28 days |
Weighted average discount rate | 4.88% |
Commitments and Contincengies_5
Commitments and Contincengies (Details) - Schedule of maturity of lease liabilities | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Maturity Of Lease Liabilities Abstract | |
2023 | $ 11,448 |
2024 and thereafter | |
Total lease payments | 11,448 |
Amount of lease payments representing interest | (11) |
Total present value of operating lease liabilities | 11,437 |
Current portion | 11,437 |
Long-term portion | |
Total | $ 11,437 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||||
Feb. 09, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Aug. 05, 2022 | Jul. 25, 2022 | Dec. 21, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 44,872 | 573,645 | ||||
Loan from the lender | $ 20,000,000 | $ 3,000,000 | ||||
Credit bear interest | 5% | |||||
Term loan payable | 3 years | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchase an additional, percentage | 20% | |||||
Fair market values | $ 463,375 | |||||
Loan from the lender | $ 750,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 202,731 |