Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 19, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Avalon GloboCare Corp. | |
Trading Symbol | ALBT | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,164,307 | |
Amendment Flag | false | |
Entity Central Index Key | 0001630212 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-38728 | |
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, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 887,031 | $ 1,990,910 |
Rent receivable | 133,749 | 134,626 |
Prepaid expense and other current assets | 370,601 | 247,990 |
Total Current Assets | 1,391,381 | 2,373,526 |
NON-CURRENT ASSETS: | ||
Operating lease right-of-use assets, net | 220,247 | 10,885 |
Property and equipment, net | 140,086 | 138,294 |
Investment in real estate, net | 7,317,916 | 7,360,087 |
Equity method investments | 21,524,364 | 485,008 |
Advances for equity interest purchase | 8,999,722 | |
Other non-current assets | 378,248 | 384,383 |
Total Non-current Assets | 29,580,861 | 17,378,379 |
Total Assets | 30,972,242 | 19,751,905 |
CURRENT LIABILITIES: | ||
Accrued professional fees | 2,086,952 | 1,673,411 |
Accrued research and development fees | 900,473 | 838,001 |
Accrued payroll liability and directors’ compensation | 236,290 | 223,722 |
Accrued litigation settlement | 450,000 | 450,000 |
Accrued liabilities and other payables | 279,611 | 283,234 |
Accrued liabilities and other payables - related parties | 102,021 | 100,000 |
Operating lease obligation | 121,124 | 11,437 |
Equity method investment payable | 1,000,000 | |
Total Current Liabilities | 5,176,471 | 3,579,805 |
NON-CURRENT LIABILITIES: | ||
Operating lease obligation - noncurrent portion | 100,073 | |
Accrued litigation settlement - noncurrent portion | 450,000 | 450,000 |
Note payable, net | 4,585,356 | 4,563,152 |
Loan payable - related party | 750,000 | |
Total Non-current Liabilities | 5,885,429 | 5,013,152 |
Total Liabilities | 11,061,900 | 8,592,957 |
Commitments and Contingencies (Note 13) | ||
EQUITY: | ||
Series A Convertible Preferred Stock, 9,000 shares issued and outstanding at March 31, 2023 and December 31, 2022. Liquidation preference $9 million at March 31, 2023 and December 31, 2022 | 9,000,000 | 9,000,000 |
Series B Convertible Preferred Stock, 11,000 and 0 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively. Liquidation preference $11 million at March 31, 2023 | 11,000,000 | |
Common stock, $0.0001 par value; 490,000,000 shares authorized; 10,216,307 shares issued and 10,164,307 shares outstanding at March 31, 2023; 10,013,576 shares issued and 9,961,576 shares outstanding at December 31, 2022 | 1,026 | 1,005 |
Additional paid-in capital | 66,481,340 | 65,949,723 |
Less: common stock held in treasury, at cost; 52,000 shares at March 31, 2023 and December 31, 2022 | (522,500) | (522,500) |
Accumulated deficit | (65,846,635) | (63,062,721) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss | (209,467) | (213,137) |
Total Avalon GloboCare Corp. stockholders’ equity | 19,910,342 | 11,158,948 |
Non-controlling interest | ||
Total Equity | 19,910,342 | 11,158,948 |
Total Liabilities and Equity | $ 30,972,242 | $ 19,751,905 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 10,216,307 | 10,216,307 |
Common stock, outstanding | 10,164,307 | 10,164,307 |
Treasury stock | 52,000 | 52,000 |
Series A Convertible Preferred Stock | ||
Preferred Stock, shares issued | 9,000 | 9,000 |
Preferred Stock, shares outstanding | 9,000 | 9,000 |
Liquidation preference (in Dollars) | $ 9 | $ 9 |
Series B Convertible Preferred Stock | ||
Preferred Stock, shares issued | 11,000 | 0 |
Preferred Stock, shares outstanding | 11,000 | 0 |
Liquidation preference (in Dollars) | $ 11 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
RENTAL REVENUE | $ 296,165 | $ 297,631 |
OPERATING EXPENSES | 248,445 | 218,448 |
OPERATING INCOME | 47,720 | 79,183 |
OTHER OPERATING EXPENSES: | ||
Advertising and marketing expenses | 691,753 | 526,806 |
Professional fees | 1,226,239 | 821,308 |
Compensation and related benefits | 451,555 | 523,045 |
Research and development expenses | 92,350 | 116,684 |
Other general and administrative expenses | 250,059 | 218,282 |
Total Other Operating Expenses | 2,711,956 | 2,206,125 |
LOSS FROM OPERATIONS | (2,664,236) | (2,126,942) |
OTHER (EXPENSE) INCOME | ||
Interest expense | (154,205) | |
Interest expense - related party | (2,021) | (39,686) |
Income (loss) from equity method investments | 37,285 | (12,916) |
Other (expense) income | (737) | 109,006 |
Total Other (Expense) Income, net | (119,678) | 56,404 |
LOSS BEFORE INCOME TAXES | (2,783,914) | (2,070,538) |
INCOME TAXES | ||
NET LOSS | (2,783,914) | (2,070,538) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (2,783,914) | (2,070,538) |
COMPREHENSIVE LOSS: | ||
NET LOSS | (2,783,914) | (2,070,538) |
OTHER COMPREHENSIVE INCOME | ||
Unrealized foreign currency translation gain | 3,670 | 2,021 |
COMPREHENSIVE LOSS | (2,780,244) | (2,068,517) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (2,780,244) | $ (2,068,517) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
Basic and diluted (in Dollars per share) | $ (0.28) | $ (0.23) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 10,015,637 | 8,850,244 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss Per Common Share Attributable Common Shareholders diluted | $ (0.28) | $ (0.23) |
Weighted Average Common Shares Outstanding diluted | 10,015,637 | 8,850,244 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | 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, 2021 | $ 8,898 | $ 54,888,559 | $ (522,500) | $ (51,131,874) | $ 6,578 | $ (165,266) | $ 3,084,395 | ||||
Balance (in Shares) at Dec. 31, 2021 | 88,975,169 | (520,000) | |||||||||
Sale of common stock, net | $ 17 | 112,311 | 112,328 | ||||||||
Sale of common stock, net (in Shares) | 170,640 | ||||||||||
Stock-based compensation | 152,323 | 152,323 | |||||||||
Foreign currency translation adjustment | 2,021 | $ 2,021 | |||||||||
Foreign currency translation adjustment (in Shares) | 8,850,244 | ||||||||||
Net loss | (2,070,538) | $ (2,070,538) | |||||||||
Balance at Mar. 31, 2022 | $ 8,915 | 55,153,193 | $ (522,500) | (53,202,412) | 6,578 | (163,245) | 1,280,529 | ||||
Balance (in Shares) at Mar. 31, 2022 | 89,145,809 | (520,000) | |||||||||
Balance at Dec. 31, 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) | ||||||||
Issuance of Series B Convertible Preferred Stock for equity method investment | $ 11,000,000 | 11,000,000 | |||||||||
Issuance of Series B Convertible Preferred Stock for equity method investment (in Shares) | 11,000 | ||||||||||
Issuance of common stock for services | $ 21 | 463,355 | 463,376 | ||||||||
Issuance of common stock for services (in Shares) | 202,731 | ||||||||||
Stock-based compensation | 68,262 | 68,262 | |||||||||
Stock-based compensation (in Shares) | |||||||||||
Foreign currency translation adjustment | 3,670 | $ 3,670 | |||||||||
Foreign currency translation adjustment (in Shares) | 10,015,637 | ||||||||||
Net loss | (2,783,914) | $ (2,783,914) | |||||||||
Balance at Mar. 31, 2023 | $ 9,000,000 | $ 11,000,000 | $ 1,026 | $ 66,481,340 | $ (522,500) | $ (65,846,635) | $ 6,578 | $ (209,467) | $ 19,910,342 | ||
Balance (in Shares) at Mar. 31, 2023 | 9,000 | 11,000 | 10,216,307 | (52,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,783,914) | $ (2,070,538) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 61,056 | 84,984 |
Change in straight-line rent receivable | 13,196 | 4,463 |
Amortization of operating lease right-of-use asset | 34,888 | 34,247 |
Stock-based compensation and service expense | 327,190 | 605,626 |
Income (loss) from equity method investments | (37,285) | 12,916 |
Amortization of debt issuance costs | 22,205 | |
Changes in operating assets and liabilities: | ||
Rent receivable | 4,309 | (19,565) |
Security deposit | 409 | (441) |
Deferred leasing costs | 8,350 | 7,856 |
Prepaid expense and other assets | (87,328) | 30,219 |
Accrued liabilities and other payables | 634,558 | 793,585 |
Accrued liabilities and other payables - related parties | 2,021 | 39,687 |
Operating lease obligation | (34,465) | (34,247) |
NET CASH USED IN OPERATING ACTIVITIES | (1,834,810) | (511,208) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (20,185) | (1,749) |
NET CASH USED IN INVESTING ACTIVITIES | (20,185) | (1,749) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loan payable - related party | 750,000 | 100,000 |
Proceeds from equity offering | 135,567 | |
Disbursements for equity offering costs | (4,067) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 750,000 | 231,500 |
EFFECT OF EXCHANGE RATE ON CASH | 1,116 | 209 |
NET DECREASE IN CASH | (1,103,879) | (281,248) |
CASH - beginning of period | 1,990,910 | 807,538 |
CASH - end of period | 887,031 | 526,290 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 132,000 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for future services | 54,576 | |
Common stock issued for accrued liabilities | 164,871 | |
Deferred financing costs in accrued liabilities | 20,000 | |
Reclassification of advances for equity interest purchase to equity method investment | 9,000,000 | |
Series B Convertible Preferred Stock issued related to equity method investment | 11,000,000 | |
Accrued purchase price related to equity method investment | $ 1,000,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Nature of Operations [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, had limited assets 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. 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). On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC (“Avalon RT 9”), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and operations. In addition, the property generates rental income. Avalon RT 9 owns this office building. Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. As of March 31, 2023, 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 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. On October 14, 2022, the Company formed a wholly owned subsidiary, Avalon Laboratory Services, Inc. (“Avalon Lab”), a Delaware company. On February 9, 2023, Avalon Lab purchased forty percent (40%) of all the issued and outstanding equity interests of Laboratory Services MSO, LLC, a private limited company formed under the laws of the State of Delaware on September 6, 2019 (“Lab Services MSO”) and its subsidiaries. Lab Services MSO , through its two subsidiaries, Laboratory Services, LLC (“Lab Services LLC”) and Laboratory Services DME, LLC (“Lab Services DME”), is engaged in providing laboratory testing services. The accompanying condensed consolidated financial statements reflect the activities of ALBT and each of the following entities: Name of Subsidiary Place and date of 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 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 No current activities to report 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. (“Avalon Lab”) Delaware October 14, 2022 100% held by ALBT Purchases a membership interest |
Basis of Presentation and Going
Basis of Presentation and Going Concern Condition | 3 Months Ended |
Mar. 31, 2023 | |
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 These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 30, 2023. 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. 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). In addition, the Company owns commercial real estate that houses its headquarters in Freehold, New Jersey. The Company also has income from equity method investment through its forty percent (40%) interest in Lab Services MSO. These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of approximately $3,785,000 at March 31, 2023 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $2,784,000 and $1,835,000 for the three months ended March 31, 2023, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of 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 accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the Company’s 2022 Annual Report on Form 10-K filed with the SEC that have had a material impact on the Company’s financial condition, and operating results. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed 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 three months ended March 31, 2023 and 2022 include the valuation of deferred tax assets and the associated valuation allowances, the valuation of stock-based compensation, and the fair value of the consideration given in the purchase of 40% of Lab Services MSO. Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. 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 March 31, 2023 and December 31, 2022, the Company’s cash balances by geographic area were as follows: Country: March 31, 2023 December 31, 2022 United States $ 787,978 88.8 % $ 1,806,083 90.7 % China 99,053 11.2 % 184,827 9.3 % Total cash $ 887,031 100.0 % $ 1,990,910 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at March 31, 2023 and December 31, 2022. 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 $73,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At March 31, 2023, cash balances held in the PRC are RMB 680,408 (approximately $99,000), of which, RMB 149,955 (approximately $22,000) 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 on deposits with bank and financial institution within the 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 March 31, 2023, the Company’s cash balances in United States bank accounts had approximately $154,000 in excess of the federally-insured limits. The Company’s concentrations of credit risk with respect to its rent receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its tenants to help further reduce credit risk. Investment in Unconsolidated Companies Real Property Rental Revenue 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 account receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended March 31, 2023 and 2022, potentially dilutive common shares consist of the common shares issuable upon the conversion of 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. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended 2023 2022 Options to purchase common stock 767,303 818,500 Warrants to purchase common stock 123,964 - Series A convertible preferred stock (*) 900,000 - Series B convertible preferred stock (**) 2,910,053 - Potentially dilutive securities 4,701,320 818,500 (*) 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 . (**) Assumed the Series B convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $3.78 per share. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the three months ended March 31, 2022, 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. During the three months ended March 31, 2023, the Company operated in one reportable business segment: the real property operating segment. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Reverse Stock Split The Company effected a one-for-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 condensed 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to businesses combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The adoption of this new guidance did not have any material impact on the Company’s condensed consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Prepaid Expense and Other Curre
Prepaid Expense and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Current Assets [Abstract] | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS At March 31, 2023 and December 31, 2022, prepaid expense and other current assets consisted of the following: March 31, December 31, Prepaid professional fees $ 156,802 $ 93,817 Prepaid directors and officers liability insurance premium 37,838 29,301 Prepaid NASDAQ listing fee 67,313 - Deferred financing costs 34,821 34,821 Deferred leasing costs 33,402 33,402 Security deposit - 19,084 Others 40,425 37,565 Total $ 370,601 $ 247,990 |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 5 – EQUITY METHOD INVESTMENTS Investment in Epicon Biotech Co., Ltd. As of March 31, 2023 and December 31, 2022, the equity method investment in Epicon Biotech Co., Ltd. (“Epicon”) amounted to $477,625 and $485,008, respectively. The investment represents the Company’s subsidiary, Avalon Shanghai’s interest in Epicon. Epicon was incorporated on August 14, 2018 in PRC. Avalon Shanghai and the other unrelated company, Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), accounted for 40% and 60% of the total ownership, respectively. Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. The Company treats the equity investment in the condensed consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the three months ended March 31, 2023 and 2022, the Company’s share of Epicon’s net loss was $9,454 and $12,916, respectively, which was included in loss from equity method investment in the accompanying condensed consolidated statements of operations and comprehensive loss. In the three months ended March 31, 2023, activity recorded for the Company’s equity method investment in Epicon is summarized in the following table: Equity investment carrying amount at January 1, 2023 $ 485,008 Epicon’s net loss attributable to the Company (9,454 ) Foreign currency fluctuation 2,071 Equity investment carrying amount at March 31, 2023 $ 477,625 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: March 31, December 31, Current assets $ 785 $ 1,051 Noncurrent assets 130,617 143,984 Current liabilities 53,206 43,723 Equity 78,196 101,312 For the Three Months Ended March 31, 2023 2022 Net revenue $ - $ - Gross profit - - Loss from operation 23,636 32,323 Net loss 23,635 32,291 Investment in Laboratory Services MSO, LLC On February 9, 2023 (the “Closing Date”), the Company entered into and closed an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among 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. 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 Lab Services MSO (the “Purchased Interests”). 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 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 Series B Preferred Stock will be convertible into shares of Avalon’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 (See Note 8 – Series B Convertible Preferred Stock Issued for Equity Method Investment). 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 the Company’s common stock valued at $5,000,000, calculated using the closing price of Avalon’s common stock on December 31, 2023, rounded down to the nearest whole share (collectively, the “Earnout Payments”). At February 9, 2023, the estimated earnout liability amounted to $0 since the minimum thresholds as defined in the agreement are currently unlikely to be met. The estimated earnout is a level 3 valuation which will be measured at the end of reporting period. Lab Services MSO, through its two subsidiaries, Lab Services LLC and Lab Services DME, is engaged in providing laboratory testing services. Avalon Lab and the other unrelated company, accounted for 40% and 60% of the total ownership, respectively. As of March 31, 2023, the equity method investment in Lab Services MSO amounted to $21,046,739. In accordance with ASC 810, the Company determined that Lab Services MSO does not qualify as a Variable Interest Entity, nor does it have a controlling financial interest over the legal entity. However, it determined it does have significant influence as a result of its board representation. Therefore, the Company treats the equity investment in the condensed consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the purchased-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 purchase change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the period from February 9, 2023 (date on investment) through March 31, 2023, the Company’s share of Lab Services MSO’s net income was $46,739, which was included in income (loss) from equity method investments in the accompanying condensed consolidated statements of operations and comprehensive loss. In the three months ended March 31, 2023, activity recorded for the Company’s equity method investment in Lab Services MSO is summarized in the following table: Equity investment carrying amount at January 1, 2023 $ - Payment for equity method investment 21,000,000 Lab Services MSO’s net income attributable to the Company 46,739 Equity investment carrying amount at March 31, 2023 $ 21,046,739 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: March 31, Current assets $ 3,759,918 Noncurrent assets 2,325,044 Current liabilities 1,258,470 Noncurrent liabilities 1,961,178 Equity 2,865,314 For the Net revenue $ 2,174,524 Gross profit 776,778 Income from operation 116,846 Net income 116,846 On February 9, 2023, Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company, SCBC Holdings LLC, the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals, and Laboratory Services MSO. According to the Amended MIPA, at any time during the period beginning on February 9, 2023 and ending on the date nine (9) months after February 9, 2023, Avalon Laboratory Services, Inc., or its designated affiliates under the Amended MIPA, may purchase from SCBC Holdings LLC 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. |
Note Payable, Net
Note Payable, Net | 3 Months Ended |
Mar. 31, 2023 | |
Note Payable [Abstract] | |
NOTE PAYABLE, NET | NOTE 6 – NOTE PAYABLE, NET On September 1, 2022, the Company issued a balloon promissory note in the form of a mortgage on our headquarters 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 March 31, 2023 and December 31, 2022, the carrying balance of the 2022 Note Payable was $4,585,356 and $4,563,152 and the remaining unamortized debt issuance costs balance was $214,644 and $236,848, respectively. For the three months ended March 31, 2023, amortization of debt issuance costs and interest expense related to the 2022 Note Payable amounted to $22,205 and $132,000, respectively, which have been included in interest expense on the accompanying condensed consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Rental Revenue from Related Party and Rent Receivable – Related Party The Company leases space of its For the three months ended March 31, 2023 and 2022, the related party rental revenue amounted to $12,600 and has been included in real property rental on the accompanying condensed consolidated statements of operations and comprehensive loss. The related party rent receivable totaled $61,700 and $74,100, respectively, which has been included in rent receivable on the accompanying condensed consolidated balance sheets, and no allowance for doubtful accounts was deemed to be required on the receivable at March 31, 2023 and December 31, 2022. Services Provided by Related Parties 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 $26,457 and $51,138 for the three months ended March 31, 2023 and 2022, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. Accrued Liabilities and Other Payables – Related Parties In 2017, the Company acquired Beijing Genexosome for a cash payment of $450,000. As of March 31, 2023 and December 31, 2022, the unpaid acquisition consideration of $100,000, was payable to Dr. Yu Zhou, former director and former co-chief executive officer and 40% owner of Genexosome, and has been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, $2,021 and $0 of accrued and unpaid interest related to borrowings from Wenzhao Lu, the Company’s largest shareholder and chairman of the Board of Directors, respectively, have been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets. Borrowings from Related Party 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 three months ended March 31, 2023, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at January 1, 2023 $ - Draw down from Line of Credit 750,000 Outstanding principal under the Line of Credit at March 31, 2023 $ 750,000 For the three months ended March 31, 2023 and 2022, the interest expense related to related party borrowings amounted to $2,021 and $39,686, respectively, and has been reflected as interest expense – related party on the accompanying condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023 and December 31, 2022, the related accrued and unpaid interest for Line of Credit was $2,021 and $0, respectively, and has been included in accrued liabilities and other payables – related parties on the accompanying condensed consolidated balance sheets. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 8 – EQUITY Series A Convertible Preferred Stock The Company designated up to 15,000 shares of its previously undesignated preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock has a par value of $0.0001 per share and a stated value equal to $1,000. As of March 31, 2023, 9,000 shares of Series A Preferred Stock were issued and outstanding. Series B Convertible Preferred Stock Issued for Equity Method Investment The Company designated up to 15,000 shares of its previously undesignated preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a par value of $0.0001 per share and a stated value equal to $1,000. On February 9, 2023, the Company issued 11,000 shares of its Series B Convertible Preferred Stock as a part of consideration for the purchase of 40% of equity interest of Lab Services MSO. 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 (See Note – 5 - Investment in Laboratory Services MSO, LLC). Common Shares Issued for Services During the three months ended March 31, 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, and the Company recorded stock-based compensation expense of $243,928 for the three months ended March 31, 2023 and reduced accrued liabilities of $164,871 and recorded prepaid expense of $54,576 as of March 31, 2023 which will be amortized over the rest of corresponding service periods. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at March 31, 2023: Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 3.25 – 8.20 307,803 3.79 $ 5.26 269,137 $ 5.34 10.20 – 20.00 432,500 2.59 16.50 432,500 16.50 23.00 – 28.00 27,000 0.61 26.91 27,000 26.91 $ 3.25 – 28.00 767,303 3.00 $ 12.36 728,637 $ 12.76 Stock option activities for the three months ended March 31, 2023 were as follows: Number of Weighted Outstanding at January 1, 2023 800,500 $ 13.03 Granted 37,803 4.85 Expired (71,000 ) (15.97 ) Outstanding at March 31, 2023 767,303 $ 12.36 Options exercisable at March 31, 2023 728,637 $ 12.76 Options expected to vest 38,666 $ 4.69 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at March 31, 2023 was $0. The fair values of options granted during the three months ended March 31, 2023 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 143.99% - 145.73%, risk-free rate of 3.58% - 3.94%, annual dividend yield of 0%, and expected life of 5.00 years. The aggregate fair value of the options granted during the three months ended March 31, 2023 was $176,786. The fair values of options granted during the three months ended March 31, 2022 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 117.46%, risk-free rate of 1.37% - 1.53%, annual dividend yield of 0%, and expected life of 5.00 years. The aggregate fair value of the options granted during the three months ended March 31, 2022 was $315,145. For the three months ended March 31, 2023 and 2022, stock-based compensation expense associated with stock options granted amounted to $68,262 and $152,323, of which, $51,336 and $104,913 was recorded as compensation and related benefits, $11,457 and $36,138 was recorded as professional fees, and $5,469 and $11,272 was recorded as research and development expenses, respectively. A summary of the status of the Company’s nonvested stock options granted as of March 31, 2023 and changes during the three months ended March 31, 2023 is presented below: Number of Weighted Nonvested at January 1, 2023 20,000 $ 4.29 Granted 37,803 4.85 Vested (19,137 ) (4.58 ) Nonvested at March 31, 2023 38,666 $ 4.69 Warrants There was no stock warrant activity during the three months ended March 31, 2023. The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at March 31, 2023: Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Number Exercise $ 12.5 123,964 4.06 123,964 $ 12.5 The aggregate intrinsic value of both stock warrants outstanding and stock warrants exercisable at March 31, 2023 was $0. |
Statutory Reserve and Restricte
Statutory Reserve and Restricted Net Assets | 3 Months Ended |
Mar. 31, 2023 | |
Statutory Reserve and Restricted Net Assets [Abstract] | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | NOTE 9 - STATUTORY RESERVE AND RESTRICTED NET ASSETS The Company’s PRC subsidiary, Avalon Shanghai, is restricted in its ability to transfer a portion of its net asset to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends. The Company did not make any appropriation to statutory reserve for Avalon Shanghai during the three months ended March 31, 2023 and 2022 as it incurred net loss in the periods. As of March 31, 2023 and December 31, 2022, the restricted amount as determined pursuant to PRC statutory laws totaled $6,578. Relevant PRC laws and regulations restrict the Company’s PRC subsidiary, Avalon Shanghai, from transferring a portion of its net assets, equivalent to their statutory reserves and their share capital, to the Company’s shareholders in the form of loans, advances or cash dividends. Only PRC entity’s accumulated profit may be distributed as dividend to the Company’s shareholders without the consent of a third party. As of both March 31, 2023 and December 31, 2022, total restricted net assets amounted to $1,006,578. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 3 Months Ended |
Mar. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | NOTE 10 – 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 | 3 Months Ended |
Mar. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 11 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three months ended March 31, 2023 and 2022. Three Months Ended Customer 2023 2022 A 31 % 28 % B 20 % 18 % C 13 % 12 % * Less than 10% Two customers, of which, one is a related party and the other is a third party, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding rent receivable at March 31, 2023, accounted for 79.6% of the Company’s total outstanding rent receivable at March 31, 2023. 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 at December 31, 2022, accounted for 81.4% of the Company’s total outstanding rent receivable at December 31, 2022. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the three months ended March 31, 2023 and 2022. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION For the three months ended March 31, 2022, 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. For the three months ended March 31, 2023, the Company operated in one reportable business segments: the real property operating segment. Information with respect to these reportable business segments for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended March 31, 2023 Real property rental Corporate/Other Total Real property rental revenue $ 296,165 $ - $ 296,165 Real property operating expenses (248,445 ) - (248,445 ) Real property operating income 47,720 - 47,720 Other operating expenses (113,711 ) (2,598,245 ) (2,711,956 ) Other (expense) income: Interest expense - (156,226 ) (156,226 ) Other income 4 36,544 36,548 Net loss $ (65,987 ) $ (2,717,927 ) $ (2,783,914 ) Three Months Ended March 31, 2022 Real property rental Medical related consulting services Corporate/Other Total Real property rental revenue $ 297,631 $ - $ - $ 297,631 Real property operating expenses (218,448 ) - - (218,448 ) Real property operating income 79,183 - - 79,183 Other operating expenses (107,053 ) (87,115 ) (2,011,957 ) (2,206,125 ) Other (expense) income: Interest expense - - (39,686 ) (39,686 ) Other income 4 96,086 - 96,090 Net (loss) income $ (27,866 ) $ 8,971 $ (2,051,643 ) $ (2,070,538 ) Identifiable long-lived tangible assets at March 31, 2023 and December 31, 2022 March 31, December 31, Real property operations $ 7,344,620 $ 7,367,360 Medical related consulting services - 408 Corporate/Other 113,382 130,613 Total $ 7,458,002 $ 7,498,381 Identifiable long-lived tangible assets at March 31, 2023 and December 31, 2022 March 31, December 31, United States $ 7,365,540 $ 7,393,307 China 92,462 105,074 Total $ 7,458,002 $ 7,498,381 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Operating Leases Commitment The Company is a party to leases : Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 33,209 $ 35,759 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 244,577 $ - The following table summarizes the lease term and discount rate for the Company’s operating lease as of March 31, 2023: Operating Lease Weighted average remaining lease term (in years) 1.84 Weighted average discount rate 11.0 % The following table summarizes the maturity of lease liabilities under operating lease as of March 31, 2023: For the Twelve-month Period Ending March 31: Operating Lease 2024 $ 138,597 2025 104,497 2026 and thereafter - Total lease payments 243,094 Amount of lease payments representing interest (21,897 ) Total present value of operating lease liabilities $ 221,197 Current portion $ 121,124 Long-term portion 100,073 Total $ 221,197 Equity Investment Commitment On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biotech Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within five years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of March 31, 2023, Avalon Shanghai has contributed RMB 5,110,000 (approximately $0.7 million) that was included in equity method investment on the accompanying condensed consolidated balance sheets. The Company intends to use its present working capital together with borrowings from related party and equity raises to fund the project cost. Joint Venture – Avactis Biosciences Inc. On July 18, 2018, the Company formed Avactis Biosciences Inc. (“Avactis”), a Nevada corporation, as a wholly owned subsidiary. On October 23, 2018, Avactis and Arbele Limited (“Arbele”) agreed to the establishment of AVAR BioTherapeutics (China) Co. Ltd. (“AVAR”), a Sino-foreign equity joint venture, pursuant to an Equity Joint Venture Agreement (the “AVAR Agreement”), which was to be owned 60% by Avactis and 40% by Arbele. On April 6, 2022, the Company, Acactis, Arbele and Arbele Biotherapeutics Limited (“Arbele Biotherapeutics”), a wholly owned subsidiary of Arbele, entered into an Amendment No. 1 to the Equity Joint Venture Agreement pursuant to which Arbele Biotherapeutics acquired 40% of Avactis for the purpose of the Company and Arbele establishing a joint venture in the United States and the parties agreed that they would no longer pursue AVAR as a joint venture. Further, all rights and obligations under the AVAR Agreement were assigned by Avactis to Avalon and by Arbele to Arbele Biotherapeutics. Avactis established Avactis Nanjing Biosciences Ltd., a wholly owned foreign entity in the PRC. Further, the parties agreed that the Exclusive Patent License Agreement dated January 3, 2019 entered between Arbele, as licensor, and AVAR, as licensee (the “Arbele License Agreement”), was assigned to Avactis and Avalon and Arbele agreed to enter into a new Arbele License Agreement with Avactis on the same/similar terms as the Arbele License Agreement. Further, Dr. Anthony Chan was appointed to the Board of Directors of Avactis and as the Chief Scientific Officer of Avactis. Avactis purpose and business scope is to research, research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy globally. 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. As of the date hereof, this company has been limited to a patent holding company and there no activity or planned contributions in 2023. 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 March 31, 2023, $750,000 was outstanding under the Line of Credit. Amended and Restated Membership Interest Purchase Agreement On February 9, 2023, Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company, SCBC Holdings LLC, the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals, and Laboratory Services MSO. According to the Amended MIPA, at any time during the period beginning on February 9, 2023 and ending on the date nine (9) months after February 9, 2023, Avalon Laboratory Services, Inc., or its designated affiliates under the Amended MIPA, may purchase from SCBC Holdings LLC 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 (See Note – 5 - Investment in Laboratory Services MSO, LLC) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – 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. Line of Credit As disclosed above, the Company entered into the Line of Credit Agreement with Mr. Lu, as the Lender and a significant shareholder and director of the Company, providing the Company with the Line of Credit from the Lender. Under the Line of Credit, the Company received a loan from the Lender of $100,000 in April 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed 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 three months ended March 31, 2023 and 2022 include the valuation of deferred tax assets and the associated valuation allowances, the valuation of stock-based compensation, and the fair value of the consideration given in the purchase of 40% of Lab Services MSO. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. 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 March 31, 2023 and December 31, 2022, the Company’s cash balances by geographic area were as follows: Country: March 31, 2023 December 31, 2022 United States $ 787,978 88.8 % $ 1,806,083 90.7 % China 99,053 11.2 % 184,827 9.3 % Total cash $ 887,031 100.0 % $ 1,990,910 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at March 31, 2023 and December 31, 2022. |
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 $73,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At March 31, 2023, cash balances held in the PRC are RMB 680,408 (approximately $99,000), of which, RMB 149,955 (approximately $22,000) 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 on deposits with bank and financial institution within the 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 March 31, 2023, the Company’s cash balances in United States bank accounts had approximately $154,000 in excess of the federally-insured limits. The Company’s concentrations of credit risk with respect to its rent receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its tenants to help further reduce credit risk. |
Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. | Investment in Unconsolidated Companies |
Real Property Rental Revenue | Real Property Rental Revenue 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 account receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Per Share Data | Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended March 31, 2023 and 2022, potentially dilutive common shares consist of the common shares issuable upon the conversion of 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. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended 2023 2022 Options to purchase common stock 767,303 818,500 Warrants to purchase common stock 123,964 - Series A convertible preferred stock (*) 900,000 - Series B convertible preferred stock (**) 2,910,053 - Potentially dilutive securities 4,701,320 818,500 (*) 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 . (**) Assumed the Series B convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $3.78 per share. |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the three months ended March 31, 2022, 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. During the three months ended March 31, 2023, the Company operated in one reportable business segment: the real property operating segment. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Reverse Stock Split | Reverse Stock Split The Company effected a one-for-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 condensed 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 June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to businesses combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The adoption of this new guidance did not have any material impact on the Company’s condensed consolidated financial statements. 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) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Going Concern Condition [Abstract] | |
Schedule of condensed consolidated financial statements reflect the activities | Name of Subsidiary Place and date of 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 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 No current activities to report 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. (“Avalon Lab”) Delaware October 14, 2022 100% held by ALBT Purchases a membership interest |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of cash balances by geographic area | Country: March 31, 2023 December 31, 2022 United States $ 787,978 88.8 % $ 1,806,083 90.7 % China 99,053 11.2 % 184,827 9.3 % Total cash $ 887,031 100.0 % $ 1,990,910 100.0 % |
Schedule of effect of including these potential shares was antidilutive | Three Months Ended 2023 2022 Options to purchase common stock 767,303 818,500 Warrants to purchase common stock 123,964 - Series A convertible preferred stock (*) 900,000 - Series B convertible preferred stock (**) 2,910,053 - Potentially dilutive securities 4,701,320 818,500 (*) 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 . (**) Assumed the Series B convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $3.78 per share. |
Prepaid Expense and Other Cur_2
Prepaid Expense and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Current Assets [Abstract] | |
Schedule of prepaid expense and other current assets | March 31, December 31, Prepaid professional fees $ 156,802 $ 93,817 Prepaid directors and officers liability insurance premium 37,838 29,301 Prepaid NASDAQ listing fee 67,313 - Deferred financing costs 34,821 34,821 Deferred leasing costs 33,402 33,402 Security deposit - 19,084 Others 40,425 37,565 Total $ 370,601 $ 247,990 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Equity investment carrying amount at January 1, 2023 $ 485,008 Epicon’s net loss attributable to the Company (9,454 ) Foreign currency fluctuation 2,071 Equity investment carrying amount at March 31, 2023 $ 477,625 Equity investment carrying amount at January 1, 2023 $ - Payment for equity method investment 21,000,000 Lab Services MSO’s net income attributable to the Company 46,739 Equity investment carrying amount at March 31, 2023 $ 21,046,739 |
Schedule of financial information, balance sheet | March 31, December 31, Current assets $ 785 $ 1,051 Noncurrent assets 130,617 143,984 Current liabilities 53,206 43,723 Equity 78,196 101,312 March 31, Current assets $ 3,759,918 Noncurrent assets 2,325,044 Current liabilities 1,258,470 Noncurrent liabilities 1,961,178 Equity 2,865,314 |
Schedule of financial information | For the Three Months Ended March 31, 2023 2022 Net revenue $ - $ - Gross profit - - Loss from operation 23,636 32,323 Net loss 23,635 32,291 For the Net revenue $ 2,174,524 Gross profit 776,778 Income from operation 116,846 Net income 116,846 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of line of credit | Outstanding principal under the Line of Credit at January 1, 2023 $ - Draw down from Line of Credit 750,000 Outstanding principal under the Line of Credit at March 31, 2023 $ 750,000 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of common stock issuable upon exercise of options outstanding | Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 3.25 – 8.20 307,803 3.79 $ 5.26 269,137 $ 5.34 10.20 – 20.00 432,500 2.59 16.50 432,500 16.50 23.00 – 28.00 27,000 0.61 26.91 27,000 26.91 $ 3.25 – 28.00 767,303 3.00 $ 12.36 728,637 $ 12.76 |
Schedule of stock option activities | Number of Weighted Outstanding at January 1, 2023 800,500 $ 13.03 Granted 37,803 4.85 Expired (71,000 ) (15.97 ) Outstanding at March 31, 2023 767,303 $ 12.36 Options exercisable at March 31, 2023 728,637 $ 12.76 Options expected to vest 38,666 $ 4.69 |
Schedule of summary of the status of the company’s nonvested stock options granted | Number of Weighted Nonvested at January 1, 2023 20,000 $ 4.29 Granted 37,803 4.85 Vested (19,137 ) (4.58 ) Nonvested at March 31, 2023 38,666 $ 4.69 |
Schedule of common stock issuable upon exercise of warrants outstanding | Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Number Exercise $ 12.5 123,964 4.06 123,964 $ 12.5 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Concentrations [Abstract] | |
Schedule of customer | Three Months Ended Customer 2023 2022 A 31 % 28 % B 20 % 18 % C 13 % 12 % * Less than 10% |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information [Abstract] | |
Schedule of reportable business segments | Three Months Ended March 31, 2023 Real property rental Corporate/Other Total Real property rental revenue $ 296,165 $ - $ 296,165 Real property operating expenses (248,445 ) - (248,445 ) Real property operating income 47,720 - 47,720 Other operating expenses (113,711 ) (2,598,245 ) (2,711,956 ) Other (expense) income: Interest expense - (156,226 ) (156,226 ) Other income 4 36,544 36,548 Net loss $ (65,987 ) $ (2,717,927 ) $ (2,783,914 ) Three Months Ended March 31, 2022 Real property rental Medical related consulting services Corporate/Other Total Real property rental revenue $ 297,631 $ - $ - $ 297,631 Real property operating expenses (218,448 ) - - (218,448 ) Real property operating income 79,183 - - 79,183 Other operating expenses (107,053 ) (87,115 ) (2,011,957 ) (2,206,125 ) Other (expense) income: Interest expense - - (39,686 ) (39,686 ) Other income 4 96,086 - 96,090 Net (loss) income $ (27,866 ) $ 8,971 $ (2,051,643 ) $ (2,070,538 ) |
Schedule of real property operating | Identifiable long-lived tangible assets at March 31, 2023 and December 31, 2022 March 31, December 31, Real property operations $ 7,344,620 $ 7,367,360 Medical related consulting services - 408 Corporate/Other 113,382 130,613 Total $ 7,458,002 $ 7,498,381 |
Schedule of identifiable long-lived tangible assets | Identifiable long-lived tangible assets at March 31, 2023 and December 31, 2022 March 31, December 31, United States $ 7,365,540 $ 7,393,307 China 92,462 105,074 Total $ 7,458,002 $ 7,498,381 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow information | Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 33,209 $ 35,759 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 244,577 $ - |
Schedule of lease term and discount rate | Operating Lease Weighted average remaining lease term (in years) 1.84 Weighted average discount rate 11.0 % |
Schedule of maturity of lease liabilities | For the Twelve-month Period Ending March 31: Operating Lease 2024 $ 138,597 2025 104,497 2026 and thereafter - Total lease payments 243,094 Amount of lease payments representing interest (21,897 ) Total present value of operating lease liabilities $ 221,197 Current portion $ 121,124 Long-term portion 100,073 Total $ 221,197 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | 1 Months Ended | 3 Months Ended | |||
Oct. 14, 2022 | Oct. 19, 2016 | Mar. 31, 2023 | 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% | ||||
Equity interests rate | 40% | ||||
Avalon RT 9 Properties, LLC [Member] | |||||
Organization and Nature of Operations (Details) [Line Items] | |||||
Building occupancy rate | 82.70% | ||||
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% | ||||
Business combination [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 condensed consolidated financial statements reflect the activities | 3 Months Ended |
Mar. 31, 2023 | |
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 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 | No current activities to report |
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. (“Avalon Lab”) [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) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Basis of Presentation and Going Concern Condition [Abstract] | |
Equity method investment interest percentage | 40% |
Working capital deficit | $ 3,785,000 |
Incurred recurring net losses | 2,784,000 |
Negative cash flow from operating activities | $ (1,835,000) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2023 CNY (¥) | Feb. 09, 2023 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Discount rate operating leases | 40% | 40% | |
Cash and cash equivalents, description | Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $73,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. | ||
Cash balance held in PRC | $ 99,000 | ¥ 680,408 | |
Limited insurance | 22,000 | ¥ 149,955 | |
Federally-insured limits | $ | 250,000 | ||
Cash | $ | $ 154,000 | $ 6,000,000 | |
Series A Convertible Preferred Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Conversion price per share (in Dollars per share) | $ / shares | $ 10 | ||
Series B Convertible Preferred Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Conversion price per share (in Dollars per share) | $ / shares | $ 3.78 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 887,031 | $ 1,990,910 |
Cash percentage | 100% | 100% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 787,978 | $ 1,806,083 |
Cash percentage | 88.80% | 90.70% |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 99,053 | $ 184,827 |
Cash percentage | 11.20% | 9.30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of effect of including these potential shares was antidilutive - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 4,701,320 | 818,500 | |
Options to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 767,303 | 818,500 | |
Warrants to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 123,964 | ||
Series A convertible preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | [1] | 900,000 | |
Series B convertible preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | [2] | 2,910,053 | |
[1] 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 . Assumed the Series B convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $3.78 per share. |
Prepaid Expense and Other Cur_3
Prepaid Expense and Other Current Assets (Details) - Schedule of prepaid expense and other current assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of prepaid expense and other current assets [Abstract] | ||
Prepaid professional fees | $ 156,802 | $ 93,817 |
Prepaid directors and officers liability insurance premium | 37,838 | 29,301 |
Prepaid NASDAQ listing fee | 67,313 | |
Deferred financing costs | 34,821 | 34,821 |
Deferred leasing costs | 33,402 | 33,402 |
Security deposit | 19,084 | |
Others | 40,425 | 37,565 |
Total | $ 370,601 | $ 247,990 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | 3 Months Ended | |||
Feb. 09, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Equity Method Investments (Details) [Line Items] | ||||
Equity method investment | $ 477,625 | $ 485,008 | ||
Net loss | $ 9,454 | $ 12,916 | ||
Equity interests percentage | 40% | |||
Purchased interests description | 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 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 Series B Preferred Stock will be convertible into shares of Avalon’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 (See Note 8 – Series B Convertible Preferred Stock Issued for Equity Method Investment). 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 the Company’s common stock valued at $5,000,000, calculated using the closing price of Avalon’s common stock on December 31, 2023, rounded down to the nearest whole share (collectively, the “Earnout Payments”). At February 9, 2023, the estimated earnout liability amounted to $0 since the minimum thresholds as defined in the agreement are currently unlikely to be met. The estimated earnout is a level 3 valuation which will be measured at the end of reporting period. | |||
Ownership percentage | 60% | |||
Equity method investment | $ 46,739 | |||
Issued and outstanding equity interests percentage | 20% | |||
Purchase price | $ 6,000,000 | |||
Additional shares (in Shares) | 4,000 | |||
Preferred Stock value | $ 4,000,000 | |||
Avalon Shanghai and Other Unrelated Company [Member] | ||||
Equity Method Investments (Details) [Line Items] | ||||
Total ownership percentage | 40% | |||
Jiangsu Unicorn Biological Technology Co., Ltd.[Member] | ||||
Equity Method Investments (Details) [Line Items] | ||||
Total ownership percentage | 60% | |||
Avalon Lab [Member] | ||||
Equity Method Investments (Details) [Line Items] | ||||
Ownership percentage | 40% | |||
Investment in Laboratory Services MSO, LLC [Member] | ||||
Equity Method Investments (Details) [Line Items] | ||||
Equity method investment | $ 21,046,739 |
Equity Method Investments (De_2
Equity Method Investments (Details) - Schedule of equity method investment - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Jan. 01, 2023 | |
Schedule of Equity Method Investment [Abstract] | ||
Equity investment carrying amount, beginning balance | $ 485,008 | |
Epicon’s net loss attributable to the Company | $ (9,454) | |
Foreign currency fluctuation | 2,071 | |
Equity investment carrying amount, ending balance | 477,625 | |
Investment in Laboratory Services MSO, LLC [Member] | ||
Schedule of Equity Method Investment [Abstract] | ||
Equity investment carrying amount, beginning balance | ||
Payment for equity method investment | 21,000,000 | |
Lab Services MSO’s net income attributable to the Company | 46,739 | |
Equity investment carrying amount, ending balance | $ 21,046,739 |
Equity Method Investments (De_3
Equity Method Investments (Details) - Schedule of financial information, balance sheet - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Investment in Epicon Biotech Co., Ltd. [Member] | ||
Equity Method Investments (Details) - Schedule of financial information, balance sheet [Line Items] | ||
Current assets | $ 785 | $ 1,051 |
Noncurrent assets | 130,617 | 143,984 |
Current liabilities | 53,206 | 43,723 |
Equity | 78,196 | $ 101,312 |
Investment in Laboratory Services MSO, LLC [Member] | ||
Equity Method Investments (Details) - Schedule of financial information, balance sheet [Line Items] | ||
Current assets | 3,759,918 | |
Noncurrent assets | 2,325,044 | |
Current liabilities | 1,258,470 | |
Noncurrent liabilities | 1,961,178 | |
Equity | $ 2,865,314 |
Equity Method Investments (De_4
Equity Method Investments (Details) - Schedule of financial information - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Investment in Epicon Biotech Co., Ltd. [Member] | |||
Equity Method Investments (Details) - Schedule of financial information [Line Items] | |||
Net revenue | |||
Gross profit | |||
Income (loss) from operation | 23,636 | 32,323 | |
Net Income (loss) | $ 23,635 | $ 32,291 | |
Investment in Laboratory Services MSO, LLC [Member] | |||
Equity Method Investments (Details) - Schedule of financial information [Line Items] | |||
Net revenue | $ 2,174,524 | ||
Gross profit | 776,778 | ||
Income (loss) from operation | 116,846 | ||
Net Income (loss) | $ 116,846 |
Note Payable, Net (Details)
Note Payable, Net (Details) - USD ($) | 3 Months Ended | ||
Sep. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Note Payable [Abstract] | |||
Principal amount | $ 4,800,000 | ||
Interest percentage | 11% | ||
Interest due payment | $44,000 | ||
Notes payable | $ 4,585,356 | $ 4,563,152 | |
Unamortized debt issuance costs | 214,644 | $ 236,848 | |
Amortization of debt issuance costs | 22,205 | ||
Interest expense | $ 132,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Aug. 29, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2017 | |
Related Party Transactions (Details) [Line Items] | |||||
Rental revenue | $ 12,600 | $ 12,600 | |||
Rent receivable | 61,700 | $ 74,100 | |||
Consulting expenses | 26,457 | 51,138 | |||
Genexosome for cash payment | $ 450,000 | ||||
Line of credit | 750,000 | ||||
Promissory note maturity date | Dec. 31, 2024 | ||||
Interest expense | 2,021 | 39,686 | |||
Unpaid interest for Line of Credit | 2,021 | 0 | |||
Line of Credit Agreement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Line of credit | $ 20,000,000 | ||||
Interest rate | 5% | ||||
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] | Board of Directors [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Accrued liabilities and other payables | $ 2,021 | $ 0 | |||
Related Party [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Interest expense | $ 2,021 | $ 39,686 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of line of credit | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule Of Line Of Credit Abstract | |
Outstanding principal under the Line of Credit at beginning balance | |
Draw down from Line of Credit | 750,000 |
Outstanding principal under the Line of Credit at ending balance | $ 750,000 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Feb. 09, 2023 | Dec. 31, 2022 | |
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 | $ 9,000,000 | ||
Conversion percentage | 90% | |||
Conversion price per share (in Dollars per share) | $ 3.78 | |||
Aggregate shares received proceeds (in Shares) | 2,910,053 | |||
Common stock, issued (in Shares) | 202,731 | |||
Fair market value | $ 463,375 | |||
Stock-based compensation expense | 243,928 | |||
Reduction in accrued liabilities | 164,871 | |||
Prepaid expense | 54,576 | |||
Stock warrants exercisable | $ 0 | |||
Volatility rate | 117.46% | |||
Dividend yield | 0% | |||
Expected life | 5 years | |||
Aggregate fair value | $ 315,145 | |||
Professional fees | $ 11,457 | 36,138 | ||
Deferred Compensation, Share-Based Payments [Member] | ||||
Equity (Details) [Line Items] | ||||
Stock-based compensation expense | $ 68,262 | 152,323 | ||
Minimum [Member] | ||||
Equity (Details) [Line Items] | ||||
Risk-free rate | 1.37% | |||
Maximum [Member] | ||||
Equity (Details) [Line Items] | ||||
Risk-free rate | 1.53% | |||
Warrant [Member] | ||||
Equity (Details) [Line Items] | ||||
Stock warrants exercisable | $ 0 | |||
Private Placement [Member] | ||||
Equity (Details) [Line Items] | ||||
Dividend yield | 0% | |||
Expected life | 5 years | |||
Convertible notes payable | $ 176,786 | |||
Private Placement [Member] | Minimum [Member] | ||||
Equity (Details) [Line Items] | ||||
Volatility rate | 143.99% | |||
Risk-free rate | 3.58% | |||
Private Placement [Member] | Maximum [Member] | ||||
Equity (Details) [Line Items] | ||||
Volatility rate | 145.73% | |||
Risk-free rate | 3.94% | |||
Series A Preferred Stock [Member] | ||||
Equity (Details) [Line Items] | ||||
Stated value | $ 1,000 | |||
Shares issued (in Shares) | 9,000 | |||
Conversion price (in Dollars per share) | $ 10 | |||
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 | |||
Conversion price per share (in Dollars per share) | $ 11,000 | |||
Series B Convertible Preferred Stock Issued for Equity Method Investment [Member] | ||||
Equity (Details) [Line Items] | ||||
Equity interest | 40% | |||
Compensation and Related Benefits [Member] | ||||
Equity (Details) [Line Items] | ||||
Compensation and related benefits | 51,336 | 104,913 | ||
Research and Development Expense [Member] | ||||
Equity (Details) [Line Items] | ||||
Research and development expenses | $ 5,469 | $ 11,272 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of common stock issuable upon exercise of options outstanding | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
3.25 – 8.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | $ 3.25 |
Weighted Average Remaining Contractual Life (Years) | 3 years 9 months 14 days |
Weighted Average Exercise Price | $ 5.26 |
Number Exercisable at March 31, 2023 (in Shares) | shares | 269,137 |
Range of Exercise Price, upper limit | $ 8.2 |
Number Outstanding at March 31, 2023 (in Shares) | shares | 307,803 |
Weighted Average Exercise Price | $ 5.34 |
10.20 – 20.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | $ 10.2 |
Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 2 days |
Weighted Average Exercise Price | $ 16.5 |
Number Exercisable at March 31, 2023 (in Shares) | shares | 432,500 |
Range of Exercise Price, upper limit | $ 20 |
Number Outstanding at March 31, 2023 (in Shares) | shares | 432,500 |
Weighted Average Exercise Price | $ 16.5 |
23.00 – 28.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | $ 23 |
Weighted Average Remaining Contractual Life (Years) | 7 months 9 days |
Weighted Average Exercise Price | $ 26.91 |
Number Exercisable at March 31, 2023 (in Shares) | shares | 27,000 |
Range of Exercise Price, upper limit | $ 28 |
Number Outstanding at March 31, 2023 (in Shares) | shares | 27,000 |
Weighted Average Exercise Price | $ 26.91 |
3.25 – 28.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | $ 3.25 |
Weighted Average Remaining Contractual Life (Years) | 3 years |
Weighted Average Exercise Price | $ 12.36 |
Number Exercisable at March 31, 2023 (in Shares) | shares | 728,637 |
Range of Exercise Price, upper limit | $ 28 |
Number Outstanding at March 31, 2023 (in Shares) | shares | 767,303 |
Weighted Average Exercise Price | $ 12.76 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock option activities | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Options [Member] | |
Equity (Details) - Schedule of stock option activities [Line Items] | |
Number of Options, beginning balance | shares | 800,500 |
Number of Options, Granted | shares | 37,803 |
Number of Options, Expired | shares | (71,000) |
Number of Options, Ending balance | shares | 767,303 |
Number of Options, Options exercisable | shares | 728,637 |
Number of Options, Options expected to vest | shares | 38,666 |
Weighted Average Exercise Price [Member] | |
Equity (Details) - Schedule of stock option activities [Line Items] | |
Weighted Average Exercise Price, beginning balance | $ / shares | $ 13.03 |
Weighted Average Exercise Price, Granted | $ / shares | 4.85 |
Weighted Average Exercise Price, Expired | $ / shares | (15.97) |
Weighted Average Exercise Price, Ending balance | $ / shares | 12.36 |
Weighted Average Exercise Price, Options exercisable | $ / shares | 12.76 |
Weighted Average Exercise Price, Options expected to vest | $ / shares | $ 4.69 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of summary of the status of the company’s nonvested stock options granted | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule of summary of the status of the company’s nonvested stock options granted [Abstract] | |
Number of Options, Nonvested at beginning balance | shares | 20,000 |
Weighted Average Exercise Price, Nonvested at beginning balance | $ / shares | $ 4.29 |
Number of Options, Granted | shares | 37,803 |
Weighted Average Exercise Price, Granted | $ / shares | $ 4.85 |
Number of Options, Vested | shares | (19,137) |
Weighted Average Exercise Price, Vested | $ / shares | $ (4.58) |
Number of Options, Nonvested at ending balance | shares | 38,666 |
Weighted Average Exercise Price, Nonvested at ending balance | $ / shares | $ 4.69 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule of common stock issuable upon exercise of warrants outstanding [Abstract] | |
Exercise Price | $ / shares | $ 12.5 |
Number Outstanding at March 31, 2023 | 123,964 |
Weighted Average Remaining Contractual Life (Years) | 4 years 21 days |
Number Exercisable at March 31, 2023 | 123,964 |
Statutory Reserve and Restric_2
Statutory Reserve and Restricted Net Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | $ 1,006,578 |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Details) | Mar. 31, 2023 |
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) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Concentrations (Details) [Line Items] | |||
Outstanding rent receivable | 79.60% | 81.40% | |
Customer [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk, percentage | 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% | |
Supplies [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk, percentage | 10% | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Customer | [1] | 31% | 28% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Customer | 20% | 18% | |
Customer D [Member] | |||
Revenue, Major Customer [Line Items] | |||
Customer | 13% | 12% | |
[1]Less than 10% |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Information [Abstract] | |
Number of reportable segments | 1 |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Real property rental revenue | $ 296,165 | $ 297,631 |
Real property operating expenses | (248,445) | (218,448) |
Real property operating income | 47,720 | 79,183 |
Other operating expenses | (2,711,956) | (2,206,125) |
Other (expense) income: | ||
Interest expense | (156,226) | (39,686) |
Other income | 36,548 | 96,090 |
Net (loss) income | (2,783,914) | (2,070,538) |
Real property rental [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | 296,165 | 297,631 |
Real property operating expenses | (248,445) | (218,448) |
Real property operating income | 47,720 | 79,183 |
Other operating expenses | (113,711) | (107,053) |
Other (expense) income: | ||
Interest expense | ||
Other income | 4 | 4 |
Net (loss) income | (65,987) | (27,866) |
Corporate/Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | ||
Real property operating expenses | ||
Real property operating income | ||
Other operating expenses | (2,598,245) | (2,011,957) |
Other (expense) income: | ||
Interest expense | (156,226) | (39,686) |
Other income | 36,544 | |
Net (loss) income | $ (2,717,927) | (2,051,643) |
Medical related consulting services [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | ||
Real property operating expenses | ||
Real property operating income | ||
Other operating expenses | (87,115) | |
Other (expense) income: | ||
Interest expense | ||
Other income | 96,086 | |
Net (loss) income | $ 8,971 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of real property operating - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Total | $ 7,458,002 | $ 7,498,381 |
Real property operations [Member] | ||
Total | 7,344,620 | 7,367,360 |
Medical related consulting services [Member] | ||
Total | 408 | |
Corporate/Other [Member] | ||
Total | $ 113,382 | $ 130,613 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 7,458,002 | $ 7,498,381 |
United States [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,365,540 | 7,393,307 |
China [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 92,462 | $ 105,074 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | ||||||||
Feb. 09, 2023 USD ($) shares | Aug. 29, 2019 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 CNY (¥) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 CNY (¥) shares | Apr. 06, 2022 | Jul. 18, 2018 | May 29, 2018 USD ($) | May 29, 2018 CNY (¥) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense | $ 33,000 | $ 36,000 | ||||||||
Investment cash | 700,000 | ¥ 5,110,000 | $ 1,200,000 | ¥ 8,000,000 | ||||||
Cash service | 10,000,000 | |||||||||
Contribution amount | 6,660,000 | |||||||||
Capital contribution | 700,000 | ¥ 5,000,000 | ||||||||
Issued and outstanding equity interests | 20% | |||||||||
Cash | $ 6,000,000 | $ 154,000 | ||||||||
Shares issuance (in Shares) | shares | 202,731 | 202,731 | ||||||||
Preferred stock valued | $ 4,000,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Shares issuance (in Shares) | shares | 4,000 | |||||||||
Preferred stock valued | $ 4,000,000 | |||||||||
Unicorn [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Ownership percentage | 60% | 60% | ||||||||
Avalon Shanghai [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Ownership percentage | 40% | 40% | ||||||||
Avactis [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Ownership percentage | 40% | 60% | ||||||||
Arbele [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Ownership percentage | 40% | |||||||||
Line of Credit Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Line of credit | $ 20,000,000 | |||||||||
Line of credit bears interest at an annual rate | 5% | |||||||||
Received loan | $ 750,000 | |||||||||
Avalon Shanghai [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Investment cash | $ 1,500,000 | ¥ 10,000,000 | ||||||||
SCBC Holdings LLC [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Issued and outstanding equity interests | 20% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of supplemental cash flow information - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating lease | $ 33,209 | $ 35,759 |
Right-of-use assets obtained in exchange for lease obligation: | ||
Operating lease | $ 244,577 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of lease term and discount rate | Mar. 31, 2023 |
Schedule of Lease Term and Discount Rate [Abstract] | |
Weighted average remaining lease term (in years) | 1 year 10 months 2 days |
Weighted average discount rate | 11% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of maturity of lease liabilities | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule Of Maturity Of Lease Liabilities Abstract | |
2024 | $ 138,597 |
2025 | 104,497 |
2026 and thereafter | |
Total lease payments | 243,094 |
Amount of lease payments representing interest | (21,897) |
Total present value of operating lease liabilities | 221,197 |
Current portion | 121,124 |
Long-term portion | 100,073 |
Total | $ 221,197 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 30, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Loan from the lender | $ 100,000 |