Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | NONE | ||
Entity Information [Line Items] | |||
Entity Registrant Name | AVALON GLOBOCARE CORP. | ||
Entity Central Index Key | 0001630212 | ||
Entity File Number | 001-38728 | ||
Entity Tax Identification Number | 47-1685128 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 7,398,000 | ||
Entity Contact Personnel [Line Items] | |||
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 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (732) | ||
Local Phone Number | 780-4400 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | ALBT | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 11,104,534 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum llp |
Auditor Firm ID | 688 |
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 285,400 | $ 1,990,910 |
Rent receivable | 197,473 | 134,626 |
Prepaid expense and other current assets | 367,994 | 247,990 |
Total Current Assets | 850,867 | 2,373,526 |
NON-CURRENT ASSETS: | ||
Operating lease right-of-use assets, net | 128,250 | 10,885 |
Property and equipment, net | 38,083 | 138,294 |
Investment in real estate, net | 7,191,404 | 7,360,087 |
Equity method investments, net | 12,095,020 | 485,008 |
Advances for equity interest purchase | 8,999,722 | |
Other non-current assets | 278,912 | 384,383 |
Total Non-current Assets | 19,731,669 | 17,378,379 |
Total Assets | 20,582,536 | 19,751,905 |
CURRENT LIABILITIES: | ||
Accrued professional fees | 1,804,100 | 1,673,411 |
Accrued research and development fees | 208,772 | 838,001 |
Accrued payroll liability and compensation | 588,722 | 223,722 |
Accrued litigation settlement | 450,000 | 450,000 |
Accrued liabilities and other payables | 272,915 | 283,234 |
Operating lease obligation | 129,396 | 11,437 |
Equity method investment payable | 666,667 | |
Derivative liability | 24,796 | |
Convertible note payable, net | 1,925,146 | |
Total Current Liabilities | 6,762,686 | 3,579,805 |
NON-CURRENT LIABILITIES: | ||
Operating lease obligation - noncurrent portion | 4,855 | |
Accrued litigation settlement - noncurrent portion | 450,000 | |
Note payable, net | 5,596,219 | 4,563,152 |
Total Non-current Liabilities | 6,451,074 | 5,013,152 |
Total Liabilities | 13,213,760 | 8,592,957 |
Commitments and Contingencies (Note 20) | ||
EQUITY: | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 11,051,534 shares issued and 10,999,534 shares outstanding at December 31, 2023; 10,013,576 shares issued and 9,961,576 shares outstanding at December 31, 2022 | 1,105 | 1,005 |
Additional paid-in capital | 67,885,051 | 65,949,723 |
Less: common stock held in treasury, at cost; 52,000 shares at December 31, 2023 and 2022 | (522,500) | (522,500) |
Accumulated deficit | (79,769,731) | (63,062,721) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss | (231,727) | (213,137) |
Total Avalon GloboCare Corp. stockholders’ equity | 7,368,776 | 11,158,948 |
Noncontrolling interest | ||
Total Equity | 7,368,776 | 11,158,948 |
Total Liabilities and Equity | 20,582,536 | 19,751,905 |
Series A Convertible Preferred Stock | ||
EQUITY: | ||
Preferred stock, value | 9,000,000 | 9,000,000 |
Series B Convertible Preferred Stock | ||
EQUITY: | ||
Preferred stock, value | 11,000,000 | |
Related Party | ||
CURRENT LIABILITIES: | ||
Accrued liabilities and other payables - related parties | 206,458 | 100,000 |
Advance from sale of noncontrolling interest - related party | 485,714 | |
NON-CURRENT LIABILITIES: | ||
Loan payable - related party | $ 850,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 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 | 11,051,534 | 10,013,576 |
Common stock, outstanding | 10,999,534 | 9,961,576 |
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 | |
Series B Convertible Preferred Stock | ||
Preferred Stock, shares issued | 11,000 | 0 |
Preferred Stock, shares outstanding | 11,000 | 0 |
Liquidation preference (in Dollars) | $ 11 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RENTAL REVENUE | $ 1,255,681 | $ 1,202,169 |
OPERATING EXPENSES | 1,017,493 | 929,441 |
OPERATING INCOME | 238,188 | 272,728 |
LOSS FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO | (8,571,647) | |
OTHER OPERATING EXPENSES: | ||
Advertising and marketing expenses | 1,666,721 | 1,325,313 |
Professional fees | 3,076,477 | 2,909,652 |
Compensation and related benefits | 1,768,449 | 1,863,188 |
Research and development expenses | 109,618 | 731,328 |
Litigation settlement | 1,350,000 | |
Other general and administrative expenses | 798,959 | 886,142 |
Total Other Operating Expenses | 7,420,224 | 9,065,623 |
LOSS FROM OPERATIONS | (15,753,683) | (8,792,895) |
OTHER (EXPENSE) INCOME | ||
Interest expense - amortization of debt discount and debt issuance cost | (544,010) | (3,310,684) |
Interest expense - other | (773,780) | (185,751) |
Conversion inducement expense | (344,264) | |
Loss from equity method investment - Epicon | (18,175) | (41,863) |
Change in fair value of derivative liability | 188,374 | 600,749 |
Impairment of equity method investment - Epicon | (454,679) | |
Gain on debts extinguishment | 682,979 | |
Other (expense) income | (324) | 223,759 |
Total Other Expense, net | (953,327) | (3,137,952) |
LOSS BEFORE INCOME TAXES | (16,707,010) | (11,930,847) |
INCOME TAXES | ||
NET LOSS | (16,707,010) | (11,930,847) |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (16,707,010) | $ (11,930,847) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
Basic (in Dollars per share) | $ (1.59) | $ (1.28) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic (in Shares) | 10,528,975 | 9,328,609 |
COMPREHENSIVE LOSS: | ||
NET LOSS | $ (16,707,010) | $ (11,930,847) |
OTHER COMPREHENSIVE LOSS | ||
Unrealized foreign currency translation loss | (18,590) | (47,871) |
COMPREHENSIVE LOSS | (16,725,600) | (11,978,718) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (16,725,600) | (11,978,718) |
Related Party | ||
OTHER (EXPENSE) INCOME | ||
Interest expense - related party | $ (33,712) | $ (79,898) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss Per Common Share Attributable Common Shareholders diluted | $ (1.59) | $ (1.28) |
Weighted Average Common Shares Outstanding diluted | 10,528,975 | 9,328,609 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total |
Balance Beginning at Dec. 31, 2021 | $ 890 | $ 54,896,567 | $ (522,500) | $ (51,131,874) | $ 6,578 | $ (165,266) | $ 3,084,395 | |||
Balance Beginning (in Shares) at Dec. 31, 2021 | 8,897,518 | (52,000) | ||||||||
Sale of common stock, net | $ 5 | 362,323 | 362,328 | |||||||
Sale of common stock, net (in Shares) | 49,115 | |||||||||
Warrants issued with convertible debt offering | 498,509 | 498,509 | ||||||||
Conversion of convertible note payable and accrued interest into common stock | $ 57 | 4,072,901 | 4,072,958 | |||||||
Conversion of convertible note payable and accrued interest into common stock (in Shares) | 573,645 | |||||||||
Reclassification of derivative liability to equity | 2,181,820 | 2,181,820 | ||||||||
Issuance of common stock for settlement of loan payable and accrued interest - related party | $ 44 | 2,888,549 | 2,888,593 | |||||||
Issuance of common stock for settlement of loan payable and accrued interest - related party (in Shares) | 444,399 | |||||||||
Sale of common stock - related party | $ 5 | 349,995 | 350,000 | |||||||
Sale of common stock - related party (in Shares) | 44,872 | |||||||||
Sale of Series A Convertible Preferred Stock | $ 9,000,000 | 9,000,000 | ||||||||
Sale of Series A Convertible Preferred Stock (in Shares) | 9,000 | |||||||||
Issuance of common stock for services | $ 4 | 340,946 | 340,950 | |||||||
Issuance of common stock for services (in Shares) | 40,896 | |||||||||
Stock-based compensation | 358,113 | 358,113 | ||||||||
Shares issued for adjustments for 1:10 reverse split | ||||||||||
Shares issued for adjustments for 1:10 reverse split (in Shares) | (36,869) | |||||||||
Foreign currency translation adjustment | (47,871) | (47,871) | ||||||||
Net loss | (11,930,847) | (11,930,847) | ||||||||
Balance Ending 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 Ending (in Shares) at Dec. 31, 2022 | 9,000 | 10,013,576 | (52,000) | |||||||
Sale of common stock, net | $ 46 | 414,350 | 414,396 | |||||||
Sale of common stock, net (in Shares) | 456,627 | |||||||||
Issuance of common stock for services | $ 36 | 999,619 | 999,655 | |||||||
Issuance of common stock for services (in Shares) | 361,331 | |||||||||
Stock-based compensation | 284,977 | 284,977 | ||||||||
Shares issued for adjustments for 1:10 reverse split | $ 1 | (1) | ||||||||
Shares issued for adjustments for 1:10 reverse split (in Shares) | 50,000 | |||||||||
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 as convertible note payable commitment fee | $ 17 | 236,383 | 236,400 | |||||||
Issuance of common stock as convertible note payable commitment fee (in Shares) | 170,000 | |||||||||
Foreign currency translation adjustment | (18,590) | (18,590) | ||||||||
Net loss | (16,707,010) | (16,707,010) | ||||||||
Balance Ending at Dec. 31, 2023 | $ 9,000,000 | $ 11,000,000 | $ 1,105 | $ 67,885,051 | $ (522,500) | $ (79,769,731) | $ 6,578 | $ (231,727) | $ 7,368,776 | |
Balance Ending (in Shares) at Dec. 31, 2023 | 9,000 | 11,000 | 11,051,534 | (52,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (16,707,010) | $ (11,930,847) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Credit loss provision | 2,295 | |
Depreciation | 211,720 | 330,723 |
Change in straight-line rent receivable | 10,496 | (6,821) |
Amortization of operating lease right-of-use asset | 118,226 | 135,557 |
Stock-based compensation and service expense | 1,179,761 | 1,106,634 |
Loss from equity method investments | 8,589,822 | 41,863 |
Impairment of equipment held for sale | 22,285 | |
Impairment of equity method investment - Epicon | 454,679 | |
Amortization of debt issuance costs and debt discount | 544,010 | 3,310,684 |
Conversion inducement expense | 344,264 | |
Change in fair market value of derivative liability | (188,374) | (600,749) |
Gain on debts extinguishment | (682,979) | |
Changes in operating assets and liabilities: | ||
Rent receivable | (46,220) | (43,765) |
Security deposit | 396 | (416) |
Deferred leasing costs | 33,402 | 27,298 |
Prepaid expense and other assets | 411 | (45,996) |
Accrued liabilities and other payables | (16,601) | 331,425 |
Accrued liabilities and other payables - related parties | 106,458 | 79,898 |
Operating lease obligation | (112,915) | (141,556) |
NET CASH USED IN OPERATING ACTIVITIES | (6,504,718) | (7,037,224) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (22,159) | (1,749) |
Additional investment in equity method investment | (51,999) | |
Payments for equity interest purchase | (8,999,722) | |
NET CASH USED IN INVESTING ACTIVITIES | (22,159) | (9,053,470) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of note payable - related party | (390,000) | |
Proceeds from loan payable - related party | 850,000 | 100,000 |
Repayments of loan payable - related party | (410,000) | |
Proceeds from issuance of convertible debt and warrants | 2,565,000 | 3,718,943 |
Payments of convertible debt issuance costs | (327,200) | |
Repayments of convertible debt | (300,000) | |
Proceeds from issuance of balloon promissory note | 1,000,000 | 4,800,000 |
Payments of balloon promissory note issuance costs | (64,436) | (266,454) |
Proceeds from equity offering | 635,391 | 735,567 |
Disbursements for equity offering costs | (19,132) | (24,067) |
Advance from sale of noncontrolling interest in subsidiary | 485,714 | |
Proceeds from issuance of convertible preferred stock | 9,000,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,825,337 | 17,263,989 |
EFFECT OF EXCHANGE RATE ON CASH | (3,970) | 10,077 |
NET (DECREASE) INCREASE IN CASH | (1,705,510) | 1,183,372 |
CASH - beginning of year | 1,990,910 | 807,538 |
CASH - end of year | 285,400 | 1,990,910 |
Cash paid for: | ||
Interest | 718,753 | 176,000 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for accrued liabilities | 164,871 | 30,000 |
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 | 666,667 | |
Warrants issued as convertible note payable finder’s fee | 16,977 | |
Warrants issued with convertible note payable recorded as debt discount | 196,193 | 498,509 |
Bifurcated embedded conversion feature recorded as derivative liability and debt discount | 2,782,569 | |
Common stock issued as convertible note payable commitment fee | 236,400 | |
Deferred financing costs in accrued liabilities | 202,892 | |
Conversion of convertible note payable and accrued interest into common stock | 4,072,958 | |
Reclassification of derivative liability to equity | 2,181,820 | |
Related party loan and accrued interest settled in shares | $ 2,888,593 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 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 the Company acquired 100% of the outstanding securities of AHS in exchange for 5,000,000 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 was the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of AHS and its wholly owned subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) immediately following the consummation of this reverse merger transaction. AHS owns 100% of the capital stock of Avalon Shanghai, which is a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”). Avalon Shanghai was incorporated on April 29, 2016 and was engaged in medical related consulting services for customers. Due to the winding down of the medical related consulting services in 2022, the Company decided to cease all operations of Avalon Shanghai and no longer has any material revenues or expenses in Avalon Shanghai. As a result, Avalon Shanghai is no longer an operating entity. The Company is a commercial stage company dedicated to developing and delivering innovative, transformative, precision diagnostics and clinical laboratory services. The Company is establishing a leading role in the innovation of diagnostic testing, utilizing proprietary technology to deliver precise, genetics-driven results. The Company also provides laboratory services, offering a broad portfolio of diagnostic tests, including drug testing, toxicology, and a broad array of test services, from general bloodwork to anatomic pathology, and urine toxicology. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC (“Avalon RT 9”), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and operations. In addition, the property generates rental income. Avalon RT 9 owns this office building. Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. As of December 31, 2023, the occupancy rate of the building is 89.4%. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc. (“Avactis”), a Nevada corporation, which is a patent holding company. 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 PRC 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 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 subsidiaries, is engaged in providing laboratory testing services. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 2023 are as follows: Name of Subsidiary Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. Delaware 100% held by ALBT Holding company for payroll and other expenses Avalon RT 9 Properties LLC New Jersey 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. PRC 100% held by AHS Is not considered an operating entity Genexosome Technologies Inc. Nevada 60% held by ALBT No current activities to report, dormant Avactis Biosciences Inc. Nevada 60% held by ALBT Patent holding company Avactis Nanjing Biosciences Ltd. PRC 100% held by Avactis Owns a patent and is not considered an operating entity Avalon Laboratory Services, Inc. Delaware 100% held by ALBT Laboratory holding company with a 40% membership interest in Lab Services MSO |
Basis of Presentation and Going
Basis of Presentation and Going Concern Condition | 12 Months Ended |
Dec. 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 The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The Company is a commercial stage company dedicated to developing and delivering innovative, transformative, precision diagnostics and clinical laboratory services. The Company is establishing a leading role in the innovation of diagnostic testing, utilizing proprietary technology to deliver precise, genetics-driven results. The Company also provides laboratory services through its 40% equity investment in Lab Services MSO, offering a broad portfolio of diagnostic tests, including drug testing, toxicology, and a broad array of test services, from general bloodwork to anatomic pathology, and urine toxicology. In addition, the Company owns commercial real estate that houses its headquarters in Freehold, New Jersey. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a working capital deficit of approximately $5,912,000 at December 31, 2023 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $16,707,000 and $6,505,000 for the year ended December 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 income from equity method investment through its forty percent (40%) interest in Lab Services MSO 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 consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the years ended December 31, 2023 and 2022 include the useful life of property and equipment, investment in real estate, and intangible assets, the assumptions used in assessing impairment of long-term assets, the valuation of deferred tax assets and the associated valuation allowances, the valuation of stock-based compensation, the assumptions used to determine fair value of warrants and embedded conversion features of convertible note payable, and the fair value of the consideration given and assets acquired 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 mark et participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature . Assets and liabilities measured at fair value on a recurring basis. . Derivative liability. Significant Balance of derivative liability as of January 1, 2022 $ - Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable 2,782,569 Gain from change in the fair value of derivative liability (600,749 ) Reclassification of derivative liability to equity (2,181,820 ) Balance of derivative liability as of December 31, 2022 - Initial fair value of derivative liability attributable to warrants issuance with fund raise 213,170 Gain from change in the fair value of derivative liability (188,374 ) Balance of derivative liability as of December 31, 2023 $ 24,796 Assets and liabilities measured at fair value on a nonrecurring basis. Equipment held for sale. Equity method investment in Epicon Biotech Co., Ltd. Equity method investment in Laboratory Services MSO, LLC The factors used to determine fair value are subject to management’s judgment and expertise. These assumptions represent Level 3 inputs. Impairment of equity method investment in Laboratory Services MSO, LLC for the year ended December 31, 2023 was $9,196,682. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents At December 31, 2023 and 2022, the Company’s cash balances by geographic area were as follows: Country: December 31, 2023 December 31, 2022 United States $ 280,197 98.2 % $ 1,806,083 90.7 % China 5,203 1.8 % 184,827 9.3 % Total cash $ 285,400 100.0 % $ 1,990,910 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 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 $71,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2023, cash balances held in the PRC are RMB 36,827 (approximately $5,000), which was covered by such 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 December 31, 2023, there were no balances 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. Rent Receivable and Reserve for Credit Losses Rent receivable is presented net of reserve for credit losses. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. A reverse for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no material reverse for credit losses is deemed to be required on its rent receivable at December 31, 2023 and 2022. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2023 and 2022, deferred offering costs amounted to $175,136 and $174,107, of which $175,136 and $34,821 were included in prepaid expense and other current assets and $0 and $139,286 were included in other non-current assets, respectively. Deferred Leasing Costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. Property and Equipment Property and equipment are carried at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation, and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the year ended December 31, 2022, the Company incurred impairment charges in operations of $22,285 on the laboratory equipment. The valuations of the laboratory equipment, and the amounts of the impairment charge, were based on impairment assessments conducted on the equipment held for sale at December 31, 2022. Investment in Unconsolidated Companies The Company uses the equity method of accounting for its investments in, and earning or loss of, companies that it does not control but over which it does exert significant influence. The Company considers whether the fair values of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. Impairment of equity method investment amounted to $9,651,361 and $0 Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2023 and 2022, deferred rental income totaled $11,429 and $27,685, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets. Real Property Rental Revenue The Company has determined that 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. Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease. The Company begins recording rent expense on the lease possession date. Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $109,618 and $731,328 in the years ended December 31, 2023 and 2022, respectively. Advertising and Marketing Costs All costs related to advertising and marketing are expensed as incurred. For the years ended December 31, 2023 and 2022, advertising and marketing costs amounted to $1,666,721 and $1,325,313, respectively. Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. For United States entities, tax year that remains subject to examination is the years ended December 31, 2023, 2022, 2021 and 2020. For China entities, income tax returns for the tax years ended December 31, 2019 through December 31, 2023 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of December 31, 2023 and 2022. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, and Avalon Lab is the U.S. dollar and the functional currency of Avalon Shanghai is the Chinese Renminbi (“RMB”). For Avalon Shanghai whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2023 and 2022 were translated at 7.0786 RMB and 6.8979 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2023 and 2022 were 7.0752 RMB and 6.7309 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the years ended December 31, 2023 and 2022 consisted of net loss and unrealized loss from foreign currency translation adjustment. 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 years ended December 31, 2023 and 2022, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible note (using the if-converted method) and exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2023 2022 Options to purchase common stock 853,303 858,500 Warrants to purchase common stock 645,527 123,964 Series A convertible preferred stock (*) 900,000 900,000 Series B convertible preferred stock (**) 2,910,053 - Convertible notes (***) 911,111 572,145 Potentially dilutive securities 6,219,994 2,454,609 (*) Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.00 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. (***) Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $4.50 and $1.50 per share for the year ended December 31, 2023. Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.50 per share for the year ended December 31, 2022. Noncontrolling Interest As of December 31, 2023, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the year ended December 31, 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. On February 9, 2023, the Company purchased 40% of Lab Services MSO. Commencing from the purchase date, February 9, 2023, the Company is active in the management of Lab Services MSO. During the year ended December 31, 2023, the Company operated in two reportable business segments: (1) the real property operating segment, and (2) laboratory testing services segment (which commenced with the purchase date, February 9, 2023) since Lab Services MSO’s operating results are regularly reviewed by the Company’s chief operating decision maker to determine the resources to be allocated to the segment and assess its performance. The Company regularly reviews the operating results and performance of Lab Services MSO, for which the Company accounts for under the equity method. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Fiscal Year End The Company has adopted a fiscal year end of December 31st. Reverse Stock Split The Company effected a one-for-ten reverse stock split of its outstanding shares of common stock on January 5, 2023. The reverse split did not change the number of authorized shares of common stock or par value. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. Recent Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”). The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The adoption of this new guidance did not have any material impact on the Company’s consolidated financial statements. 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 business 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 consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Current Assets [Abstract] | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS At December 31, 2023 and 2022, prepaid expense and other current assets consisted of the following: December 31, December 31, Prepaid professional fees $ 33,062 $ 93,817 Prepaid directors and officers liability insurance premium 27,192 29,301 Deferred offering costs 175,136 34,821 Deferred leasing costs 33,402 33,402 Security deposit - 19,084 Due from broker 37,187 - Others 62,015 37,565 Total $ 367,994 $ 247,990 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT At December 31, 2023 and 2022, property and equipment consisted of the following: Useful life December 31, December 31, Laboratory equipment 5 Years $ 100,548 $ 374,183 Office equipment and furniture 3 – 10 Years 54,797 35,145 155,345 409,328 Less: accumulated depreciation (117,262 ) (271,034 ) $ 38,083 $ 138,294 For the years ended December 31, 2023 and 2022, depreciation expense of property and equipment amounted to $43,037 and $162,040, respectively, of which, $7,221 and $2,987 was included in real property operating expenses, $417 and $825 was included in other operating expenses, and $35,399 and $158,228 was included in research and development expense, respectively. |
Investment in Real Estate
Investment in Real Estate | 12 Months Ended |
Dec. 31, 2023 | |
Investment in Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | NOTE 6 – INVESTMENT IN REAL ESTATE At December 31, 2023 and 2022, investment in real estate consisted of the following: Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 529,372 529,372 8,237,943 8,237,943 Less: accumulated depreciation (1,046,539 ) (877,856 ) $ 7,191,404 $ 7,360,087 For both the years ended December 31, 2023 and 2022, depreciation expense of this commercial real property amounted to $168,683, which was included in real property operating expenses. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 7 – EQUITY METHOD INVESTMENTS Investment in Epicon Biotech Co., Ltd. As of December 31, 2023 and 2022, the equity method investment in Epicon Biotech Co., Ltd. (“Epicon”) amounted to $0 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 an unrelated company, Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), have an ownership interest in Epicon of 40% and 60%, respectively. Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and clinical transformation of scientific achievements. The Company is not involved in the management of Epicon. Therefore, it is a passive investment. In June 2023, the Company assessed its equity method investment in Epicon for any impairment and concluded that there were indicators of impairment as of June 30, 2023. The impairment is due to the Company’s conclusion that it will be unable to recover the carrying amount of the investment due to the investee’s series of operating losses and the inability of Avalon Shanghai’s joint venture partner (Unicorn) to obtain adequate funding to commence operations. The Company calculated that the estimated undiscounted cash flows were less than the carrying amount related to the equity method investment. The Company has recognized an impairment loss of $454,679 related to the equity method investment for the year ended December 31, 2023, which reduced the investment value to zero. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the consolidated balance sheets. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company has no commitment to fund additional losses of its equity method investments. 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, the Buyer acquired from the Seller, forty percent (40%) of 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 $20,666,667, which was 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”), which approximated the fair value, and (iii) a $666,667 cash payment on February 9, 2024. The Series B Preferred Stock is convertible into shares of the Company’s common stock at a conversion price per share equal to $3.78, which approximated the market price at the date of closing, or an aggregate of 2,910,053 shares of the Company’s common stock, which are subject to a lock-up period and restrictions on sale (See Note 14 — Series B Convertible Preferred Stock Issued for Equity Method Investment). Lab Services MSO, through its subsidiaries, is engaged in providing laboratory testing services. Avalon Lab and an unrelated company, have an ownership interest in Lab Services MSO of 40% and 60%, respectively. 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, the Company determined that it does have significant influence as a result of its board representation. Therefore, the Company treats the equity investment in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the purchased-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). At February 9, 2023 (date of investment), the excess of the Company’s share of the fair values of the investee’s identifiable net assets over the cost of the investment was approximately $19,460,000 which was attributable to intangible assets and goodwill. 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. Intangible assets consist of the valuation of identifiable intangible assets acquired, representing trade names and customers relationships, which are being amortized on a straight-line method over the estimated useful life of 15 years. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in the business acquisition of Lab Services MSO incurred on February 9, 2023. Goodwill is not amortized, but is tested for impairment at December 31, 2023. In December 2023, the Company assessed its equity method investment in Laboratory Services MSO, LLC for any impairment and concluded that there were indicators of impairment as of December 31, 2023. The Company calculated that the estimated undiscounted cash flows of goodwill were less than the carrying amount of goodwill related to the equity method investment. The Company has recognized an impairment loss of $9,196,682 related to the equity method investment for the year ended December 31, 2023. For the period from February 9, 2023 (date of investment) through December 31, 2023, the Company’s share of Lab Services MSO’s net income was $625,035, which was included in income from equity method investment — Lab Services MSO in the accompanying consolidated statements of operations and comprehensive loss. In the year ended December 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: The Company’s interest in the fair value of Lab Services MSO’s net assets at February 9, 2023 1,206,406 The Company’s interest in the net excess of Lab Services MSO’s fair value over net assets which was attributable to identifiable intangible assets at February 9, 2023 10,004,000 The Company’s interest in the net excess of Lab Services MSO’s fair value over net assets which was attributable to goodwill at February 9, 2023 9,456,261 20,666,667 Loss from equity method investment – Lab Services MSO: Lab Services MSO’s net income attributable to the Company 1,236,391 Intangible assets amortization amount (611,356 ) Impairment of goodwill (9,196,682 ) (8,571,647 ) Equity investment carrying amount at December 31, 2023 $ 12,095,020 As of December 31, 2023, the Company’s carrying value of the identified intangible assets and goodwill which are included in the equity investment carrying amount was $9,392,644 and $259,579, respectively. The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, Current assets $ 4,930,254 Noncurrent assets 5,228,044 Current liabilities 828,713 Noncurrent liabilities 4,104,183 Equity 5,225,402 For the Period from Net revenue $ 12,699,683 Gross profit 4,744,277 Income from operation 2,393,830 Net income 3,090,977 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Payables [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 8 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2023 and 2022, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 43,500 Tenants’ security deposit 81,233 73,733 Accrued business expense reimbursement 25,061 52,437 Accrued utilities 15,166 15,631 Deferred rental income 11,429 27,685 Accrued real property cleaning service fee 7,570 23,564 Interest payable 55,027 - Taxes payable 11,794 7,337 Others 22,135 39,347 Total $ 272,915 $ 283,234 |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – CONVERTIBLE NOTE PAYABLE 2022 Convertible Note On March 28, 2022, the Company entered into Securities Purchase Agreement with an accredited investor, which was amended on June 8, 2022, providing for the sale by the Company to the investor of a Convertible Note in the amount of $3,718,943 (“2022 Convertible Note”). In addition to the 2022 Convertible Note, the investor also received a Stock Purchase Warrant (“2022 Warrant”) to acquire an aggregate of 123,964 shares of common stock. The 2022 Warrant is exercisable for five years at an exercise price of $12.5. The financing closed with respect to: ● $2,669,522 of the financing on April 15, 2022, ● $659,581 of the financing on April 29, 2022, ● $199,840 of the financing on May 18, 2022, and ● $190,000 of the financing on May 25, 2022. As a result of each of the closings, the Company issued the investor a 2022 Convertible Note in the principal amount of $2,669,522 and a 2022 Warrant to acquire 88,984 shares of common stock dated April 15, 2022, a 2022 Convertible Note in the principal amount of $659,581 and a 2022 Warrant to acquire 21,986 shares of common stock dated April 29, 2022, a 2022 Convertible Note in the principal amount of $199,840 and a 2022 Warrant to acquire 6,661 shares of common stock dated May 18, 2022, and a 2022 Convertible Note in the principal amount of $190,000 and a 2022 Warrant to acquire 6,333 shares of common stock dated May 25, 2022. Interest accrued on the principal amount at 1.0% per annum. The investor may elect to convert all or part of the 2022 Convertible Note, plus accrued interest, at any time into shares of common stock of the Company at a conversion price equal to 95% of the average of the highest three trading prices for the common stock during the 20-trading day period ending one trading day prior to the conversion date but in no event will the conversion price be lower than $0.75 per share. The investor agreed to restrict its ability to convert the 2022 Convertible Note and exercise the 2022 Warrant and receive shares of common stock such that the number of shares of common stock held by the investor after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. Further, the investor agreed to not sell or transfer any or all of the shares of common stock underlying the 2022 Convertible Note or the 2022 Warrant for a period of 90 days beginning on the closing date (the “Lock-Up Period”). Following the expiration of the Lock-Up Period, the investor has agreed to limit its sale or transfer of such shares of common stock to a maximum monthly amount equal to 20% of the shares of common stock issuable upon conversion of the 2022 Convertible Note. The Company agreed to use its reasonable best efforts to file a registration statement on Form S-3 (or other appropriate form) providing for the resale by the investor of the shares of common stock underlying the 2022 Convertible Note and the 2022 Warrant. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that all the warrants issued to the investor with this private placement were classified as equity in additional paid in-capital. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair values of the warrants issued to the investor with this private placement were computed using the Black-Scholes option-pricing model with the following assumptions: volatility of 111.94%, risk-free rate of 2.71% - 2.92%, annual dividend yield of 0% and expected life of 5 In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, and recorded debt discount and derivative liabilities in accordance with the provisions of the convertible debt (see Note 10). The Company calculated the fair value of conversion option at the commitment dates using the Black-Scholes valuation model with the following assumptions: volatility of 95.97%, risk-free rate of 2.75% - 2.89%, annual dividend yield of 0% and expected life of 10 The warrants issued to the investor to purchase 123,964 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $498,509 and had been amortized over the term of the 2022 Convertible Note. Additionally, the fair value of embedded conversion option at commitment dates, which was valued at $2,782,569, was recorded as a discount on the convertible note payable and had been amortized over the term of the 2022 Convertible Note. Hence, in connection with the issuance of the 2022 Convertible Note and 2022 Warrant, the Company recorded a total debt discount of $3,281,078, which had been amortized over the term of the convertible note payable. On July 25, 2022, the Company and the investor entered into a Conversion Agreement (“Conversion Agreement”) pursuant to which the investor converted all of its Convertible Notes in the principal amount of $3,718,943 and unpaid interest of $9,751 into 573,645 shares of common stock of the Company at a per share price of $6.5 (see Note 14 - Common Shares Issued for Debt Conversion). The Company recorded a conversion inducement charge of $344,264 as a result of the Conversion Agreement, representing the value of common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2022 Convertible Note. For the year ended December 31, 2022, amortization of debt discount and interest expense related to the 2022 Convertible Note amounted to $3,281,078 and $9,751, which have been included in interest expense – amortization of debt discount and debt issuance cost and interest expense – other, respectively, on the accompanying consolidated statements of operations and comprehensive loss. May 2023 Convertible Note On May 23, 2023, the Company entered into securities purchase agreements with Mast Hill Fund, L.P. (“Mast Hill”) for the issuance of 13.0% senior secured promissory notes in the aggregate principal amount of $1,500,000 (collectively, the “May 2023 Convertible Note”) convertible into shares of common stock, par value $0.0001 per share, of the Company, as well as the issuance of 75,000 shares of common stock as a commitment fee and warrants for the purchase of 230,500 shares of common stock of the Company. The Company and its subsidiaries have also entered into a security agreement, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the May 2023 Convertible Note. Principal amount and interest under the May 2023 Convertible Note are convertible into shares of common stock of the Company at a conversion price of $4.50 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $4.50 or the trading price of the shares, subject to a floor of $1.50. Mast Hill acquired the May 2023 Convertible Note with principal amount of $1,500,000 and paid the purchase price of $1,425,000 after an original issue discount of $75,000. On May 23, 2023, the Company issued (i) a warrant to purchase 125,000 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023, (ii) a warrant to purchase 105,500 shares of common stock with an exercise price of $3.20 exercisable until the five-year anniversary of May 23, 2023, which warrant shall be cancelled and extinguished against payment of the May 2023 Convertible Note, and (iii) 75,000 shares of common stock as a commitment fee for the purchase of the May 2023 Convertible Note, which were earned in full as of May 23, 2023. On May 23, 2023, the Company delivered such duly executed May 2023 Convertible Note, warrants and common stock to Mast Hill against delivery of such purchase price. The Company is obligated to make amortization payments in cash to Mast Hill towards the repayment of the May 2023 Convertible Note, as provided in the following table: Payment Date: Payment Amount: November 23, 2023 $150,000 plus accrued interest through November 23, 2023 December 23, 2023 $150,000 plus accrued interest through December 23, 2023 January 23, 2024 $200,000 plus accrued interest through January 23, 2024 February 23, 2024 $250,000 plus accrued interest through February 23, 2024 March 23, 2024 $250,000 plus accrued interest through March 23, 2024 April 23, 2024 $300,000 plus accrued interest through April 23, 2024 May 23, 2024 The entire remaining outstanding balance of the May 2023 Convertible Note In connection with the issuance of the May 2023 Convertible Note, the Company incurred debt issuance costs of $175,162 (including the issuance of 10,000 warrants as a finder’s fee) which is capitalized and will be amortized into interest expense over the term of the May 2023 Convertible Note. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Mast Hill and a third party as a finder’s fee met the definition of a derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 105,500 warrants with an exercise price of $3.20 exercisable until the five-year anniversary of May 23, 2023, which warrant shall be cancelled and extinguished against payment of the May 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 was classified as derivative liability on May 23, 2023. The fair values of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 issued on May 23, 2023 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $1.96, volatility of 88.80%, risk-free rate of 3.76%, annual dividend yield of 0% and expected life of 5 years. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are accounted for as derivative liability. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, recording debt discount and derivative liability in accordance with the provisions of the convertible debt (see Note 10). However, management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the embedded conversion feature has been estimated to be zero. The Company recorded a total debt discount of $349,654 related to the original issue discount, common shares issued and warrants issued to Mast Hill, which will be amortized over the term of the May 2023 Convertible Note. For the year ended December 31, 2023, amortization of debt discount and debt issuance costs and interest expense related to the May 2023 Convertible Note amounted to $307,123 and $115,450, respectively, which have been included in interest expense — amortization of debt discount and debt issuance cost and interest expense — other on the accompanying consolidated statements of operations and comprehensive loss. July 2023 Convertible Note On July 6, 2023, the Company entered into securities purchase agreements with Firstfire Global Opportunities Fund, LLC (“Firstfire”) for the issuance of 13.0% senior secured promissory notes in the aggregate principal amount of $500,000 (collectively, the “July 2023 Convertible Note”) convertible into shares of common stock, par value $0.0001 per share, of the Company, as well as the issuance of 25,000 shares of common stock as a commitment fee and warrants for the purchase of 76,830 shares of common stock of the Company. The Company and its subsidiaries have also entered into a security agreement, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the July 2023 Convertible Note. Principal amount and interest under the July 2023 Convertible Note are convertible into shares of common stock of the Company at a conversion price of $4.50 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $4.50 or the trading price of the shares, subject to a floor of $1.50. Firstfire acquired the July 2023 Convertible Note with principal amount of $500,000 and paid the purchase price of $475,000 after an original issue discount of $25,000. On July 6, 2023, the Company issued (i) a warrant to purchase 41,665 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023, (ii) a warrant to purchase 35,165 shares of common stock with an exercise price of $3.20 exercisable until the five-year anniversary of July 6, 2023, which warrant shall be cancelled and extinguished against payment of the July 2023 Convertible Note, and (iii) 25,000 shares of common stock as a commitment fee for the purchase of the July 2023 Convertible Note, which were earned in full as of July 6, 2023. On July 6, 2023, the Company delivered such duly executed July 2023 Convertible Note, warrants and common stock to Firstfire The Company is obligated to make amortization payments in cash to Firstfire towards the repayment of the July 2023 Convertible Note, as provided in the following table: Payment Date: Payment Amount: January 6, 2024 $50,000 plus accrued interest through January 6, 2024 February 6, 2024 $50,000 plus accrued interest through February 6, 2024 March 6, 2024 $66,000 plus accrued interest through March 6, 2024 April 6, 2024 $83,000 plus accrued interest through April 6, 2024 May 6, 2024 $83,000 plus accrued interest through May 6, 2024 June 6, 2024 $100,000 plus accrued interest through June 6, 2024 July 6, 2024 The entire remaining outstanding balance of the July 2023 Convertible Note In connection with the issuance of the July 2023 Convertible Note, the Company incurred debt issuance costs of $74,204 (including the issuance of 3,333 warrants as a finder’s fee), which is capitalized and will be amortized into interest expense over the term of the July 2023 Convertible Note. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Firstfire and a third party as a finder’s fee meet the definition of a derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 35,165 warrants with an exercise price of $3.20 exercisable until the five-year anniversary of July 6, 2023, which warrant shall be cancelled and extinguished against payment of the July 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 was classified as a derivative liability on July 6, 2023. The fair values of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 issued on July 6, 2023 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $1.42, volatility of 88.52%, risk-free rate of 4.37%, annual dividend yield of 0% and expected life of 5 years. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are accounted for as derivative liability. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, recording debt discount and derivative liability in accordance with the provisions of the convertible debt (see Note 10). However, management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the embedded conversion feature has been estimated to be zero. The Company recorded a total debt discount of $89,191 related to the original issue discount, common shares issued and warrants issued to Firstfire, which will be amortized over the term of the July 2023 Convertible Note. For the year ended December 31, 2023, amortization of debt discount and debt issuance costs and interest expense related to the July 2023 Convertible Note amounted to $78,974 and $31,164, respectively, which have been included in interest expense — amortization of debt discount and debt issuance cost and interest expense — other on the accompanying consolidated statements of operations and comprehensive loss. October 2023 Convertible Note On October 9, 2023, the Company entered into securities purchase agreements with Mast Hill and Firstfire for the issuance of 13.0% senior secured promissory notes in the aggregate principal amount of $700,000 (collectively, the “October 2023 Convertible Note”) convertible into shares of common stock, par value $0.0001 per share, of the Company, as well as the issuance of 70,000 shares of common stock as a commitment fee and warrants for the purchase of 192,500 shares of common stock of the Company. The Company and its subsidiaries have entered into that certain security agreements, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the October 2023 Convertible Note. Principal amount and interest under the October 2023 Convertible Note are convertible into shares of common stock of the Company at a conversion price of $1.50 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $1.50 or the market price (as defined in the October 2023 Convertible Note) of the shares. Mast Hill acquired the October 2023 Convertible Note with principal amount of $350,000 and paid the purchase price of $332,500 after an original issue discount of $17,500. On October 9, 2023, the Company issued (i) a warrant to purchase 52,500 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023, (ii) a warrant to purchase 43,750 shares of common stock with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, and (iii) 35,000 shares of common stock as a commitment fee for the purchase of the October 2023 Convertible Note, which were earned in full as of October 9, 2023. On October 9, 2023, the Company delivered such duly executed October 2023 Convertible Note, warrants and common stock to Mast Hill against delivery of such purchase price. The Company is obligated to make amortization payments in cash to Mast Hill towards the repayment of the October 2023 Convertible Note, as provided in the following table: Payment Date: Payment Amount: April 9, 2024 $35,000 plus accrued interest through April 9, 2024 May 9, 2024 $35,000 plus accrued interest through May 9, 2024 June 9, 2024 $46,667 plus accrued interest through June 9, 2024 July 9, 2024 $58,333 plus accrued interest through July 9, 2024 August 9, 2024 $58,333 plus accrued interest through August 9, 2024 September 9, 2024 $70,000 plus accrued interest through September 9, 2024 October 9, 2024 The entire remaining outstanding balance of the October 2023 Convertible Note Firstfire acquired the October 2023 Convertible Note with principal amount of $350,000 and paid the purchase price of $332,500 after an original issue discount of $17,500. On October 9, 2023, the Company issued (i) a warrant to purchase 52,500 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023, (ii) a warrant to purchase 43,750 shares of common stock with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, and (iii) 35,000 shares of common stock as a commitment fee for the purchase of the October 2023 Convertible Note, which were earned in full as of October 9, 2023. On October 9, 2023, the Company delivered such duly executed October 2023 Convertible Note, warrants and common stock to Firstfire against delivery of such purchase price. The Company is obligated to make amortization payments in cash to Firstfire towards the repayment of the October 2023 Convertible Note, as provided in the following table: Payment Date: Payment Amount: April 9, 2024 $35,000 plus accrued interest through April 9, 2024 May 9, 2024 $35,000 plus accrued interest through May 9, 2024 June 9, 2024 $46,667 plus accrued interest through June 9, 2024 July 9, 2024 $58,333 plus accrued interest through July 9, 2024 August 9, 2024 $58,333 plus accrued interest through August 9, 2024 September 9, 2024 $70,000 plus accrued interest through September 9, 2024 October 9, 2024 The entire remaining outstanding balance of the October 2023 Convertible Note In connection with the issuance of the October 2023 Convertible Note, the Company incurred debt issuance costs of $95,349 (including the issuance of 8,400 warrants as a finder’s fee), which is capitalized and will be amortized into interest expense over the term of the October 2023 Convertible Note. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Mast Hill and Firstfire and a third party as a finder’s fee meet the definition of a derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 87,500 warrants with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 was classified as a derivative liability on October 9, 2023. The fair values of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 issued on October 9, 2023 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $0.77, volatility of 89.70%, risk-free rate of 4.75%, annual dividend yield of 0% and expected life of 5 October 2023 Convertible Note (continued) In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are accounted for as derivative liability. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. In accordance with ASC 480-10-25-14, the Company determined that the conversion provisions contain an embedded derivative feature and the Company valued the derivative feature separately, recording debt discount and derivative liability in accordance with the provisions of the convertible debt (see Note 10). However, management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the embedded conversion feature has been estimated to be zero. The Company recorded a total debt discount of $128,748 related to the original issue discount, common shares issued and warrants issued to Mast Hill and Firstfire, which will be amortized over the term of the October 2023 Convertible Note. For the year ended December 31, 2023, amortization of debt discount and debt issuance costs and interest expense related to the October 2023 Convertible Note amounted to $51,356 and $20,444, respectively, which have been included in interest expense — amortization of debt discount and debt issuance cost and interest expense — other on the accompanying consolidated statements of operations and comprehensive loss. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY As stated in Note 9, 2022 Convertible Note, the Company determined that the convertible note payable contained an embedded derivative feature in the form of a conversion provision which was adjustable based on future prices of the Company’s common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The estimated fair value of the derivative feature of convertible debt was $2,782,569 at commitment dates, which was calculated using the following assumptions: volatility of 95.97%, risk-free rate of 2.75% - 2.89%, annual dividend yield of 0% and expected life of 10 9.8 Increases or decreases in fair value of the derivative liability is included as a component of total other (expenses) income in the accompanying consolidated statements of operations and comprehensive loss. The change to the derivative liability for the embedded conversion option resulted in a decrease of $600,749 in the derivative liability and the corresponding increase in other income as a gain for the year ended December 31, 2022. As stated in Note 9, May 2023 Convertible Note, July 2023 Convertible Note, and October 2023 Convertible Note, the Company determined that the convertible note payable contains an embedded derivative feature in the form of a conversion provision which is adjustable based on future prices of the Company’s common stock. In accordance with ASC 815-10-25, each derivative feature is initially recorded at its fair value using the Black-Scholes option valuation method and then re-value at each reporting date, with changes in the fair value reported in the statements of operations. However, on May 23, 2023, July 6, 2023, October 9, 2023, and December 31, 2023, management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the embedded conversion feature has been estimated to be zero. On May 23, 2023, the Company issued 240,500 warrants to Mast Hill and a third party as a finder’s fee (see Note 9). Upon evaluation, the warrants meet the definition of a derivative liability under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 105,500 warrants with an exercise price of $3.20 exercisable until the five-year anniversary of May 23, 2023, which warrant shall be cancelled and extinguished against payment of the May 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 was classified as a derivative liability on May 23, 2023. On May 23, 2023, the estimated fair value of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 issued were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $1.96, volatility of 88.80%, risk-free rate of 3.76%, annual dividend yield of 0% and expected life of 5 years. On December 31, 2023, the estimated fair value of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 as derivative liability was $14,805. The estimated fair value of the warrants was computed as of December 31, 2023 using Black-Scholes option-pricing model, with the following assumptions: stock price of $0.48, volatility of 83.96%, risk-free rate of 3.84%, annual dividend yield of 0% and expected life of 4.4 years. On July 6, 2023, the Company issued 80,163 warrants to Firstfire and a third party as a finder’s fee (see Note 9). Upon evaluation, the warrants meet the definition of a derivative liability under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 35,165 warrants with an exercise price of $3.20 exercisable until the five-year anniversary of July 6, 2023, which warrant shall be cancelled and extinguished against payment of the July 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 was classified as a derivative liability on July 6, 2023. On July 6, 2023, the estimated fair values of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 issued were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $1.42, volatility of 88.52%, risk-free rate of 4.37%, annual dividend yield of 0% and expected life of 5 years. On December 31, 2023, the estimated fair value of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 as derivative liability was $5,098. The estimated fair value of the warrants was computed as of December 31, 2023 using Black-Scholes option-pricing model, with the following assumptions: stock price of $0.48, volatility of 83.66%, risk-free rate of 3.84%, annual dividend yield of 0% and expected life of 4.5 On October 9, 2023, the Company issued 200,900 warrants to Mast Hill and Firstfire and a third party as a finder’s fee (see Note 9). Upon evaluation, the warrants meet the definition of a derivative liability under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 87,500 warrants with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 was classified as a derivative liability on October 9, 2023. On October 9, 2023, the estimated fair values of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 issued were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $0.77, volatility of 89.70%, risk-free rate of 4.75%, annual dividend yield of 0% and expected life of 5 On December 31, 2023, the estimated fair value of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 as derivative liability was $20,920. The estimated fair value of the warrants was computed as of December 31, 2023 using Black-Scholes option-pricing model, with the following assumptions: stock price of $0.48, volatility of 86.33%, risk-free rate of 3.84%, annual dividend yield of 0% and expected life of 4.8 years. Increases or decreases in fair value of the derivative liability is included as a component of total other (expenses) income in the accompanying consolidated statements of operations and comprehensive loss. The changes to the derivative liability resulted in a decrease of $188,374 in the derivative liability and the corresponding increase in other income as a gain for the year ended December 31, 2023. |
Note Payable, Net
Note Payable, Net | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable, Net [Abstract] | |
NOTE PAYABLE, NET | NOTE 11 – NOTE PAYABLE, NET On September 1, 2022, the Company issued a balloon promissory note in the form of a mortgage on its headquarters to a third party company in the principal amount of $4,800,000, which carries interest of 11.0% per annum. 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 principal of $4,800,000 can be extended for an additional 36 months, provided that the Company has not defaulted. The Company may not prepay the principal of $ 4,800,00 In May 2023, the Company borrowed $1,000,000 from the same lender. The principal of $1,000,000 accrues interest at an annual rate of 13.0% and is payable in monthly installments of interest-only in the amount of $10,833, commencing in June 2023 and continuing through October 2025 (at which point any unpaid balance of principal, interest and other charges are due and payable). The loan is secured by a second-lien mortgage on certain real property and improvements located at 4400 Route 9, Freehold, Monmouth County, New Jersey. The note payable as of December 31, 2023 and 2022 is as follows: December 31, December 31, Principal amount $ 5,800,000 $ 4,800,000 Less: unamortized debt issuance costs (203,781 ) (236,848 ) Note payable, net $ 5,596,219 $ 4,563,152 For the year ended December 31, 2023 and 2022, amortization of debt issuance costs related to note payable amounted to $106,557 and $29,606, respectively, which have been included in interest expense — amortization of debt discount and debt issuance cost on the accompanying consolidated statements of operations and comprehensive loss. For the year ended December 31, 2023 and 2022, interest expense related to note payable amounted to $606,722 and $176,000, respectively, which have been included in interest expense - other on the accompanying consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS Rental Revenue from Related Party and Rent Receivable – Related Party The Company leases space of its commercial real property located in New Jersey to a company, D.P. Capital Investments LLC, which is controlled by Wenzhao Lu, the Company’s largest shareholder and chairman of the Board of Directors. The term of the related party lease agreement is five years commencing on May 1, 2021 and will expire on April 30, 2026. For both the years ended December 31, 2023 and 2022, the related party rental revenue amounted to $50,400 and has been included in rental revenue on the accompanying consolidated statements of operations and comprehensive loss. At December 31, 2023 and 2022, the related party rent receivable totaled $124,500 and $74,100, respectively, which has been included in rent receivable on the accompanying consolidated balance sheets, and no allowance for doubtful accounts was deemed to be required on the receivable. Services Provided by Related Party From time to time, Wilbert Tauzin, a director of the Company, and his son provide consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $86,528 and $144,064 for the years ended December 31, 2023 and 2022, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. Accrued Liabilities and Other Payables – Related Parties In 2017, the Company acquired Beijing Genexosome for a cash payment of $450,000. As of December 31, 2023 and 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 consolidated balance sheets. During the period from June 2023 through December 2023, Lab Services MSO paid shared expense on behalf of the Company. As of December 31, 2023, the balance due to Lab Services MSO amounted to $72,746, which has been included in accrued liabilities and other payables — related parties on the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, $33,712 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 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 bear interest at an annual rate of 5% and each individual loan is payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. In the years ended December 31, 2023 and 2022, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at January 1, 2022 $ 2,750,262 Draw down from Line of Credit 100,000 Repayment of Line of Credit (410,000 ) Settlement of Line of Credit in shares (2,440,262 ) Outstanding principal under the Line of Credit at December 31, 2022 - Draw down from Line of Credit 850,000 Outstanding principal under the Line of Credit at December 31, 2023 $ 850,000 For the years ended December 31, 2023 and 2022, the interest expense related to related party borrowings amounted to $33,712 and $79,898, respectively, and has been reflected as interest expense — related party on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the related accrued and unpaid interest for Line of Credit was $33,712 and $0, respectively, and has been included in accrued liabilities and other payables — related parties on the accompanying consolidated balance sheets. As of December 31, 2023, the Company used approximately $6.8 million of the credit facility and has approximately $13.2 million remaining available under the Line of Credit. Common Shares Sold to Related Party for Cash On August 5, 2022, the Company sold 44,872 shares of its common stock at a purchase price of $7.8 per share, the fair market value on transaction date, to Wenzhao Lu pursuant to a subscription agreement. The Company received proceeds of $350,000 (See Note 14 – Common Shares Sold for Cash). Series A Convertible Preferred Stock Sold to Related Party for Cash On December 14, 2022, the Company entered into a Securities Purchase Agreement with Wenzhao Lu, the Company’s Chairman of the Board, pursuant to which the Company sold to Mr. Lu 4,000 shares of its Series A Preferred Stock, stated value $1,000, for the gross proceeds of $4,000,000 (See Note 14 – Series A Convertible Preferred Stock Sold for Cash). Membership Interest Purchase Agreement On November 17, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Wenzhao Lu (the “Purchaser”), the largest shareholder and Chairman of the Board of Directors of the Company, pursuant to which (i) the Purchaser will acquire from the Company 30% of the total outstanding membership interests of Avalon RT 9, a wholly owned subsidiary of the Company for a cash purchase price of $3,000,000 (the “Acquisition”), and (ii) for a period of twelve months following the closing of the Acquisition, the Purchaser shall have the option to purchase from the Company up to an additional 70% of the outstanding membership interests of Avalon RT 9 for a purchase price of up to $7,000,000 (the “Option”), subject to the terms and conditions of a membership interest purchase agreement to be negotiated and entered into between the Purchaser and the Company at such time that the Purchaser desires to exercise the Option The Acquisition was not closed as of December 31, 2023. The Company received $485,714 from Wenzhao Lu as of December 31, 2023 which was recorded as advance from sale of noncontrolling interest – related party on the accompanying consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. Under the Income Tax Laws of PRC, Chinese companies are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company has a cumulative deficit from its foreign subsidiary of $3,135,027 as of December 31, 2023, which is included in the consolidated accumulated deficit. The Company’s loss before income taxes includes the following components: Years Ended December 31, 2023 2022 United States loss before income taxes $ (15,928,780 ) $ (11,567,154 ) China loss before income taxes (778,230 ) (363,693 ) Total loss before income taxes $ (16,707,010 ) $ (11,930,847 ) Components of income taxes expense (benefit) consisted of the following: Years Ended December 31, 2023 2022 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (3,256,007 ) $ (1,729,700 ) U.S. state and local (1,102,392 ) (585,627 ) China (183,443 ) 209,806 Total deferred income taxes (benefit) $ (4,541,842 ) $ (2,105,521 ) Change in valuation allowance 4,541,842 2,105,521 Total income taxes expense $ - $ - The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 U.S. federal rate 21.0 % 21.0 % U.S. state rate 6.7 % 5.6 % Permanent difference (0.1 )% (3.8 )% Non-US rate differential 0.2 % 0.1 % True ups (0.6 )% (5.3 )% U.S. valuation allowance (27.2 )% (17.6 )% Total provision for income taxes 0.0 % 0.0 % For the years ended December 31, 2023 and 2022, the Company did not incur any income taxes expense since it did not generate any taxable income in those periods. The Company’s foreign entity did not pay any income taxes during the years ended December 31, 2023 and 2022. The Company’s components of deferred taxes as of December 31, 2023 and 2022 were as follows: December 31, December 31, Deferred tax assets Stock-based compensation $ 3,501,507 $ 3,499,969 Disallowed business interest deduction 9,476 - Research and development expense 130,823 137,864 Accrued directors’ compensation 165,490 47,787 Accrued settlement 126,945 126,495 Partnership Investment 2,422,744 - Lease liability 20,935 1,687 Capital Loss Limitation 149,394 - Net operating loss carryforward 15,493,570 13,634,920 Total deferred tax assets, gross 22,020,434 17,448,722 Valuation allowance (21,871,551 ) (17,329,708 ) Total deferred tax assets, net $ 148,884 $ 119,014 Deferred tax liabilities Fixed assets and intangible assets book/tax basis difference (129,636 ) (119,014 ) Right-of-use assets (19,248 ) - Total deferred tax liabilities $ (148,884 ) $ (119,014 ) Net deferred tax assets $ - $ - As of December 31, 2023 and 2022, the Company’s both federal and state net operating loss carryforwards amounted to $52,929,248 and $46,969,776, respectively. As of December 31, 2023, the Company has $48,003,744 of U.S. federal net operating loss carryovers that have no expiration date, and $2,487,555 of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. As of December 31, 2023, the Company had net operating loss carryforwards in China of $2,460,636 that begin to expire in 2024. Additionally, as of December 31, 2023, $61,847 of the future utilization of the net operating loss carryforward to offset future taxable income is subject to special tax rules which may limit their usage under IRS Section 382 (Change of Ownership) and possibly the Separate Return Limitation Year (“SRLY”) rules. A full valuation allowance has been provided against the Company’s deferred tax assets at December 31, 2023 as the Company believes it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. The Company has been notified and assessed an IRS Section 6038 penalty of $10,000 for failure to file a foreign entity tax disclosure. The Company has appealed the penalty and awaits the Internal Revenue Service’s review of the appeal. There is no assurance such appeal will be successful. The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from 2020 to 2023, and open for audit by the Chinese Ministry of Finance from 2019 to 2023. There were no material uncertain tax positions as of December 31, 2023 and 2022. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense, if any. The Company does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 14 – EQUITY The Company is authorized to issue an aggregate of 490,000,000 shares of common stock and 10,000,000 shares of “blank check” preferred stock. 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. During the year ended December 31, 2022, the Company sold an aggregate of 9,000 shares of Series A Preferred stock and received proceeds of $9,000,000. Each share of Series A Preferred Stock shall be convertible, at any time and from time to time from and after the later of (i) the date of the stockholder approval, in accordance with the Nasdaq Stock Market Listing Rules, and (ii) the nine (9) month anniversary of the Closing (the “Initial Conversion Date”), at the option of the Series A Holder, into that number of shares of common stock (subject to the limitations set forth in Series A Certificate of Designations, determined by dividing the Stated Value of such share of Series A Preferred Stock by the Conversion Price). The Series A Holders may convert such shares into shares of the Company’s common stock at a conversion price per share equal to the greater of (i) ten dollars ($10.0) and (ii) ninety percent (90%) of the closing price of the Company’s common stock on Nasdaq on the day prior to receipt of a conversion notice (collectively, the “Conversion Price”), subject to adjustment for stock splits and similar matters. The Company evaluated the features of the Series A Convertible Preferred Stock under ASC 480, and classified them as permanent equity because the Series A Convertible Preferred Stock is not mandatorily or contingently redeemable at the stockholder’s option and the liquidation preference that exists does not fall within the guidance of SEC Accounting Series Release No. 268 – Presentation in Financial Statements of “Redeemable Preferred Stocks” (“ASR 268”). As of December 31, 2023 and 2022, 9,000 shares of Series A Preferred Stock were issued and outstanding. Series B Convertible Preferred Stock 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 is 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 a lock-up period and restrictions on sale (See Note — 7 - Investment in Laboratory Services MSO, LLC). As of December 31, 2023, 11,000 shares of Series B Preferred Stock were issued and outstanding. Common Shares Sold for Cash On December 13, 2019, the Company entered into an Open Market Sale Agreement SM SM On August 5, 2022, the Company sold 32,051 shares of its common stock at a purchase price of $7.8 per share to an investor pursuant to a subscription agreement. The Company received proceeds of $250,000. On August 5, 2022, the Company sold 44,872 shares of its common stock at a purchase price of $7.8 per share, the fair market value on transaction date, to Wenzhao Lu pursuant to a subscription agreement. The Company received proceeds of $350,000 (see Note 12 - Common Shares Sold to Related Party for Cash). In June 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) under which the Company may offer and sell from time to time shares of its common stock having an aggregate offering price of up to $3.5 million. During the year ended December 31, 2023, Roth sold an aggregate of 456,627 shares of common stock at an average price of $1.39 per share to investors and the Company recorded net proceeds of $414,396, net of commission and other offering costs of $220,995. Common Shares Issued for Services During the year ended December 31, 2022, the Company issued a total of 40,896 shares of its common stock for services rendered. These shares were valued at $340,950, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based compensation expense of $310,950 for the year ended December 31, 2022 and reduced accrued liabilities of $30,000. During the year ended December 31, 2023, the Company issued a total of 361,331 shares of its common stock for services rendered. These shares were valued at $999,655, 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 $834,784 for the year ended December 31, 2023 and reduced accrued liabilities of $164,871. Common Shares Issued as Convertible Note Payable Commitment Fee During the year ended December 31, 2023, the Company issued a total of 170,000 shares of its common stock as commitment fee for the purchases of convertible note. These shares were valued at $236,400, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded it as debt discount. Common Shares Issued for Debt Conversion On July 25, 2022, the Company and 2022 Convertible Note holder entered into a Conversion Agreement pursuant to which the investor converted its Convertible Notes in the principal amount of $3,718,943 and unpaid interest of $9,751 into 573,645 shares of common stock of the Company at a per share price of $6.5 (see Note 9). The Company recorded a conversion inducement charge of $344,264 as a result of the Conversion Agreement, representing the value of common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2022 Convertible Note. Common Shares Issued Pursuant to Related Party Debt Settlement Agreement and Release On July 25, 2022, the Company and Mr. Lu entered into and closed a Debt Settlement Agreement and Release pursuant to which the Company settled $2,440,262 debt owed under the Line of Credit and unpaid interest of $448,331 by issuance of 444,399 shares of common stock of the Company (see Note 12 - Borrowings from Related Party – Line of Credit Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2023: Options Outstanding Options Exercisable Range of Number Weighted Average Remaining Weighted Average Exercise Price Number Weighted Average Exercise $ 0.59 – 2.08 149,000 4.01 $ 1.72 69,333 $ 1.88 3.25 – 8.20 307,803 3.04 5.26 307,803 5.26 10.20 – 20.00 396,500 2.04 16.65 396,500 16.65 $ 0.59 – 20.00 853,303 2.75 $ 9.94 773,636 $ 10.80 Stock option activity for the years ended December 31, 2023 and 2022 were as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2022 772,500 $ 14.48 Granted 86,000 6.59 Expired (58,000 ) (22.79 ) Outstanding at December 31, 2022 800,500 13.03 Granted 186,803 2.35 Expired (134,000 ) (17.86 ) Outstanding at December 31, 2023 853,303 $ 9.94 Options exercisable at December 31, 2023 773,636 $ 10.80 Options expected to vest 79,667 $ 1.57 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at December 31, 2023 was $0. The fair values of options granted during the year ended December 31, 2023 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 79.76% - 96.37%, risk-free rate of 3.58% - 4.76%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2023 was $319,380. The fair values of options granted during the year ended December 31, 2022 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 74.8% - 117.46%, risk-free rate of 1.37% - 4.48%, annual dividend yield of 0%, and expected life of 3.00 - 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2022 was $421,428. For the year ended December 31, 2023 and 2022, stock-based compensation expense associated with stock options granted amounted to $284,977 and $358,113, of which, $172,943 and $234,856 was recorded as compensation and related benefits, $106,565 and $84,064 was recorded as professional fees, and $5,469 and $39,193 was recorded as research and development expenses, respectively. A summary of the status of the Company’s nonvested stock options granted as of December 31, 2023 and changes during the years ended December 31, 2023 and 2022 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2022 20,583 $ 10.39 Granted 86,000 6.59 Vested (86,583 ) (8.03 ) Nonvested at December 31, 2022 20,000 4.29 Granted 186,803 2.35 Vested (127,136 ) (3.14 ) Nonvested at December 31, 2023 79,667 $ 1.57 Warrants The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Average Weighted Number Weighted $ 1.80 – 2.50 200,900 4.78 $ 2.20 113,400 $ 2.50 3.20 – 4.50 320,663 4.43 3.93 179,998 4.50 12.50 123,964 3.31 12.50 123,964 12.50 $ 1.80 – 12.50 645,527 4.32 $ 5.04 417,362 $ 6.33 Stock warrant activity for the years ended December 31, 2023 and 2022 were as follows: Number of Warrants Weighted Average Exercise Price Outstanding at January 1, 2022 - $ - Issued 123,964 12.50 Outstanding at December 31, 2022 123,964 12.50 Issued 521,563 3.26 Outstanding at December 31, 2023 645,527 $ 5.04 Warrants exercisable at December 31, 2023 417,362 $ 6.33 Warrants expected to vest 228,165 $ 2.66 The aggregate intrinsic value of both stock warrants outstanding and stock warrants exercisable at December 31, 2023 was $0. Warrants Issued in 2022 On March 28, 2022, the Company entered into Securities Purchase Agreement with an accredited investor, which was amended on June 8, 2022, providing for the sale by the Company to the investor of a Convertible Note in the amount of $3,718,943 (“2022 Convertible Note”). In addition to the 2022 Convertible Note, the investor also received a Stock Purchase Warrant (“2022 Warrant”) to acquire an aggregate of 123,964 shares of common stock. The 2022 Warrant is exercisable for five years at an exercise price of $12.5. The fair values of the warrants issued to the investor with this private placement were computed using the Black-Scholes option-pricing model with the following assumptions: volatility of 111.94%, risk-free rate of 2.71% - 2.92%, annual dividend yield of 0% and expected life of 5 years. The warrants issued to the investor to purchase 123,964 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $498,509 and had been amortized over the term of the 2022 Convertible Note. Warrants Issued in May 2023 In connection with the issuance of May 2023 Convertible Note (See Note 9), the Company issued (i) a warrant to purchase 125,000 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023, and (ii) a warrant to purchase 105,500 shares of common stock with an exercise price of $3.20 exercisable until the five-year anniversary of May 23, 2023, which warrant shall be cancelled and extinguished against payment of the May 2023 Convertible Note, to Mast Hill; and issued a warrant to purchase 10,000 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 to a third party as a finder’s fee. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Mast Hill and a third party as a finder’s fee meet the definition of derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 105,500 warrants with an exercise price of $3.20 exercisable until the five-year anniversary of May 23, 2023, which warrant shall be cancelled and extinguished against payment of the May 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 was classified as derivative liability on May 23, 2023. The fair values of the 135,000 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 issued on May 23, 2023 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $1.96, volatility of 88.80%, risk-free rate of 3.76%, annual dividend yield of 0% and expected life of 5 years. The warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 issued to Mast Hill to purchase 125,000 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $127,654 and will be amortized over the term of the May 2023 Convertible Note. The warrants with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 issued to a third party as a finder’s fee to purchase 10,000 shares of the Company’s common stock were treated as convertible debt issuance costs and were valued at $11,162 and will be amortized over the term of the May 2023 Convertible Note. Warrants Issued in July 2023 In connection with the issuance of July 2023 Convertible Note (See Note 9), the Company issued (i) a warrant to purchase 41,665 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023, and (ii) a warrant to purchase 35,165 shares of common stock with an exercise price of $3.20 exercisable until the five-year anniversary of July 6, 2023, which warrant shall be cancelled and extinguished against payment of the July 2023 Convertible Note, to Firstfire; and issued a warrant to purchase 3,333 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 to a third party as a finder’s fee. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Firstfire and a third party as a finder’s fee meet the definition of derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 35,165 warrants with an exercise price of $3.20 exercisable until the five-year anniversary of July 6, 2023, which warrant shall be cancelled and extinguished against payment of the July 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 was classified as derivative liability on July 6, 2023. The fair values of the 44,998 warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 issued on July 6, 2023 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $1.42, volatility of 88.52%, risk-free rate of 4.37%, annual dividend yield of 0% and expected life of 5 years. The warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 issued to Firstfire to purchase 41,665 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $28,691 and will be amortized over the term of the July 2023 Convertible Note. The warrants with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 issued to a third party as a finder’s fee to purchase 3,333 shares of the Company’s common stock were treated as convertible debt issuance costs and were valued at $2,435 and will be amortized over the term of the July 2023 Convertible Note. Warrants Issued in October 2023 In connection with the issuance of October 2023 Convertible Note (See Note 9), the Company issued (i) a warrant to purchase 105,000 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023, (ii) a warrant to purchase 87,500 shares of common stock with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, to Mast Hill and Firstfire; and issued a warrant to purchase 8,400 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 to a third party as a finder’s fee. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that all the warrants issued to Mast Hill and Firstfire and a third party as a finder’s fee meet the definition of a derivative liability, as the Company cannot avoid a net cash settlement under certain circumstances. Management determined the probability of failing to make an amortization payment when due to be remote and as such the fair value of the 87,500 warrants with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, has been estimated to be zero. Accordingly, the fair value of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 was classified as a derivative liability on October 9, 2023. The fair values of the 113,400 warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 issued on October 9, 2023 were computed using the Black-Scholes option-pricing model with the following assumptions: stock price of $0.77, volatility of 89.70%, risk-free rate of 4.75%, annual dividend yield of 0% and expected life of 5 The warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 issued to Mast Hill and Firstfire to purchase 105,000 shares of the Company’s common stock were treated as a discount on the convertible note payable and were valued at $39,848 and will be amortized over the term of the October 2023 Convertible Note. The warrants with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 issued to a third party as a finder’s fee to purchase 8,400 shares of the Company’s common stock were treated as convertible debt issuance costs and were valued at $3,380 and will be amortized over the term of the October 2023 Convertible Note. A summary of the status of the Company’s nonvested stock warrants issued as of December 31, 2023 and changes during the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Nonvested at January 1, 2022 - - Issued 123,964 12.50 Vested (123,964 ) (12.50 ) Nonvested at December 31, 2022 - $ - Issued 521,563 3.26 Vested (293,398 ) (3.73 ) Nonvested at December 31, 2023 228,165 $ 2.66 |
Statutory Reserve and Restricte
Statutory Reserve and Restricted Net Assets | 12 Months Ended |
Dec. 31, 2023 | |
Statutory Reserve and Restricted Net Assets [Abstract] | |
STATUTORY RESERVE AND RESTRICTED NET ASSETS | NOTE 15 – STATUTORY RESERVE AND RESTRICTED NET ASSETS The Company’s PRC subsidiary, Avalon Shanghai, is restricted in its ability to transfer a portion of its net asset to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends. The Company did not make any appropriation to statutory reserve for Avalon Shanghai during the years ended December 31, 2023 and 2022 as it incurred net loss in the periods. As of December 31, 2023 and 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 its statutory reserve and its share capital, to the Company’s shareholders in the form of loans, advances or cash dividends. Only PRC entity’s accumulated profit may be distributed as dividend to the Company’s shareholders without the consent of a third party. As of December 31, 2023 and 2022, total restricted net assets amounted to $1,106,578 and $1,006,578, respectively. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 16 – NONCONTROLLING INTEREST As of December 31, 2023, Dr. Yu Zhou, former director and former co-chief executive officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. During the years ended December 31, 2023 and 2022, the Company did not allocate any net loss and foreign currency translation adjustment to the noncontrolling interest holder due to its inability to satisfy these deficits. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information of the Parent Company [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | NOTE 17 – CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company shall be filed when the restricted net assets of consolidated subsidiary exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of consolidated subsidiary shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiary (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiary in the form of loans, advances or cash dividends without the consent of a third party. The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with such requirement and concluded that it was not applicable to the Company as the restricted net assets of the Company’s PRC subsidiary did not exceed 25% of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company have not been required. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 18 – CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the years ended December 31, 2023 and 2022. Years Ended December 31, Customer 2023 2022 A 30 % 31 % B 18 % 19 % C 12 % 13 % Two customers, of which, one is a related party and the other is a third party, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding rent receivable at December 31, 2023, accounted for 80.6% of the Company’s total outstanding rent receivable at December 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 years ended December 31, 2023 and 2022. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 19 – SEGMENT INFORMATION For the year ended December 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. On February 9, 2023, the Company purchased 40% of Lab Services MSO. Commencing from the purchase date, February 9, 2023, the Company is active in the management of Lab Services MSO. During the year ended December 31, 2023, the Company operated in two reportable business segments: (1) the real property operating segment, and (2) laboratory testing services segment (which commenced with the purchase date, February 9, 2023) since Lab Services MSO’s operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company regularly reviews the operating results and performance of Lab Services MSO, which is the Company’s an equity method investee. Information with respect to these reportable business segments for the years ended December 31, 2023 and 2022 was as follows: Year Ended December 31, 2023 Real Property Operations Lab Services MSO Corporate / Other Total Real property rental revenue $ 1,255,681 $ - $ - $ 1,255,681 Real property operating expenses (1,017,493 ) - - (1,017,493 ) Real property operating income 238,188 - - 238,188 Loss from equity method investment - Lab Services MSO - (8,571,647 ) - (8,571,647 ) Other operating expenses (347,356 ) - (7,072,868 ) (7,420,224 ) Other (expense) income: Interest expense (918,885 ) - (432,617 ) (1,351,502 ) Other income 15 - 398,160 398,175 Net loss $ (1,028,038 ) $ (8,571,647 ) $ (7,107,325 ) $ (16,707,010 ) Year Ended December 31, 2022 Real Property Operations Medical Related Consulting Services Corporate / Other Total Real property rental revenue $ 1,202,169 $ - $ - $ 1,202,169 Real property operating expenses (929,441 ) - - (929,441 ) Real property operating income 272,728 - - 272,728 Other operating expenses (352,032 ) (404,121 ) (8,309,470 ) (9,065,623 ) Other (expense) income: Interest expense - - (3,576,333 ) (3,576,333 ) Other income 15 178,546 259,820 438,381 Net loss $ (79,289 ) $ (225,575 ) $ (11,625,983 ) $ (11,930,847 ) Identifiable long-lived tangible assets at December 31, 2023 and 2022 December 31, December 31, Real property operations $ 7,211,641 $ 7,367,360 Medical related consulting services - 408 Corporate/Other 17,846 130,613 Total $ 7,229,487 $ 7,498,381 Identifiable long-lived tangible assets at December 31, 2023 and 2022 December 31, December 31, United States $ 7,227,533 $ 7,393,307 China 1,954 105,074 Total $ 7,229,487 $ 7,498,381 |
Commitments and Contincengies
Commitments and Contincengies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contincengies [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 20 – COMMITMENTS AND CONTINCENGIES Operating Leases Commitment The Company is a party to leases for office space. These lease agreements will expire through February 2025. Rent expense under all operating leases amounted to approximately $129,000 and $141,000 for the years ended December 31, 2023 and 2022, respectively. Supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022 is as follows: Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 125,929 $ 150,577 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 235,893 $ - The following table summarizes the lease term and discount rate for the Company’s operating lease as of December 31, 2023: Operating Lease Weighted average remaining lease term (in years) 1.08 Weighted average discount rate 11.0 % The following table summarizes the maturity of lease liabilities under operating lease as of December 31, 2023: For the Year Ending December 31: Operating Lease 2024 $ 136,803 2025 4,900 Total lease payments 141,703 Amount of lease payments representing interest (7,452 ) Total present value of operating lease liabilities $ 134,251 Current portion $ 129,396 Long-term portion 4,855 Total $ 134,251 Joint Venture – Avactis Biosciences Inc. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc. (“Avactis”), a Nevada corporation, which focuses on accelerating commercial activities related to cellular therapies as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others. When formed, Avactis was designed to integrate and optimize the Company’s global scientific and clinical resources to further advance the use of cellular therapies to treat certain cancers, however the Company is no longer pursuing any commercial activities with respect to cellular immunotherapy and CAR-T, in particular. As of 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 PRC on May 8, 2020 (“Avactis Nanjing”), which only owns a patent and is not considered an operating entity. 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 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 by the parties. 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, Avactis’ activities have been limited to that of a patent holding company and there is no other activity or planned contributions in 2024. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. March 2024 Convertible Note Financing In March 2024, the Company entered into security purchase agreement with a lender (the “March 2024 Lender”) and closed on the issuance of 13.0% senior secured convertible promissory note in the principal amount of $700,000 (the “March 2024 Note”), as well as the issuance of 105,000 shares of common stock as a commitment fee and warrants for the purchase of up to 252,404 shares of the Company’s common stock. The Company and its subsidiaries have also entered into security agreements, creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the March 2024 Note. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (16,707,010) | $ (11,930,847) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the years ended December 31, 2023 and 2022 include the useful life of property and equipment, investment in real estate, and intangible assets, the assumptions used in assessing impairment of long-term assets, the valuation of deferred tax assets and the associated valuation allowances, the valuation of stock-based compensation, the assumptions used to determine fair value of warrants and embedded conversion features of convertible note payable, and the fair value of the consideration given and assets acquired 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 mark et participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature . Assets and liabilities measured at fair value on a recurring basis. . Derivative liability. Significant Balance of derivative liability as of January 1, 2022 $ - Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable 2,782,569 Gain from change in the fair value of derivative liability (600,749 ) Reclassification of derivative liability to equity (2,181,820 ) Balance of derivative liability as of December 31, 2022 - Initial fair value of derivative liability attributable to warrants issuance with fund raise 213,170 Gain from change in the fair value of derivative liability (188,374 ) Balance of derivative liability as of December 31, 2023 $ 24,796 Assets and liabilities measured at fair value on a nonrecurring basis. Equipment held for sale. Equity method investment in Epicon Biotech Co., Ltd. Equity method investment in Laboratory Services MSO, LLC The factors used to determine fair value are subject to management’s judgment and expertise. These assumptions represent Level 3 inputs. Impairment of equity method investment in Laboratory Services MSO, LLC for the year ended December 31, 2023 was $9,196,682. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents At December 31, 2023 and 2022, the Company’s cash balances by geographic area were as follows: Country: December 31, 2023 December 31, 2022 United States $ 280,197 98.2 % $ 1,806,083 90.7 % China 5,203 1.8 % 184,827 9.3 % Total cash $ 285,400 100.0 % $ 1,990,910 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 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 $71,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2023, cash balances held in the PRC are RMB 36,827 (approximately $5,000), which was covered by such 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 December 31, 2023, there were no balances 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. |
Rent Receivable and Allowance for Doubtful Accounts | Rent Receivable and Reserve for Credit Losses Rent receivable is presented net of reserve for credit losses. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. A reverse for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no material reverse for credit losses is deemed to be required on its rent receivable at December 31, 2023 and 2022. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2023 and 2022, deferred offering costs amounted to $175,136 and $174,107, of which $175,136 and $34,821 were included in prepaid expense and other current assets and $0 and $139,286 were included in other non-current assets, respectively. |
Deferred Leasing Costs | Deferred Leasing Costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Investment In Real Estate and Depreciation | Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation, and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the year ended December 31, 2022, the Company incurred impairment charges in operations of $22,285 on the laboratory equipment. The valuations of the laboratory equipment, and the amounts of the impairment charge, were based on impairment assessments conducted on the equipment held for sale at December 31, 2022. |
Investment in Unconsolidated Companies | Investment in Unconsolidated Companies The Company uses the equity method of accounting for its investments in, and earning or loss of, companies that it does not control but over which it does exert significant influence. The Company considers whether the fair values of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. Impairment of equity method investment amounted to $9,651,361 and $0 |
Deferred Rental Income | Deferred Rental Income Deferred rental income represents rental income collected but not earned as of the reporting date. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2023 and 2022, deferred rental income totaled $11,429 and $27,685, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets. |
Real Property Rental Revenue | Real Property Rental Revenue The Company has determined that 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. |
Office Lease | Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease. The Company begins recording rent expense on the lease possession date. |
Real Property Operating Expenses | Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. |
Research and Development | Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $109,618 and $731,328 in the years ended December 31, 2023 and 2022, respectively. |
Advertising and Marketing Costs | Advertising and Marketing Costs All costs related to advertising and marketing are expensed as incurred. For the years ended December 31, 2023 and 2022, advertising and marketing costs amounted to $1,666,721 and $1,325,313, respectively. |
Stock-based Compensation | Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. |
Income Taxes | Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. For United States entities, tax year that remains subject to examination is the years ended December 31, 2023, 2022, 2021 and 2020. For China entities, income tax returns for the tax years ended December 31, 2019 through December 31, 2023 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of December 31, 2023 and 2022. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, and Avalon Lab is the U.S. dollar and the functional currency of Avalon Shanghai is the Chinese Renminbi (“RMB”). For Avalon Shanghai whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2023 and 2022 were translated at 7.0786 RMB and 6.8979 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2023 and 2022 were 7.0752 RMB and 6.7309 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the years ended December 31, 2023 and 2022 consisted of net loss and unrealized loss from foreign currency translation adjustment. |
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 years ended December 31, 2023 and 2022, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible note (using the if-converted method) and exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2023 2022 Options to purchase common stock 853,303 858,500 Warrants to purchase common stock 645,527 123,964 Series A convertible preferred stock (*) 900,000 900,000 Series B convertible preferred stock (**) 2,910,053 - Convertible notes (***) 911,111 572,145 Potentially dilutive securities 6,219,994 2,454,609 (*) Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.00 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. (***) Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $4.50 and $1.50 per share for the year ended December 31, 2023. Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.50 per share for the year ended December 31, 2022. |
Noncontrolling Interest | Noncontrolling Interest As of December 31, 2023, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. Since the fourth quarter of 2019, the non-controlling interest has remained inactive. |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and president of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the year ended December 31, 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. On February 9, 2023, the Company purchased 40% of Lab Services MSO. Commencing from the purchase date, February 9, 2023, the Company is active in the management of Lab Services MSO. During the year ended December 31, 2023, the Company operated in two reportable business segments: (1) the real property operating segment, and (2) laboratory testing services segment (which commenced with the purchase date, February 9, 2023) since Lab Services MSO’s operating results are regularly reviewed by the Company’s chief operating decision maker to determine the resources to be allocated to the segment and assess its performance. The Company regularly reviews the operating results and performance of Lab Services MSO, for which the Company accounts for under the equity method. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Fiscal Year End | Fiscal Year End The Company has adopted a fiscal year end of December 31st. |
Reverse Stock Split | Reverse Stock Split The Company effected a one-for-ten reverse stock split of its outstanding shares of common stock on January 5, 2023. The reverse split did not change the number of authorized shares of common stock or par value. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. |
Recent Accounting Standardss | Recent Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”). The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The adoption of this new guidance did not have any material impact on the Company’s consolidated financial statements. 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 business 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 consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Operations [Abstract] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities | Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 2023 are as follows: Name of Subsidiary Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. Delaware 100% held by ALBT Holding company for payroll and other expenses Avalon RT 9 Properties LLC New Jersey 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. PRC 100% held by AHS Is not considered an operating entity Genexosome Technologies Inc. Nevada 60% held by ALBT No current activities to report, dormant Avactis Biosciences Inc. Nevada 60% held by ALBT Patent holding company Avactis Nanjing Biosciences Ltd. PRC 100% held by Avactis Owns a patent and is not considered an operating entity Avalon Laboratory Services, Inc. Delaware 100% held by ALBT Laboratory holding company with a 40% membership interest in Lab Services MSO |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Derivative Liability Measured at Fair Value | The table below reflects the activity of derivative liability measured at fair value for the years ended December 31, 2023 and 2022: Significant Balance of derivative liability as of January 1, 2022 $ - Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable 2,782,569 Gain from change in the fair value of derivative liability (600,749 ) Reclassification of derivative liability to equity (2,181,820 ) Balance of derivative liability as of December 31, 2022 - Initial fair value of derivative liability attributable to warrants issuance with fund raise 213,170 Gain from change in the fair value of derivative liability (188,374 ) Balance of derivative liability as of December 31, 2023 $ 24,796 |
Schedule of Cash Balances by Geographic Area | At December 31, 2023 and 2022, the Company’s cash balances by geographic area were as follows: Country: December 31, 2023 December 31, 2022 United States $ 280,197 98.2 % $ 1,806,083 90.7 % China 5,203 1.8 % 184,827 9.3 % Total cash $ 285,400 100.0 % $ 1,990,910 100.0 % |
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2023 2022 Options to purchase common stock 853,303 858,500 Warrants to purchase common stock 645,527 123,964 Series A convertible preferred stock (*) 900,000 900,000 Series B convertible preferred stock (**) 2,910,053 - Convertible notes (***) 911,111 572,145 Potentially dilutive securities 6,219,994 2,454,609 (*) Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.00 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. (***) Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $4.50 and $1.50 per share for the year ended December 31, 2023. Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.50 per share for the year ended December 31, 2022. |
Prepaid Expense and Other Cur_2
Prepaid Expense and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Current Assets [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | At December 31, 2023 and 2022, prepaid expense and other current assets consisted of the following: December 31, December 31, Prepaid professional fees $ 33,062 $ 93,817 Prepaid directors and officers liability insurance premium 27,192 29,301 Deferred offering costs 175,136 34,821 Deferred leasing costs 33,402 33,402 Security deposit - 19,084 Due from broker 37,187 - Others 62,015 37,565 Total $ 367,994 $ 247,990 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | At December 31, 2023 and 2022, property and equipment consisted of the following: Useful life December 31, December 31, Laboratory equipment 5 Years $ 100,548 $ 374,183 Office equipment and furniture 3 – 10 Years 54,797 35,145 155,345 409,328 Less: accumulated depreciation (117,262 ) (271,034 ) $ 38,083 $ 138,294 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investment in Real Estate [Abstract] | |
Schedule of Investment in Real Estate | At December 31, 2023 and 2022, investment in real estate consisted of the following: Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 529,372 529,372 8,237,943 8,237,943 Less: accumulated depreciation (1,046,539 ) (877,856 ) $ 7,191,404 $ 7,360,087 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments [Abstract] | |
Schedule of Equity Method Investment | In the year ended December 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: The Company’s interest in the fair value of Lab Services MSO’s net assets at February 9, 2023 1,206,406 The Company’s interest in the net excess of Lab Services MSO’s fair value over net assets which was attributable to identifiable intangible assets at February 9, 2023 10,004,000 The Company’s interest in the net excess of Lab Services MSO’s fair value over net assets which was attributable to goodwill at February 9, 2023 9,456,261 20,666,667 Loss from equity method investment – Lab Services MSO: Lab Services MSO’s net income attributable to the Company 1,236,391 Intangible assets amortization amount (611,356 ) Impairment of goodwill (9,196,682 ) (8,571,647 ) Equity investment carrying amount at December 31, 2023 $ 12,095,020 |
Schedule of Summarized Financial Information, as Provided to the Company by the Investee | The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, Current assets $ 4,930,254 Noncurrent assets 5,228,044 Current liabilities 828,713 Noncurrent liabilities 4,104,183 Equity 5,225,402 |
Schedule of Financial Information | For the Period from Net revenue $ 12,699,683 Gross profit 4,744,277 Income from operation 2,393,830 Net income 3,090,977 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Payables [Abstract] | |
Schedule of Accrued Liabilities and Other Payables | At December 31, 2023 and 2022, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued tenants’ improvement reimbursement $ 43,500 $ 43,500 Tenants’ security deposit 81,233 73,733 Accrued business expense reimbursement 25,061 52,437 Accrued utilities 15,166 15,631 Deferred rental income 11,429 27,685 Accrued real property cleaning service fee 7,570 23,564 Interest payable 55,027 - Taxes payable 11,794 7,337 Others 22,135 39,347 Total $ 272,915 $ 283,234 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Note Payable [Abstract] | |
Schedule of Amortization Payments in Cash | The Company is obligated to make amortization payments in cash to Mast Hill towards the repayment of the May 2023 Convertible Note, as provided in the following table: Payment Date: Payment Amount: November 23, 2023 $150,000 plus accrued interest through November 23, 2023 December 23, 2023 $150,000 plus accrued interest through December 23, 2023 January 23, 2024 $200,000 plus accrued interest through January 23, 2024 February 23, 2024 $250,000 plus accrued interest through February 23, 2024 March 23, 2024 $250,000 plus accrued interest through March 23, 2024 April 23, 2024 $300,000 plus accrued interest through April 23, 2024 May 23, 2024 The entire remaining outstanding balance of the May 2023 Convertible Note Payment Date: Payment Amount: January 6, 2024 $50,000 plus accrued interest through January 6, 2024 February 6, 2024 $50,000 plus accrued interest through February 6, 2024 March 6, 2024 $66,000 plus accrued interest through March 6, 2024 April 6, 2024 $83,000 plus accrued interest through April 6, 2024 May 6, 2024 $83,000 plus accrued interest through May 6, 2024 June 6, 2024 $100,000 plus accrued interest through June 6, 2024 July 6, 2024 The entire remaining outstanding balance of the July 2023 Convertible Note Payment Date: Payment Amount: April 9, 2024 $35,000 plus accrued interest through April 9, 2024 May 9, 2024 $35,000 plus accrued interest through May 9, 2024 June 9, 2024 $46,667 plus accrued interest through June 9, 2024 July 9, 2024 $58,333 plus accrued interest through July 9, 2024 August 9, 2024 $58,333 plus accrued interest through August 9, 2024 September 9, 2024 $70,000 plus accrued interest through September 9, 2024 October 9, 2024 The entire remaining outstanding balance of the October 2023 Convertible Note Payment Date: Payment Amount: April 9, 2024 $35,000 plus accrued interest through April 9, 2024 May 9, 2024 $35,000 plus accrued interest through May 9, 2024 June 9, 2024 $46,667 plus accrued interest through June 9, 2024 July 9, 2024 $58,333 plus accrued interest through July 9, 2024 August 9, 2024 $58,333 plus accrued interest through August 9, 2024 September 9, 2024 $70,000 plus accrued interest through September 9, 2024 October 9, 2024 The entire remaining outstanding balance of the October 2023 Convertible Note |
Note Payable, Net (Tables)
Note Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable, Net [Abstract] | |
Schedule of Note Payable | The note payable as of December 31, 2023 and 2022 is as follows: December 31, December 31, Principal amount $ 5,800,000 $ 4,800,000 Less: unamortized debt issuance costs (203,781 ) (236,848 ) Note payable, net $ 5,596,219 $ 4,563,152 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Line of Credit | In the years ended December 31, 2023 and 2022, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at January 1, 2022 $ 2,750,262 Draw down from Line of Credit 100,000 Repayment of Line of Credit (410,000 ) Settlement of Line of Credit in shares (2,440,262 ) Outstanding principal under the Line of Credit at December 31, 2022 - Draw down from Line of Credit 850,000 Outstanding principal under the Line of Credit at December 31, 2023 $ 850,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Company’s Loss Before Income Taxes | The Company’s loss before income taxes includes the following components: Years Ended December 31, 2023 2022 United States loss before income taxes $ (15,928,780 ) $ (11,567,154 ) China loss before income taxes (778,230 ) (363,693 ) Total loss before income taxes $ (16,707,010 ) $ (11,930,847 ) |
Schedule of Components of Income Taxes Expense (Benefit) | Components of income taxes expense (benefit) consisted of the following: Years Ended December 31, 2023 2022 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (3,256,007 ) $ (1,729,700 ) U.S. state and local (1,102,392 ) (585,627 ) China (183,443 ) 209,806 Total deferred income taxes (benefit) $ (4,541,842 ) $ (2,105,521 ) Change in valuation allowance 4,541,842 2,105,521 Total income taxes expense $ - $ - |
Schedule of U.S. Statutory Rate and the Company’s Effective Tax Rate | The table below summarizes the differences between the U.S. statutory rate and the Company’s effective tax rate for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 U.S. federal rate 21.0 % 21.0 % U.S. state rate 6.7 % 5.6 % Permanent difference (0.1 )% (3.8 )% Non-US rate differential 0.2 % 0.1 % True ups (0.6 )% (5.3 )% U.S. valuation allowance (27.2 )% (17.6 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of Deferred Taxes | The Company’s components of deferred taxes as of December 31, 2023 and 2022 were as follows: December 31, December 31, Deferred tax assets Stock-based compensation $ 3,501,507 $ 3,499,969 Disallowed business interest deduction 9,476 - Research and development expense 130,823 137,864 Accrued directors’ compensation 165,490 47,787 Accrued settlement 126,945 126,495 Partnership Investment 2,422,744 - Lease liability 20,935 1,687 Capital Loss Limitation 149,394 - Net operating loss carryforward 15,493,570 13,634,920 Total deferred tax assets, gross 22,020,434 17,448,722 Valuation allowance (21,871,551 ) (17,329,708 ) Total deferred tax assets, net $ 148,884 $ 119,014 Deferred tax liabilities Fixed assets and intangible assets book/tax basis difference (129,636 ) (119,014 ) Right-of-use assets (19,248 ) - Total deferred tax liabilities $ (148,884 ) $ (119,014 ) Net deferred tax assets $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding | The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2023: Options Outstanding Options Exercisable Range of Number Weighted Average Remaining Weighted Average Exercise Price Number Weighted Average Exercise $ 0.59 – 2.08 149,000 4.01 $ 1.72 69,333 $ 1.88 3.25 – 8.20 307,803 3.04 5.26 307,803 5.26 10.20 – 20.00 396,500 2.04 16.65 396,500 16.65 $ 0.59 – 20.00 853,303 2.75 $ 9.94 773,636 $ 10.80 |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2023 and 2022 were as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2022 772,500 $ 14.48 Granted 86,000 6.59 Expired (58,000 ) (22.79 ) Outstanding at December 31, 2022 800,500 13.03 Granted 186,803 2.35 Expired (134,000 ) (17.86 ) Outstanding at December 31, 2023 853,303 $ 9.94 Options exercisable at December 31, 2023 773,636 $ 10.80 Options expected to vest 79,667 $ 1.57 Number of Warrants Weighted Average Exercise Price Outstanding at January 1, 2022 - $ - Issued 123,964 12.50 Outstanding at December 31, 2022 123,964 12.50 Issued 521,563 3.26 Outstanding at December 31, 2023 645,527 $ 5.04 Warrants exercisable at December 31, 2023 417,362 $ 6.33 Warrants expected to vest 228,165 $ 2.66 |
Schedule of Nonvested Stock Options Granted | A summary of the status of the Company’s nonvested stock options granted as of December 31, 2023 and changes during the years ended December 31, 2023 and 2022 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2022 20,583 $ 10.39 Granted 86,000 6.59 Vested (86,583 ) (8.03 ) Nonvested at December 31, 2022 20,000 4.29 Granted 186,803 2.35 Vested (127,136 ) (3.14 ) Nonvested at December 31, 2023 79,667 $ 1.57 Number of Weighted Nonvested at January 1, 2022 - - Issued 123,964 12.50 Vested (123,964 ) (12.50 ) Nonvested at December 31, 2022 - $ - Issued 521,563 3.26 Vested (293,398 ) (3.73 ) Nonvested at December 31, 2023 228,165 $ 2.66 |
Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding | The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2023: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Average Weighted Number Weighted $ 1.80 – 2.50 200,900 4.78 $ 2.20 113,400 $ 2.50 3.20 – 4.50 320,663 4.43 3.93 179,998 4.50 12.50 123,964 3.31 12.50 123,964 12.50 $ 1.80 – 12.50 645,527 4.32 $ 5.04 417,362 $ 6.33 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
Schedule of Customer | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the years ended December 31, 2023 and 2022. Years Ended December 31, Customer 2023 2022 A 30 % 31 % B 18 % 19 % C 12 % 13 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
Schedule of Reportable Business Segments | Information with respect to these reportable business segments for the years ended December 31, 2023 and 2022 was as follows: Year Ended December 31, 2023 Real Property Operations Lab Services MSO Corporate / Other Total Real property rental revenue $ 1,255,681 $ - $ - $ 1,255,681 Real property operating expenses (1,017,493 ) - - (1,017,493 ) Real property operating income 238,188 - - 238,188 Loss from equity method investment - Lab Services MSO - (8,571,647 ) - (8,571,647 ) Other operating expenses (347,356 ) - (7,072,868 ) (7,420,224 ) Other (expense) income: Interest expense (918,885 ) - (432,617 ) (1,351,502 ) Other income 15 - 398,160 398,175 Net loss $ (1,028,038 ) $ (8,571,647 ) $ (7,107,325 ) $ (16,707,010 ) Year Ended December 31, 2022 Real Property Operations Medical Related Consulting Services Corporate / Other Total Real property rental revenue $ 1,202,169 $ - $ - $ 1,202,169 Real property operating expenses (929,441 ) - - (929,441 ) Real property operating income 272,728 - - 272,728 Other operating expenses (352,032 ) (404,121 ) (8,309,470 ) (9,065,623 ) Other (expense) income: Interest expense - - (3,576,333 ) (3,576,333 ) Other income 15 178,546 259,820 438,381 Net loss $ (79,289 ) $ (225,575 ) $ (11,625,983 ) $ (11,930,847 ) |
Schedule of Identifiable Long-Lived Tangible Assets | Identifiable long-lived tangible assets at December 31, 2023 and 2022 December 31, December 31, Real property operations $ 7,211,641 $ 7,367,360 Medical related consulting services - 408 Corporate/Other 17,846 130,613 Total $ 7,229,487 $ 7,498,381 |
Schedule of Identifiable Long-Lived Tangible Assets | Identifiable long-lived tangible assets at December 31, 2023 and 2022 December 31, December 31, United States $ 7,227,533 $ 7,393,307 China 1,954 105,074 Total $ 7,229,487 $ 7,498,381 |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contincengies [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022 is as follows: Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 125,929 $ 150,577 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 235,893 $ - |
Schedule of Lease Term and Discount Rate for the Company’s Operating Lease | The following table summarizes the lease term and discount rate for the Company’s operating lease as of December 31, 2023: Operating Lease Weighted average remaining lease term (in years) 1.08 Weighted average discount rate 11.0 % |
Schedule of Maturity of Lease Liabilities Under Operating Lease | The following table summarizes the maturity of lease liabilities under operating lease as of December 31, 2023: For the Year Ending December 31: Operating Lease 2024 $ 136,803 2025 4,900 Total lease payments 141,703 Amount of lease payments representing interest (7,452 ) Total present value of operating lease liabilities $ 134,251 Current portion $ 129,396 Long-term portion 4,855 Total $ 134,251 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | 12 Months Ended | ||||
Feb. 09, 2023 | Oct. 19, 2016 | Dec. 31, 2023 | Apr. 06, 2022 | May 08, 2020 | |
Organization and Nature of Operations [Line Item] | |||||
Exchange shares (in Shares) | 5,000,000 | ||||
Capital stock | 100% | ||||
Avactis Biosciences Inc. [Member] | |||||
Organization and Nature of Operations [Line Item] | |||||
Ownership percentage | 60% | ||||
Arabele Biotherapeutics [Member] | |||||
Organization and Nature of Operations [Line Item] | |||||
Ownership percentage | 40% | ||||
Avactis Nanjing Biosciences Ltd. [Member] | |||||
Organization and Nature of Operations [Line Item] | |||||
Ownership percentage | 100% | ||||
Avalon RT 9 Properties, LLC [Member] | |||||
Organization and Nature of Operations [Line Item] | |||||
Building occupancy rate | 89.40% | ||||
Avalon Lab [Member] | |||||
Organization and Nature of Operations [Line Item] | |||||
Issued and outstanding equity interests percentage | 40% | ||||
Business Combination [Member] | |||||
Organization and Nature of Operations [Line Item] | |||||
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 | 12 Months Ended |
Dec. 31, 2023 | |
Avalon Healthcare System, Inc. (“AHS”) [Member] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [Line Items] | |
Place and date of Incorporation | Delaware May 18, 2015 |
Percentage of Ownership | 100% held by ALBT |
Principal Activities | Holding company for payroll and other expenses |
Avalon RT 9 Properties LLC (“Avalon RT 9”) [Member] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [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] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [Line Items] | |
Place and date of Incorporation | PRC April 29, 2016 |
Percentage of Ownership | 100% held by AHS |
Principal Activities | Is not considered an operating entity |
Genexosome Technologies Inc. (“Genexosome”) [Member] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [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, dormant |
Avactis Biosciences Inc. (“Avactis”) [Member] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [Line Items] | |
Place and date of Incorporation | Nevada July 18, 2018 |
Percentage of Ownership | 60% held by ALBT |
Principal Activities | Patent holding company |
Avactis Nanjing Biosciences Ltd. (“Avactis Nanjing”) [Member] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [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 |
Avalon Laboratory Services, Inc. (“Avalon Lab”) [Member] | |
Schedule of Condensed Consolidated Financial Statements Reflect the Activities [Line Items] | |
Place and date of Incorporation | Delaware October 14, 2022 |
Percentage of Ownership | 100% held by ALBT |
Principal Activities | Laboratory holding company with a 40% membership interest in Lab Services MSO |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Condition (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Basis of Presentation and Going Concern Condition [Line Items] | |
Working capital deficit | $ 5,912,000 |
Incurred recurring net losses | 16,707,000 |
Negative cash flow from operating activities | $ 6,505,000 |
Lab Services MSO [Member] | |
Basis of Presentation and Going Concern Condition [Line Items] | |
Ownership percentage | 40% |
New Jersey [Member] | Lab Services MSO [Member] | |
Basis of Presentation and Going Concern Condition [Line Items] | |
Ownership percentage | 40% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2023 CNY (¥) | Feb. 09, 2023 $ / shares | |
Summary of Significant Accounting Policies [Line Items] | ||||
Purchase percent | 40% | 40% | 40% | |
Impairment charge | $ 22,285 | |||
Impairment of equity method investment | 454,679 | |||
Insurance covered | 71,000 | ¥ 500,000 | ||
Balance amount (in Yuan Renminbi) | ¥ | 500,000 | |||
Cash balances held | 5,000 | ¥ 36,827 | ||
Federally insured limits | 250,000 | |||
Deferred financing cost | 175,136 | 174,107 | ||
Other current assets | 175,136 | 34,821 | ||
Other non-current assets | 0 | 139,286 | ||
Impairment charges | 22,285 | |||
Other impairment charge | 454,679 | |||
Deferred rental income | 11,429 | 27,685 | ||
Research and development expense | 109,618 | 731,328 | ||
Advertising and marketing costs | $ 1,666,721 | $ 1,325,313 | ||
Convertible conversion price (in Dollars per share) | $ / shares | $ 6.5 | $ 3.78 | ||
Number of reportable segment | 2 | |||
Percentage of purchase | 40% | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Convertible conversion price (in Dollars per share) | $ / shares | $ 4.5 | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Convertible conversion price (in Dollars per share) | $ / shares | 1.5 | |||
Series A Convertible Preferred Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Convertible conversion price (in Dollars per share) | $ / shares | 10 | |||
Series B Convertible Preferred Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Convertible conversion price (in Dollars per share) | $ / shares | $ 3.78 | |||
Investment in Epicon Biotech Co., Ltd. [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Impairment charge | $ 454,679 | $ 22,285 | ||
Impairment of equity method investment | 454,679 | |||
Investment in Laboratory Services MSO, LLC [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Impairment of equity method investment | $ 9,196,682 | |||
Genexosome [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Equity interests percentage | 40% | 40% | ||
Asset and liability Accounts [Member] | CHINA | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Foreign currency exenge rate | 7.0786 | 6.8979 | 7.0786 | |
Asset and liability Accounts [Member] | United States [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Foreign currency exenge rate | 1 | |||
Equity Accounts [Member] | CHINA | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Foreign currency exenge rate | 7.0752 | 6.7309 | 7.0752 | |
Equity Accounts [Member] | United States [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Foreign currency exenge rate | 1 | |||
Investment Unconsolidated Companies [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Other impairment charge | $ 9,651,361 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Derivative Liability Measured at Fair Value - Significant Unobservable Inputs (Level 3) [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Derivative Liability Measured at Fair Value [Line Items] | ||
Balance of derivative liability, Beginning balance | ||
Initial fair value of derivative liability attributable to embedded conversion feature of convertible note payable | 2,782,569 | |
Gain from change in the fair value of derivative liability | (188,374) | (600,749) |
Reclassification of derivative liability to equity | (2,181,820) | |
Balance of derivative liability, Ending balance | 24,796 | |
Initial fair value of derivative liability attributable to warrants issuance with fund raise | $ 213,170 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Cash Balances by Geographic Area [Line items] | ||
Total cash | $ 285,400 | $ 1,990,910 |
Cash percentage | 100% | 100% |
United States [Member] | ||
Schedule of Cash Balances by Geographic Area [Line items] | ||
Total cash | $ 280,197 | $ 1,806,083 |
Cash percentage | 98.20% | 90.70% |
China [Member] | ||
Schedule of Cash Balances by Geographic Area [Line items] | ||
Total cash | $ 5,203 | $ 184,827 |
Cash percentage | 1.80% | 9.30% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share [Line Items] | |||
Potentially dilutive securities | 6,219,994 | 2,454,609 | |
Options to purchase common stock [Member] | |||
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share [Line Items] | |||
Potentially dilutive securities | 853,303 | 858,500 | |
Warrants to purchase common stock [Member] | |||
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share [Line Items] | |||
Potentially dilutive securities | 645,527 | 123,964 | |
Series A convertible preferred stock [Member] | |||
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share [Line Items] | |||
Potentially dilutive securities | [1] | 900,000 | 900,000 |
Series B convertible preferred stock [Member] | |||
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share [Line Items] | |||
Potentially dilutive securities | [2] | 2,910,053 | |
Convertible notes [Member] | |||
Schedule of Summarizes the Securities that were Excluded from the Diluted Per Share [Line Items] | |||
Potentially dilutive securities | [3] | 911,111 | 572,145 |
[1]Assumed the Series A convertible preferred stock was converted into shares of common stock of the Company at a conversion price of $10.00 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. Assumed the convertible notes were converted into shares of common stock of the Company at a conversion price of $4.50 and $1.50 per share for the year ended December 31, 2023. Assumed the convertible note was converted into shares of common stock of the Company at a conversion price of $6.50 per share for the year ended December 31, 2022. |
Prepaid Expense and Other Cur_3
Prepaid Expense and Other Current Assets (Details) - Schedule of Prepaid Expense and Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of prepaid expense and other current assets [Abstract] | ||
Prepaid professional fees | $ 33,062 | $ 93,817 |
Prepaid directors and officers liability insurance premium | 27,192 | 29,301 |
Deferred offering costs | 175,136 | 34,821 |
Deferred leasing costs | 33,402 | 33,402 |
Security deposit | 19,084 | |
Due from broker | 37,187 | |
Others | 62,015 | 37,565 |
Total | $ 367,994 | $ 247,990 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 43,037 | $ 162,040 |
Operating expenses | 7,221 | 2,987 |
Other operating expense | 417 | 825 |
Research and development expense | $ 35,399 | $ 158,228 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Line Items] | ||
Property, Plant and Equipment, useful life | $ 155,345 | $ 409,328 |
Less: accumulated depreciation | (117,262) | (271,034) |
Property, Plant and Equipment, Net | $ 38,083 | 138,294 |
Laboratory Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 5 years | |
Property, Plant and Equipment, useful life | $ 100,548 | 374,183 |
Office Equipment and Furniture [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property, Plant and Equipment, useful life | $ 54,797 | $ 35,145 |
Office Equipment and Furniture [Member] | Minimum [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 3 years | |
Office Equipment and Furniture [Member] | Maximum [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 10 years |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investment in Real Estate [Abstract] | ||
Depreciation expense | $ 168,683 | $ 168,683 |
Investment in Real Estate (De_2
Investment in Real Estate (Details) - Schedule of Investment in Real Estate - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Investment in Real Estate [Line Items] | ||
Investment in real estate, Gross | $ 8,237,943 | $ 8,237,943 |
Less: accumulated depreciation | (1,046,539) | (877,856) |
Investment in real estate, net | $ 7,191,404 | 7,360,087 |
Commercial real property building [Member] | ||
Schedule of Investment in Real Estate [Line Items] | ||
Useful life | 39 years | |
Investment in real estate, Gross | $ 7,708,571 | 7,708,571 |
Improvement [Member] | ||
Schedule of Investment in Real Estate [Line Items] | ||
Useful life | 12 years | |
Investment in real estate, Gross | $ 529,372 | $ 529,372 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investments (Details) [Line Items] | ||
Equity method investment | $ 12,095,020 | $ 485,008 |
Impairment loss | 454,679 | |
Purchased interests | $ 20,666,667 | |
Convertible shares | (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”), which approximated the fair value, and (iii) a $666,667 cash payment on February 9, 2024. The Series B Preferred Stock is convertible into shares of the Company’s common stock at a conversion price per share equal to $3.78, which approximated the market price at the date of closing, or an aggregate of 2,910,053 shares of the Company’s common stock, which are subject to a lock-up period and restrictions on sale (See Note 14 — Series B Convertible Preferred Stock Issued for Equity Method Investment). | |
Intangible assets and goodwill | $ 19,460,000 | |
Estimated useful life | 15 years | |
Income from equity method investment | $ (8,571,647) | |
Identified intangible assets | 9,392,644 | |
Goodwill | $ 259,579 | |
Avalon Shangai [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% | |
Laboratory Services MSO [Member] | ||
Equity Method Investments (Details) [Line Items] | ||
Equity interests percentage | 40% | |
Investment in Laboratory Services MSO, LLC [Member] | ||
Equity Method Investments (Details) [Line Items] | ||
Equity interests percentage | 40% | |
Investment in Epicon Biotech Co., Ltd. [Member] | ||
Equity Method Investments (Details) [Line Items] | ||
Equity method investment | $ 0 | $ 485,008 |
Impairment loss | $ 454,679 | |
Avalon Shangai [Member] | ||
Equity Method Investments (Details) [Line Items] | ||
Equity interests percentage | 60% | |
Impairment Loss [Member] | ||
Equity Method Investments (Details) [Line Items] | ||
Impairment loss | $ 9,196,682 | |
Income from equity method investment | $ 625,035 |
Equity Method Investments (De_2
Equity Method Investments (Details) - Schedule of Equity Method Investment - Lab Services MSO [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Equity Method Investment [Line Items] | |
Equity investment carrying amount, beginning balance | |
Payment for equity method investment: | |
The Company’s interest in the fair value of Lab Services MSO’s net assets at February 9, 2023 | 1,206,406 |
The Company’s interest in the net excess of Lab Services MSO’s fair value over net assets which was attributable to identifiable intangible assets at February 9, 2023 | 10,004,000 |
The Company’s interest in the net excess of Lab Services MSO’s fair value over net assets which was attributable to goodwill at February 9, 2023 | 9,456,261 |
Payment for equity method investment | 20,666,667 |
Loss from equity method investment – Lab Services MSO: | |
Lab Services MSO’s net income attributable to the Company | 1,236,391 |
Intangible assets amortization amount | (611,356) |
Impairment of goodwill | (9,196,682) |
Loss from equity method investment | (8,571,647) |
Equity investment carrying amount, ending balance | $ 12,095,020 |
Equity Method Investments (De_3
Equity Method Investments (Details) - Schedule of Summarized Financial Information, as Provided to the Company by the Investee - Unconsolidated Company [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Summarized Financial Information, as Provided to the Company by the Investee [Line Items] | |
Current assets | $ 4,930,254 |
Noncurrent assets | 5,228,044 |
Current liabilities | 828,713 |
Noncurrent liabilities | 4,104,183 |
Equity | $ 5,225,402 |
Equity Method Investments (De_4
Equity Method Investments (Details) - Schedule of Financial Information - Investment in Laboratory Services MSO, LLC [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Financial Information [Line Items] | |
Net revenue | $ 12,699,683 |
Gross profit | 4,744,277 |
Income from operation | 2,393,830 |
Net income | $ 3,090,977 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of Accrued Liabilities and Other Payables - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Liabilities and Other Payables [Abstract] | ||
Accrued tenants’ improvement reimbursement | $ 43,500 | $ 43,500 |
Tenants’ security deposit | 81,233 | 73,733 |
Accrued business expense reimbursement | 25,061 | 52,437 |
Accrued utilities | 15,166 | 15,631 |
Deferred rental income | 11,429 | 27,685 |
Accrued real property cleaning service fee | 7,570 | 23,564 |
Interest payable | 55,027 | |
Taxes payable | 11,794 | 7,337 |
Others | 22,135 | 39,347 |
Total | $ 272,915 | $ 283,234 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 09, 2023 | Jul. 06, 2023 | May 31, 2023 | May 23, 2023 | Jul. 25, 2022 | May 25, 2022 | May 18, 2022 | Apr. 29, 2022 | Apr. 15, 2022 | Mar. 28, 2022 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Aug. 05, 2022 | Jul. 08, 2022 | |
Convertible Note Payable [Line Items] | ||||||||||||||||
Convertible note amount | $ 39,848 | $ 127,654 | $ 3,718,943 | $ 190,000 | $ 199,840 | $ 659,581 | $ 2,669,522 | $ 2,782,569 | $ 3,718,943 | |||||||
Warrant exercisable term | 5 years | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 2.5 | $ 12.5 | ||||||||||||||
Financing amount | $ 190,000 | $ 199,840 | $ 659,581 | $ 2,669,522 | ||||||||||||
Interest accrued on the principal amount | 1% | |||||||||||||||
Conversion price | 95% | |||||||||||||||
Conversion price per share (in Dollars per share) | $ 1.5 | |||||||||||||||
Percentage of issued and outstanding shares of common stock | 4.99% | |||||||||||||||
Volatility rate | 89.70% | 111.94% | ||||||||||||||
Risk-free rate minimum | 4.37% | 2.75% | ||||||||||||||
Risk-free rate maximum | 2.89% | |||||||||||||||
Annual dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||
Annual dividend expected life | 5 years | 5 years | 5 years | 10 years | ||||||||||||
Purchase shares (in Shares) | 52,500 | 35,165 | ||||||||||||||
Amortization of debt discount | $ 3,281,078 | $ 3,281,078 | ||||||||||||||
Unpaid interest of convertible notes | $ 9,751 | |||||||||||||||
Conversion inducement charge | $ 344,264 | |||||||||||||||
Interest expense | 31,164 | 9,751 | ||||||||||||||
Purchase of common stock (in Shares) | 75,000 | |||||||||||||||
Purchase of warrants (in Shares) | 230,500 | |||||||||||||||
Principal amount | 4,800,000 | $ 350,000 | ||||||||||||||
Purchase price | 327,200 | |||||||||||||||
Original issue discount | $ 17,500 | $ 25,000 | $ 349,654 | |||||||||||||
Warrant exercise (in Dollars per share) | $ 2.5 | $ 3.2 | $ 4.5 | $ 2.5 | ||||||||||||
Debt issuance costs | $ 175,162 | |||||||||||||||
Issuance of warrants (in Shares) | 200,900 | 80,163 | 10,000 | |||||||||||||
Fair value warrants (in Shares) | 113,400 | 135,000 | 3,333 | |||||||||||||
Share price (in Dollars per share) | $ 1.96 | $ 0.48 | $ 7.8 | |||||||||||||
Volatility rate | 88.52% | 88.80% | ||||||||||||||
Risk-free rate | 4.75% | 4.37% | 3.76% | 2.81% | 3.84% | |||||||||||
Principal amount | $ 700,000 | |||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Issuance of common shares (in Shares) | 35,000 | |||||||||||||||
Purchase price | 475,000 | |||||||||||||||
Shares of common stock (in Shares) | 10,999,534 | 9,961,576 | ||||||||||||||
Debt issuance cost | $ 95,349 | |||||||||||||||
Original issue discount | $ 17,500 | $ 544,010 | $ 3,310,684 | |||||||||||||
Fair value (in Dollars per share) | $ 1.8 | |||||||||||||||
Stock price o (in Dollars per share) | $ 0.77 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Aggregate shares of common stock (in Shares) | 123,964 | |||||||||||||||
Number of warrants shares acquired (in Shares) | 6,333 | 6,661 | 21,986 | 88,984 | ||||||||||||
Conversion price per share (in Dollars per share) | $ 6.5 | $ 0.75 | ||||||||||||||
Common stock shares issuable | 20% | |||||||||||||||
Purchase shares (in Shares) | 43,750 | |||||||||||||||
Shares of common stock (in Shares) | 573,645 | 573,645 | ||||||||||||||
Fair value warrants (in Shares) | 192,500 | |||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.0001 | |||||||||||||||
Issuance of common shares (in Shares) | 70,000 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Volatility rate | 79.76% | 74.80% | ||||||||||||||
Annual dividend expected life | 9 years 8 months 12 days | 3 years | 3 years | |||||||||||||
Risk-free rate | 3.58% | 1.37% | ||||||||||||||
Other Trading [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Trading price (in Dollars per share) | $ 1.5 | $ 4.5 | ||||||||||||||
2022 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Convertible note amount | $ 498,509 | |||||||||||||||
Volatility rate | 95.97% | |||||||||||||||
May 2023 Covertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Risk-free rate minimum | 2.75% | |||||||||||||||
Risk-free rate maximum | 2.89% | |||||||||||||||
Annual dividend yield | 0% | |||||||||||||||
Annual dividend expected life | 10 years | |||||||||||||||
Senior Secured Promissory Notes [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Percentage of secured promissory notes | 13% | |||||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||||||
May 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Amortization of debt discount | $ 115,450 | |||||||||||||||
Common stock per share (in Dollars per share) | $ 4.5 | |||||||||||||||
Warrant exercise (in Dollars per share) | $ 3.2 | |||||||||||||||
Fair value warrants (in Shares) | 105,500 | |||||||||||||||
May 2023 Convertible Note [Member] | Minimum [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Common stock per share (in Dollars per share) | $ 1.5 | |||||||||||||||
May 2023 Convertible Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Common stock per share (in Dollars per share) | $ 0.0001 | |||||||||||||||
July 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 4.5 | |||||||||||||||
Purchase shares (in Shares) | 41,665 | |||||||||||||||
Amortization of debt discount | 78,974 | |||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||
Original issue discount | $ 89,191 | |||||||||||||||
Warrant exercise (in Dollars per share) | $ 4.5 | $ 3.2 | ||||||||||||||
Fair value warrants (in Shares) | 44,998 | 35,165 | ||||||||||||||
Share price (in Dollars per share) | $ 1.42 | |||||||||||||||
Percentage promissory notes | 13% | |||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||
Price per share (in Dollars per share) | $ 4.5 | |||||||||||||||
Debt issuance cost | $ 74,204 | |||||||||||||||
October 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Purchase shares (in Shares) | 52,500 | |||||||||||||||
Amortization of debt discount | $ 128,748 | |||||||||||||||
Common stock per share (in Dollars per share) | $ 1.5 | |||||||||||||||
Percentage promissory notes | 13% | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Purchase shares (in Shares) | 43,750 | 125,000 | 105,500 | |||||||||||||
Purchase price | $ 332,500 | |||||||||||||||
Warrant exercise (in Dollars per share) | $ 2.5 | $ 4.5 | $ 4.5 | |||||||||||||
Common stock shares outstanding (in Shares) | 35,000 | 75,000 | ||||||||||||||
Fair value warrants (in Shares) | 87,500 | 44,998 | 135,000 | 44,998 | ||||||||||||
Warrant [Member] | Common Stock [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Warrant exercise (in Dollars per share) | $ 1.8 | $ 3.2 | ||||||||||||||
Warrant [Member] | May 2023 Covertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||
Purchase price | 1,425,000 | |||||||||||||||
Original issue discount | $ 75,000 | |||||||||||||||
Warrant exercise (in Dollars per share) | $ 4.5 | |||||||||||||||
Warrant [Member] | July 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Warrant exercise (in Dollars per share) | $ 4.5 | |||||||||||||||
Warrant [Member] | October 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Principal amount | $ 350,000 | |||||||||||||||
Purchase price | $ 332,500 | |||||||||||||||
Warrant [Member] | May 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Warrant exercise (in Dollars per share) | $ 4.5 | |||||||||||||||
Warrant [Member] | July 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Fair value warrants (in Shares) | 76,830 | |||||||||||||||
Shares of common stock (in Shares) | 25,000 | |||||||||||||||
Warrant [Member] | October 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Warrant exercise (in Dollars per share) | $ 1.8 | |||||||||||||||
Fair value warrants (in Shares) | 8,400 | |||||||||||||||
Fair value (in Dollars per share) | $ 2.5 | |||||||||||||||
Warrant [Member] | October 2023 Convertible Note [Member] | Common Stock [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Fair value warrants (in Shares) | 113,400 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Annual dividend expected life | 5 years | |||||||||||||||
Common Stock [Member] | July 2023 Convertible Note [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.0001 | |||||||||||||||
Issuance of common shares (in Shares) | 25,000 | |||||||||||||||
Common Stock [Member] | Warrant [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Purchase shares (in Shares) | 123,964 | |||||||||||||||
Black Scholes Option [Member] | ||||||||||||||||
Convertible Note Payable [Line Items] | ||||||||||||||||
Risk-free rate minimum | 2.71% | |||||||||||||||
Risk-free rate maximum | 2.92% | |||||||||||||||
Annual dividend expected life | 5 years |
Convertible Note Payable (Det_2
Convertible Note Payable (Details) - Schedule of Amortization Payments in Cash | 12 Months Ended |
Dec. 31, 2023 | |
November 23, 2023 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $150,000 plus accrued interest through November 23, 2023 |
December 23, 2023 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $150,000 plus accrued interest through December 23, 2023 |
January 23, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $200,000 plus accrued interest through January 23, 2024 |
February 23, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $250,000 plus accrued interest through February 23, 2024 |
March 23, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $250,000 plus accrued interest through March 23, 2024 |
April 23, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $300,000 plus accrued interest through April 23, 2024 |
May 23, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | The entire remaining outstanding balance of the May 2023 Convertible Note |
January 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $50,000 plus accrued interest through January 6, 2024 |
February 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $50,000 plus accrued interest through February 6, 2024 |
March 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $66,000 plus accrued interest through March 6, 2024 |
April 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $83,000 plus accrued interest through April 6, 2024 |
May 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $83,000 plus accrued interest through May 6, 2024 |
June 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $100,000 plus accrued interest through June 6, 2024 |
July 6, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | The entire remaining outstanding balance of the July 2023 Convertible Note |
April 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $35,000 plus accrued interest through April 9, 2024 |
April 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $35,000 plus accrued interest through April 9, 2024 |
May 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $35,000 plus accrued interest through May 9, 2024 |
June 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $46,667 plus accrued interest through June 9, 2024 |
June 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $46,667 plus accrued interest through June 9, 2024 |
July 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $58,333 plus accrued interest through July 9, 2024 |
July 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $58,333 plus accrued interest through July 9, 2024 |
August 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $58,333 plus accrued interest through August 9, 2024 |
August 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $58,333 plus accrued interest through August 9, 2024 |
September 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $70,000 plus accrued interest through September 9, 2024 |
September 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $70,000 plus accrued interest through September 9, 2024 |
October 9, 2024 [Member] | Mast Hill [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | The entire remaining outstanding balance of the October 2023 Convertible Note |
October 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | The entire remaining outstanding balance of the October 2023 Convertible Note |
May 9, 2024 [Member] | Firstfire [Member] | |
Schedule of Amortization Payments in Cash [Line Items] | |
Amortization payments description | $35,000 plus accrued interest through May 9, 2024 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | ||||||||
Oct. 09, 2023 | Jul. 06, 2023 | May 31, 2023 | May 23, 2023 | Jul. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Aug. 05, 2022 | |
Derivative Liability [Line Items] | |||||||||
Convertible debt (in Dollars) | $ 2,181,820 | $ 2,782,569 | $ 0 | ||||||
Volatility percentage | 89.70% | 111.94% | |||||||
Risk-free rate | 4.37% | 2.75% | |||||||
Risk-free rate | 2.89% | ||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | |||
Expected life | 5 years | 5 years | 5 years | 10 years | |||||
Risk-free rate | 4.75% | 4.37% | 3.76% | 2.81% | 3.84% | ||||
Derivative liability decrease (in Dollars) | $ 600,749 | ||||||||
Warrants issued (in Shares) | 200,900 | 80,163 | 10,000 | ||||||
Sale of warrants (in Shares) | 113,400 | 135,000 | 3,333 | ||||||
Warrants exercise price (in Dollars per share) | $ 2.5 | $ 3.2 | $ 4.5 | $ 2.5 | |||||
Stock price per share (in Dollars per share) | $ 1.96 | $ 0.48 | $ 7.8 | ||||||
Derivative liability (in Dollars) | $ 20,920 | $ 24,796 | |||||||
Expected life | 4 years 9 months 18 days | ||||||||
Derivative liability (in Dollars) | $ 188,374 | ||||||||
Minimum [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Volatility percentage | 79.76% | 74.80% | |||||||
Expected life | 9 years 8 months 12 days | 3 years | 3 years | ||||||
Risk-free rate | 3.58% | 1.37% | |||||||
Maximum [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Volatility percentage | 96.37% | 117.46% | |||||||
Expected life | 9 years 292 days | 5 years | 5 years | ||||||
Risk-free rate | 4.76% | 4.48% | |||||||
Five-Year Anniversary of July 6, 2023 [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Volatility percentage | 83.66% | ||||||||
Dividend yield | 0% | ||||||||
Expected life | 4 years 6 months | ||||||||
Warrants exercise price (in Dollars per share) | $ 4.5 | ||||||||
Five-Year Anniversary of October 9, 2023 [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Volatility percentage | 86.33% | ||||||||
Dividend yield | 0.77% | 0% | |||||||
Risk-free rate | 3.84% | ||||||||
Sale of warrants (in Shares) | 113,400 | ||||||||
Warrants exercise price (in Dollars per share) | $ 1.8 | ||||||||
Stock price per share (in Dollars per share) | $ 0.48 | ||||||||
Warrants issued (in Shares) | 87,500 | ||||||||
May 2023 Convertible Note [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Sale of warrants (in Shares) | 105,500 | ||||||||
Warrants exercise price (in Dollars per share) | $ 3.2 | ||||||||
Black Scholes Option [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Sale of warrants (in Shares) | 135,000 | ||||||||
Warrants exercise price (in Dollars per share) | $ 4.5 | ||||||||
Black-Scholes Valuation Model [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Dividend yield | 0% | 0% | |||||||
Risk-free rate | 4.37% | 3.84% | |||||||
Sale of warrants (in Shares) | 135,000 | ||||||||
Warrants exercise price (in Dollars per share) | $ 4.5 | $ 4.5 | |||||||
Stock price per share (in Dollars per share) | $ 1.42 | $ 0.48 | |||||||
Derivative liability (in Dollars) | $ 14,805 | ||||||||
Expected life | 5 years | 4 years 4 months 24 days | |||||||
Convertible Debt [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Warrants exercise price (in Dollars per share) | $ 4.5 | ||||||||
Warrant [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Sale of warrants (in Shares) | 87,500 | 44,998 | 135,000 | 44,998 | |||||
Warrants exercise price (in Dollars per share) | $ 2.5 | $ 4.5 | $ 4.5 | ||||||
Derivative liability (in Dollars) | $ 5,098 | ||||||||
July 2023 Convertible Note [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Sale of warrants (in Shares) | 44,998 | 35,165 | |||||||
Warrants exercise price (in Dollars per share) | $ 4.5 | $ 3.2 | |||||||
Stock price per share (in Dollars per share) | $ 1.42 | ||||||||
July 2023 Convertible Note [Member] | Warrant [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Sale of warrants (in Shares) | 76,830 | ||||||||
Black-Scholes Valuation Model [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Volatility percentage | 89.70% | 88.52% | 88.80% | 83.96% | |||||
Convertible Debt [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Volatility percentage | 95.53% | 95.97% | |||||||
Five Year Anniversary [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Sale of warrants (in Shares) | 113,400 | 44,998 | 113,400 | ||||||
Five Year Anniversary [Member] | Warrant [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Warrants exercise price (in Dollars per share) | $ 3.2 | ||||||||
Mast Hill [Member] | |||||||||
Derivative Liability [Line Items] | |||||||||
Warrants issued (in Shares) | 240,500 |
Note Payable, Net (Details)
Note Payable, Net (Details) - USD ($) | 12 Months Ended | |||||||
Jul. 06, 2023 | May 23, 2023 | Nov. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | May 31, 2023 | Sep. 01, 2022 | |
Note Payable, Net [Line Items] | ||||||||
Principal amount | $ 4,800,000 | $ 350,000 | ||||||
Interest percentage | 13% | 11% | ||||||
Secured amount | $ 4,800,000 | |||||||
Loan borrowed | 1,000,000 | $ 1,000,000 | ||||||
Amortization of debt issuance costs | $ 2,435 | $ 11,162 | 106,557 | |||||
Notes Payable, Other Payables [Member] | ||||||||
Note Payable, Net [Line Items] | ||||||||
Principal amount | $ 4,800,000 | |||||||
Interest payment | $ 44,000 | 10,833 | ||||||
Amortization of debt issuance costs | $ 29,606 | |||||||
Interest expense related to note payable | $ 176,000 | |||||||
Interest Rate Risk [Member] | ||||||||
Note Payable, Net [Line Items] | ||||||||
Principal payment | $ 480,000 |
Note Payable, Net (Details) - S
Note Payable, Net (Details) - Schedule of Note Payable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Note Payable [Abstract] | ||
Principal amount | $ 5,800,000 | $ 4,800,000 |
Less: unamortized debt issuance costs | (203,781) | (236,848) |
Note payable, net | $ 5,596,219 | $ 4,563,152 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||||||
Nov. 17, 2023 | Dec. 22, 2022 | Aug. 05, 2022 | Aug. 29, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2017 | |
Related Party Transactions [Line Items] | ||||||||
Consulting expenses | $ 86,528 | $ 144,064 | ||||||
Line of credit | $ 100,000 | |||||||
Line of credit facility | $ 13,200,000 | |||||||
Shares sold (in Shares) | 44,872 | |||||||
Purchase price per share (in Dollars per share) | $ 7.8 | |||||||
Received amount | $ 350,000 | |||||||
Shares sold (in Shares) | 4,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock value | $ 1,000 | |||||||
Additional outstanding interest | $ 30 | |||||||
Pruchsae price | 3,000,000 | |||||||
Beijing Genexosome [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Ownership percentage | 40% | |||||||
Line of Credit Agreement [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Line of credit | $ 20,000,000 | |||||||
Promissory note maturity date | Dec. 31, 2024 | |||||||
Bears interest rate | 5% | |||||||
Membership [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Pruchsae price | 7,000,000 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Gross proceeds | $ 4,000,000 | |||||||
Wenzhao Lu [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Accrued liabilities and other payables | $ 33,712 | $ 0 | ||||||
Avalon RT 9 [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Additional outstanding interest | $ 70 | |||||||
Related Party [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Rental revenue | 50,400 | $ 50,400 | ||||||
Rent receivable | 124,500 | 74,100 | ||||||
Accrued liabilities and other payables | 33,712 | 0 | ||||||
Interest expense | 33,712 | 79,898 | ||||||
Long-term line of credit | 6,800,000 | |||||||
Advance amount | 485,714 | |||||||
Related Party [Member] | Lab Services MSO [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Accrued liabilities and other payables | 72,746 | |||||||
Beijing Genexosome [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Cash payment | $ 450,000 | |||||||
Dr. Yu Zhou [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Unpaid acquisition consideration | $ 100,000 | $ 100,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Line of Credit - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Line of Credit [Abstract] | ||
Outstanding principal, beginning | $ 2,750,262 | |
Draw down from Line of Credit | 100,000 | |
Repayment of Line of Credit | (410,000) | |
Settlement of Line of Credit in shares | (2,440,262) | |
Outstanding principal, ending | 850,000 | |
Draw down from Line of Credit | $ 850,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Effective tax rate | 25% | |
Foreign subsidiary | $ 3,135,027 | |
Federal and state net operating loss carryforwards | 46,969,776 | $ 52,929,248 |
U.S. federal net operating loss carryovers | 48,003,744 | |
Federal net operating loss | 2,487,555 | |
federal net operating loss | $ 61,847 | |
Foreign entity tax disclosure | $10,000 | |
CHINA | ||
Income Taxes (Details) [Line Items] | ||
Foreign subsidiary | $ 2,460,636 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Company’s Loss Before Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company’s Loss Before Income Taxes [Abstract] | ||
United States loss before income taxes | $ (15,928,780) | $ (11,567,154) |
China loss before income taxes | (778,230) | (363,693) |
Total loss before income taxes | $ (16,707,010) | $ (11,930,847) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Components of Income Taxes Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total current income taxes expense | ||
Deferred: | ||
U.S. federal | (3,256,007) | (1,729,700) |
U.S. state and local | (1,102,392) | (585,627) |
China | (183,443) | 209,806 |
Total deferred income taxes (benefit) | (4,541,842) | (2,105,521) |
Change in valuation allowance | 4,541,842 | 2,105,521 |
Total income taxes expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of U.S. Statutory Rate and the Company’s Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of U.S. Statutory Rate and the Company’s Effective Tax Rate [Abstract] | ||
U.S. federal rate | 21% | 21% |
U.S. state rate | 6.70% | 5.60% |
Permanent difference | (0.10%) | (3.80%) |
Non-US rate differential | 0.20% | 0.10% |
True ups | (0.60%) | (5.30%) |
U.S. valuation allowance | (27.20%) | (17.60%) |
Total provision for income taxes | 0% | 0% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Taxes - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Stock-based compensation | $ 3,501,507 | $ 3,499,969 |
Disallowed business interest deduction | 9,476 | |
Research and development expense | 130,823 | 137,864 |
Accrued directors’ compensation | 165,490 | 47,787 |
Accrued settlement | 126,945 | 126,495 |
Partnership Investment | 2,422,744 | |
Lease liability | 20,935 | 1,687 |
Capital Loss Limitation | 149,394 | |
Net operating loss carryforward | 15,493,570 | 13,634,920 |
Total deferred tax assets, gross | 22,020,434 | 17,448,722 |
Valuation allowance | (21,871,551) | (17,329,708) |
Total deferred tax assets, net | 148,884 | 119,014 |
Deferred tax liabilities | ||
Fixed assets and intangible assets book/tax basis difference | (129,636) | (119,014) |
Right-of-use assets | (19,248) | |
Total deferred tax liabilities | (148,884) | (119,014) |
Net deferred tax assets |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 09, 2023 | Jul. 06, 2023 | May 23, 2023 | Aug. 05, 2022 | Jul. 25, 2022 | Mar. 28, 2022 | Jul. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Feb. 09, 2023 | Dec. 22, 2022 | Jul. 08, 2022 | May 25, 2022 | May 18, 2022 | Apr. 29, 2022 | Apr. 15, 2022 | |
Equity [Line Items] | |||||||||||||||||
Common stock, shares authorized (in Shares) | 490,000,000 | 490,000,000 | |||||||||||||||
preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 | 4,000 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||
Proceeds received from preferred stock | $ 9,000,000 | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 6.5 | $ 3.78 | |||||||||||||||
Conversion percentage | 95% | ||||||||||||||||
Aggregate shares (in Shares) | 2,910,053 | ||||||||||||||||
Price per share (in Dollars per share) | $ 1.96 | $ 7.8 | $ 0.48 | ||||||||||||||
Common stock, issued (in Shares) | 32,051 | ||||||||||||||||
Subscription agreement received proceeds | $ 250,000 | ||||||||||||||||
Issuance of common stock value for services | $ 999,655 | $ 340,950 | |||||||||||||||
Stock-based compensation expense | 834,784 | 310,950 | |||||||||||||||
Reduction in accrued liabilities | 164,871 | 30,000 | |||||||||||||||
Common stock value issued as convertible note payable commitment fee | 236,400 | ||||||||||||||||
Principal amount | 2,565,000 | 3,718,943 | |||||||||||||||
Unpaid interest | $ 9,751 | ||||||||||||||||
Price per share (in Dollars per share) | $ 1.5 | ||||||||||||||||
Conversion inducement charge | 344,264 | ||||||||||||||||
Debt settlement | $ 2,440,262 | $ 2,440,262 | |||||||||||||||
Total amount of debt settled | 2,888,593 | ||||||||||||||||
Aggregate intrinsic value | $ 319,380 | $ 421,428 | |||||||||||||||
Volatility rate | 89.70% | 111.94% | |||||||||||||||
Risk-free rate | 4.75% | 4.37% | 3.76% | 2.81% | 3.84% | ||||||||||||
Dividend yield rate | 0% | 0% | 0% | 0% | 0% | 0% | |||||||||||
Expected life | 5 years | 5 years | 5 years | 10 years | |||||||||||||
Compensation and related benefits | $ 172,943 | $ 234,856 | |||||||||||||||
Professional fees | 3,076,477 | 2,909,652 | |||||||||||||||
Research and development expenses | $ 109,618 | 731,328 | |||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 3.2 | $ 4.5 | $ 2.5 | |||||||||||||
Black-Scholes option-pricing volatility rate | 88.52% | 88.80% | |||||||||||||||
Risk free interest | 4.37% | 2.75% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.89% | ||||||||||||||||
Convertible common stock (in Shares) | 3,333 | ||||||||||||||||
Convertible notes payable | $ 39,848 | $ 127,654 | $ 3,718,943 | 3,718,943 | $ 2,782,569 | $ 3,718,943 | $ 190,000 | $ 199,840 | $ 659,581 | $ 2,669,522 | |||||||
Warrants share (in Shares) | 113,400 | 135,000 | 3,333 | ||||||||||||||
Warrants with an exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Stock price per share (in Dollars per share) | $ 1.42 | ||||||||||||||||
Convertible debt issuance costs | $ 2,435 | $ 11,162 | $ 106,557 | ||||||||||||||
Common Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Proceeds received from preferred stock | |||||||||||||||||
Issuance of common stock for services (in Shares) | 361,331 | 40,896 | |||||||||||||||
Issuance of common stock value for services | $ 36 | $ 4 | |||||||||||||||
Common shares issued as convertible note payable commitment fee (in Shares) | 170,000 | ||||||||||||||||
Common stock value issued as convertible note payable commitment fee | $ 17 | ||||||||||||||||
Conversion of convertible note (in Shares) | 573,645 | 573,645 | |||||||||||||||
Price per share (in Dollars per share) | $ 6.5 | $ 0.75 | |||||||||||||||
Issuance of common shares (in Shares) | 444,399 | ||||||||||||||||
Total amount of debt settled | $ 44 | ||||||||||||||||
Warrants share (in Shares) | 192,500 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Conversion price per share (in Dollars per share) | $ 1.5 | ||||||||||||||||
Volatility rate | 79.76% | 74.80% | |||||||||||||||
Risk-free rate | 3.58% | 1.37% | |||||||||||||||
Expected life | 9 years 8 months 12 days | 3 years | 3 years | ||||||||||||||
Maximum [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Conversion price per share (in Dollars per share) | $ 4.5 | ||||||||||||||||
Volatility rate | 96.37% | 117.46% | |||||||||||||||
Risk-free rate | 4.76% | 4.48% | |||||||||||||||
Expected life | 9 years 292 days | 5 years | 5 years | ||||||||||||||
Roth Capital Partners, LLC [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 1.39 | ||||||||||||||||
Net proceeds | $ 414,396 | ||||||||||||||||
Other offering cost | $ 220,995 | ||||||||||||||||
Aggregate offering price amount | $ 3,500,000 | ||||||||||||||||
Roth Capital Partners, LLC [Member] | Common Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Aggregate shares issued (in Shares) | 456,627 | ||||||||||||||||
Mast Hill [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Convertible common stock (in Shares) | 125,000 | ||||||||||||||||
Mast Mill and FirstFire [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||
Convertible common stock (in Shares) | 105,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Aggregate intrinsic value | $ 0 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | $ 4.5 | $ 4.5 | ||||||||||||||
Warrants share (in Shares) | 87,500 | 44,998 | 135,000 | 44,998 | |||||||||||||
Warrant [Member] | Common Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 1.8 | $ 3.2 | |||||||||||||||
Investor [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Convertible common stock (in Shares) | 123,964 | ||||||||||||||||
Firstfire [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Convertible common stock (in Shares) | 41,665 | ||||||||||||||||
Warrants with an exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Designated, shares (in Shares) | 15,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 10 | ||||||||||||||||
Conversion percentage | 90% | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 9,000 | ||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 9,000 | ||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 9,000 | ||||||||||||||||
Proceeds received from preferred stock | $ 9,000,000 | ||||||||||||||||
Issuance of common stock value for services | |||||||||||||||||
Common stock value issued as convertible note payable commitment fee | |||||||||||||||||
Total amount of debt settled | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Designated, shares (in Shares) | 15,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||
Preferred stock, stated value | $ 1,000 | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 3.78 | ||||||||||||||||
Preferred stock, shares issued (in Shares) | 11,000 | ||||||||||||||||
Preferred stock, shares outstanding (in Shares) | 11,000 | ||||||||||||||||
Issued shares (in Shares) | 11,000 | ||||||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Proceeds received from preferred stock | |||||||||||||||||
Issuance of common stock value for services | |||||||||||||||||
Common stock value issued as convertible note payable commitment fee | |||||||||||||||||
Total amount of debt settled | |||||||||||||||||
Lab Services MSO [Member] | Series B Convertible Preferred Stock Issued for Equity Method Investment [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Equity interest, percentage | 40% | ||||||||||||||||
Series B Convertible Preferred Stock Issued for Equity Method Investment [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Professional fees | 106,565 | 84,064 | |||||||||||||||
Research and development expenses | $ 5,469 | $ 39,193 | |||||||||||||||
Jefferies LLC [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 17,064 | ||||||||||||||||
Price per share (in Dollars per share) | $ 7.9 | ||||||||||||||||
Net proceeds | $ 112,328 | ||||||||||||||||
Other offering cost | 23,239 | ||||||||||||||||
Wenzhao Lu [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 7.8 | ||||||||||||||||
Common stock, issued (in Shares) | 44,872 | ||||||||||||||||
Subscription agreement received proceeds | $ 350,000 | ||||||||||||||||
Convertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Common shares issued as convertible note payable commitment fee (in Shares) | 170,000 | ||||||||||||||||
Common stock value issued as convertible note payable commitment fee | $ 236,400 | ||||||||||||||||
Volatility rate | 95.53% | 95.97% | |||||||||||||||
2022 Convertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Principal amount | 3,718,943 | ||||||||||||||||
Unpaid interest | $ 9,751 | ||||||||||||||||
Conversion of convertible note (in Shares) | 573,645 | ||||||||||||||||
Price per share (in Dollars per share) | $ 6.5 | ||||||||||||||||
Conversion inducement charge | $ 344,264 | ||||||||||||||||
Convertible notes payable | $ 498,509 | ||||||||||||||||
Line of Credit [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Unpaid interest | $ 448,331 | ||||||||||||||||
Issuance of common shares (in Shares) | 444,399 | ||||||||||||||||
Total amount of debt settled | $ 2,888,593 | ||||||||||||||||
Fair market value | $ 888,353 | $ 888,353 | |||||||||||||||
March 2022 Convertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Principal amount | $ 3,718,943 | ||||||||||||||||
Aggregate shares (in Shares) | 123,964 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 12.5 | ||||||||||||||||
Black-Scholes Valuation Model [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Dividend yield rate | 0% | 0% | 0% | ||||||||||||||
Expected life | 5 years | 5 years | 5 years | ||||||||||||||
Black-Scholes option-pricing volatility rate | 89.70% | 88.80% | 111.94% | ||||||||||||||
Risk free interest | 4.75% | 3.76% | 2.71% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.92% | ||||||||||||||||
Stock price per share (in Dollars per share) | $ 0.77 | $ 1.96 | |||||||||||||||
May 2023 Covertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Warrant issued, description | (i) a warrant to purchase 125,000 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023, and (ii) a warrant to purchase 105,500 shares of common stock with an exercise price of $3.20 exercisable until the five-year anniversary of May 23, 2023, which warrant shall be cancelled and extinguished against payment of the May 2023 Convertible Note, to Mast Hill; and issued a warrant to purchase 10,000 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of May 23, 2023 to a third party as a finder’s fee. | ||||||||||||||||
Warrants share (in Shares) | 135,000 | ||||||||||||||||
Warrants with an exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Common stock purchse (in Shares) | 10,000 | ||||||||||||||||
May 2023 Covertible Note [Member] | Warrant [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 3.2 | ||||||||||||||||
Warrants share (in Shares) | 105,500 | ||||||||||||||||
July 2023 Convertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Warrant issued, description | (i) a warrant to purchase 41,665 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023, and (ii) a warrant to purchase 35,165 shares of common stock with an exercise price of $3.20 exercisable until the five-year anniversary of July 6, 2023, which warrant shall be cancelled and extinguished against payment of the July 2023 Convertible Note, to Firstfire; and issued a warrant to purchase 3,333 shares of common stock with an exercise price of $4.50 exercisable until the five-year anniversary of July 6, 2023 to a third party as a finder’s fee. | ||||||||||||||||
Warrants with an exercise price (in Dollars per share) | 4.5 | ||||||||||||||||
July 2023 Convertible Note [Member] | Warrant [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Warrants share (in Shares) | 35,165 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Convertible notes payable | $ 28,691 | ||||||||||||||||
October 2023 Convertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||
Warrant issued, description | (i) a warrant to purchase 105,000 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023, (ii) a warrant to purchase 87,500 shares of common stock with an exercise price of $1.80 exercisable until the five-year anniversary of October 9, 2023, which warrant shall be cancelled and extinguished against payment of the October 2023 Convertible Note, to Mast Hill and Firstfire; and issued a warrant to purchase 8,400 shares of common stock with an exercise price of $2.50 exercisable until the five-year anniversary of October 9, 2023 to a third party as a finder’s fee. | ||||||||||||||||
Warrants share (in Shares) | 113,400 | ||||||||||||||||
Warrants with an exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||
Common stock purchse (in Shares) | 8,400 | ||||||||||||||||
Convertible debt issuance costs | $ 3,380 | ||||||||||||||||
October 2023 Convertible Note [Member] | Warrant [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||
Stock Option [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ 284,977 | $ 358,113 | |||||||||||||||
Aggregate intrinsic value | $ 0 | ||||||||||||||||
Five Year Anniversary [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Warrants share (in Shares) | 113,400 | 44,998 | 113,400 | ||||||||||||||
Five Year Anniversary [Member] | Liability [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Warrants share (in Shares) | 44,998 | ||||||||||||||||
Five Year Anniversary [Member] | Warrant [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 3.2 | ||||||||||||||||
Five Year Anniversary [Member] | May 2023 Covertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 4.5 | ||||||||||||||||
Five Year Anniversary [Member] | October 2023 Convertible Note [Member] | |||||||||||||||||
Equity [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 1.8 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
0.59 – 2.08 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Options Outstanding, Range of Exercise Price, lower limit | $ 0.59 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 3 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.72 |
Options Exercisable, Number Exercisable (in Shares) | shares | 69,333 |
Options Outstanding, Number Outstanding (in Shares) | shares | 149,000 |
Options Outstanding, Range of Exercise Price, Upper limit | $ 2.08 |
Options Exercisable, Weighted Average Exercise Price | 1.88 |
3.25 – 8.20 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Options Outstanding, Range of Exercise Price, lower limit | $ 3.25 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 14 days |
Options Outstanding, Weighted Average Exercise Price | $ 5.26 |
Options Exercisable, Number Exercisable (in Shares) | shares | 307,803 |
Options Outstanding, Number Outstanding (in Shares) | shares | 307,803 |
Options Outstanding, Range of Exercise Price, Upper limit | $ 8.2 |
Options Exercisable, Weighted Average Exercise Price | 5.26 |
10.20 – 20.00 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Options Outstanding, Range of Exercise Price, lower limit | $ 10.2 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 14 days |
Options Outstanding, Weighted Average Exercise Price | $ 16.65 |
Options Exercisable, Number Exercisable (in Shares) | shares | 396,500 |
Options Outstanding, Number Outstanding (in Shares) | shares | 396,500 |
Options Outstanding, Range of Exercise Price, Upper limit | $ 20 |
Options Exercisable, Weighted Average Exercise Price | 16.65 |
0.59 – 20.00 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Options Outstanding, Range of Exercise Price, lower limit | $ 0.59 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 9 months |
Options Outstanding, Weighted Average Exercise Price | $ 9.94 |
Options Exercisable, Number Exercisable (in Shares) | shares | 773,636 |
Options Outstanding, Number Outstanding (in Shares) | shares | 853,303 |
Options Outstanding, Range of Exercise Price, Upper limit | $ 20 |
Options Exercisable, Weighted Average Exercise Price | $ 10.8 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of Stock Option Activity - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Option [Member] | ||
Schedule of Stock Option Activity [Line Items] | ||
Number of Options, Beginning Balance | 800,500 | 772,500 |
Weighted Average Exercise Price, Beginning Balance | $ 13.03 | $ 14.48 |
Number of Options, Granted | 186,803 | 86,000 |
Weighted Average Exercise Price, Granted | $ 2.35 | $ 6.59 |
Number of Options, Expired | (134,000) | (58,000) |
Weighted Average Exercise Price, Expired | $ (17.86) | $ (22.79) |
Number of Options, Balance Ending | 853,303 | 800,500 |
Weighted Average Exercise Price, Balance Ending | $ 9.94 | $ 13.03 |
Number of Options, Options exercisable | 773,636 | |
Weighted Average Exercise Price, Options exercisable | $ 10.8 | |
Number of Options, Options expected to vest | 79,667 | |
Weighted Average Exercise Price, Options expected to vest | $ 1.57 | |
Stock Warrant [Member] | ||
Schedule of Stock Option Activity [Line Items] | ||
Number of Options, Beginning Balance | 123,964 | |
Weighted Average Exercise Price, Beginning Balance | $ 12.5 | |
Number of Options, Granted | 521,563 | 123,964 |
Weighted Average Exercise Price, Granted | $ 3.26 | $ 12.5 |
Number of Options, Balance Ending | 645,527 | 123,964 |
Weighted Average Exercise Price, Balance Ending | $ 5.04 | $ 12.5 |
Number of Options, Options exercisable | 417,362 | |
Weighted Average Exercise Price, Options exercisable | $ 6.33 | |
Number of Options, Options expected to vest | 228,165 | |
Weighted Average Exercise Price, Options expected to vest | $ 2.66 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of Nonvested Stock Options Granted - Nonvested [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Option [Member] | ||
Schedule of Nonvested Stock Options Granted [Line Items] | ||
Number of Options, Nonvested Beginning | 20,000 | 20,583 |
Weighted Average Exercise Price, Nonvested Beginning | $ 4.29 | $ 10.39 |
Number of Options, Granted | 186,803 | 86,000 |
Weighted Average Exercise Price, Granted | $ 2.35 | $ 6.59 |
Number of Options, Vested | (127,136) | (86,583) |
Weighted Average Exercise Price, Vested | $ (3.14) | $ (8.03) |
Number of Options, Nonvested Ending | 79,667 | 20,000 |
Weighted Average Exercise Price, Nonvested Ending | $ 1.57 | $ 4.29 |
Warrant [Member] | ||
Schedule of Nonvested Stock Options Granted [Line Items] | ||
Number of Options, Nonvested Beginning | ||
Weighted Average Exercise Price, Nonvested Beginning | ||
Number of Options, Issued | 521,563 | 123,964 |
Weighted Average Exercise Price, Issued | $ 3.26 | $ 12.5 |
Number of Options, Vested | (293,398) | (123,964) |
Weighted Average Exercise Price, Vested | $ (3.73) | $ (12.5) |
Number of Options, Nonvested Ending | 228,165 | |
Weighted Average Exercise Price, Nonvested Ending | $ 2.66 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrants Outstanding [Member] | 1.80 – 2.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Outstanding, Exercise Price, lower limit | $ 1.8 |
Warrants Outstanding,Exercise Price, upper limit | $ 2.5 |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 200,900 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 10 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 2.2 |
Warrants Outstanding [Member] | 3.20 – 4.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Outstanding, Exercise Price, lower limit | 3.2 |
Warrants Outstanding,Exercise Price, upper limit | $ 4.5 |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 320,663 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 4 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 3.93 |
Warrants Outstanding [Member] | 12.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Outstanding,Exercise Price | $ 12.5 |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 123,964 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 3 months 21 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 12.5 |
Warrants Outstanding [Member] | 1.80 – 12.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Outstanding, Exercise Price, lower limit | 1.8 |
Warrants Outstanding,Exercise Price, upper limit | $ 12.5 |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 645,527 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 25 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 5.04 |
Warrants Exercisable [Member] | 1.80 – 2.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 113,400 |
Warrants Exercisable, Weighted Average Exercise Price | $ 2.5 |
Warrants Exercisable [Member] | 3.20 – 4.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 179,998 |
Warrants Exercisable, Weighted Average Exercise Price | $ 4.5 |
Warrants Exercisable [Member] | 12.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 123,964 |
Warrants Exercisable, Weighted Average Exercise Price | $ 12.5 |
Warrants Exercisable [Member] | 1.80 – 12.50 [Member] | |
Equity (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding [Line Items] | |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 417,362 |
Warrants Exercisable, Weighted Average Exercise Price | $ 6.33 |
Statutory Reserve and Restric_2
Statutory Reserve and Restricted Net Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statutory Reserve and Restricted Net Assets [Abstract] | ||
Statutory reserve percentage | 10% | |
Reserve registered capital percentage | 50% | |
Statutory reserve | $ 6,578 | $ 6,578 |
Restricted net assets | $ 1,106,578 | $ 1,006,578 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | Dec. 31, 2023 |
Genexosome [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership interest | 40% |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Details) | Dec. 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) | Dec. 31, 2023 | Dec. 31, 2022 |
Concentrations [Abstract] | ||
Outstanding rent receivable percentage | 80.60% | 81.40% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of Customer - Revenues [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A [Member] | ||
Schedule of Customer [Line Items] | ||
Customer | 30% | 31% |
Customer B [Member] | ||
Schedule of Customer [Line Items] | ||
Customer | 18% | 19% |
Customer C [Member] | ||
Schedule of Customer [Line Items] | ||
Customer | 12% | 13% |
Segment Information (Details)
Segment Information (Details) | Feb. 09, 2023 |
Segment Information [Line Items] | |
Purchased services percentage | 40% |
Segment Information (Details) -
Segment Information (Details) - Schedule of Reportable Business Segments - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Real property rental revenue | $ 1,255,681 | $ 1,202,169 |
Real property operating expenses | (1,017,493) | (929,441) |
Real property operating income | 238,188 | 272,728 |
Loss from equity method investment - Lab Services MSO | (8,571,647) | |
Other operating expenses | (7,420,224) | (9,065,623) |
Interest expense | (1,351,502) | (3,576,333) |
Other income | 398,175 | 438,381 |
Net loss | (16,707,010) | (11,930,847) |
Real Property Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | 1,255,681 | |
Real property operating expenses | (1,017,493) | |
Real property operating income | 238,188 | |
Loss from equity method investment - Lab Services MSO | ||
Other operating expenses | (347,356) | |
Interest expense | (918,885) | |
Other income | 15 | |
Net loss | (1,028,038) | |
Lab Services MSO [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | ||
Real property operating expenses | ||
Real property operating income | ||
Loss from equity method investment - Lab Services MSO | (8,571,647) | |
Other operating expenses | ||
Interest expense | ||
Other income | ||
Net loss | (8,571,647) | |
Corporate/Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | ||
Real property operating expenses | ||
Real property operating income | ||
Loss from equity method investment - Lab Services MSO | ||
Other operating expenses | (7,072,868) | (8,309,470) |
Interest expense | (432,617) | (3,576,333) |
Other income | 398,160 | 259,820 |
Net loss | $ (7,107,325) | (11,625,983) |
Real property rental [Member] | ||
Segment Reporting Information [Line Items] | ||
Real property rental revenue | 1,202,169 | |
Real property operating expenses | (929,441) | |
Real property operating income | 272,728 | |
Other operating expenses | (352,032) | |
Interest expense | ||
Other income | 15 | |
Net loss | (79,289) | |
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 | (404,121) | |
Interest expense | ||
Other income | 178,546 | |
Net loss | $ (225,575) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Identifiable Long-Lived Tangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Total Identifiable long-lived tangible assets | $ 7,229,487 | $ 7,498,381 |
Real property operations [Member] | ||
Variable Interest Entity [Line Items] | ||
Total Identifiable long-lived tangible assets | 7,211,641 | 7,367,360 |
Medical related consulting services [Member] | ||
Variable Interest Entity [Line Items] | ||
Total Identifiable long-lived tangible assets | 408 | |
Corporate/Other [Member] | ||
Variable Interest Entity [Line Items] | ||
Total Identifiable long-lived tangible assets | $ 17,846 | $ 130,613 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of Identifiable Long-Lived Tangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 7,229,487 | $ 7,498,381 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,227,533 | 7,393,307 |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 1,954 | $ 105,074 |
Commitments and Contincengies_2
Commitments and Contincengies (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Apr. 06, 2022 | May 08, 2020 | |
Commitments and Contingencies [Line Items] | |||||
Rent expense under lease | $ 129,000 | $ 141,000 | |||
Cash service | 10,000,000 | ||||
Working capital | 700,000 | ¥ 5,000,000 | |||
Avactis Biotherapeutics Limited [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Ownership percentage | 60% | ||||
Arbele Biotherapeutics [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Ownership percentage | 40% | ||||
Avactis Nanjing Biosciences Ltd. [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Ownership percentage | 100% | ||||
Arbele Biotherapeutics [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Contribution amount | $ 6,660,000 |
Commitments and Contincengies_3
Commitments and Contincengies (Details) - Schedule of Supplemental Cash Flow Information Related to Leases - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating lease | $ 125,929 | $ 150,577 |
Right-of-use assets obtained in exchange for lease obligation: | ||
Operating lease | $ 235,893 |
Commitments and Contincengies_4
Commitments and Contincengies (Details) - Schedule of Lease Term and Discount Rate for the Company’s Operating Lease | Dec. 31, 2023 |
Schedule of Lease Term and Discount Rate [Abstract] | |
Weighted average remaining lease term (in years) | 1 year 29 days |
Weighted average discount rate | 11% |
Commitments and Contincengies_5
Commitments and Contincengies (Details) - Schedule of Maturity of Lease Liabilities Under Operating Lease - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturity of Lease Liabilities Under Operating Lease [Abstract] | ||
2024 | $ 136,803 | |
2025 | 4,900 | |
Total lease payments | 141,703 | |
Amount of lease payments representing interest | (7,452) | |
Total present value of operating lease liabilities | 134,251 | |
Current portion | 129,396 | $ 11,437 |
Long-term portion | 4,855 | |
Total | $ 134,251 |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] | 1 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Subsequent Events [Line Items] | |
Warrants purchased | 105,000 |
Issuance shares | 252,404 |
Senior Secured Promissory Notes [Member] | |
Subsequent Events [Line Items] | |
Percentage of secured promissory notes | 13% |
Aggregate principal amount (in Dollars) | $ | $ 700,000 |