Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 26, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Avalon GloboCare Corp. | ||
Entity Central Index Key | 0001630212 | ||
Trading Symbol | AVCO | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 58,687,000 | ||
Entity Common Stock, Shares Outstanding | 73,820,539 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 2,252,287 | $ 3,027,033 |
Accounts receivable, net of allowance for doubtful accounts | 9,739 | 10,179 |
Tenants receivable, net of allowance for doubtful accounts | 42,484 | 38,469 |
Security deposit | 127,263 | 6,916 |
Inventory | 12,994 | 2,667 |
Prepaid expenses - related parties | 34,190 | |
Prepaid expenses and other current assets | 1,146,475 | 149,713 |
Total Current Assets | 3,625,432 | 3,234,977 |
NON-CURRENT ASSETS: | ||
Security deposit - noncurrent portion | 25,322 | |
Prepayment for long-term assets | 153,688 | |
Property and equipment, net | 249,555 | 48,029 |
Investment in real estate, net | 7,879,885 | 7,623,757 |
Intangible assets, net | 1,255,689 | 1,583,260 |
Equity method investment | 385,162 | |
Total Non-current Assets | 9,770,291 | 9,434,056 |
Total Assets | 13,395,723 | 12,669,033 |
CURRENT LIABILITIES: | ||
Accounts payable | 6,695 | 29 |
Advance from customer - related party | 14,829 | |
Accrued liabilities and other payables | 859,350 | 124,064 |
Accrued liabilities and other payables - related parties | 39,927 | |
Deferred rental income | 14,136 | 12,769 |
Loan payable | 1,500,000 | |
Interest payable | 75,342 | 138,110 |
VAT and other taxes payable | 4,668 | 2,997 |
Tenants' security deposit | 66,700 | 92,288 |
Due to related party | 100,000 | 450,000 |
Refundable deposit | 3,000,000 | |
Total Current Liabilities | 1,141,720 | 5,360,184 |
NON-CURRENT LIABILITIES: | ||
Loan payable - noncurrent portion | 1,000,000 | |
Total Non-current Liabilities | 1,000,000 | |
Total Liabilities | 2,141,720 | 5,360,184 |
Commitments and Contingencies - (Note 21) | ||
EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and 2017 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 73,830,751 shares issued and 73,310,751 shares outstanding at December 31, 2018; 70,278,622 shares issued and outstanding at December 31, 2017 | 7,383 | 7,028 |
Additional paid-in capital | 24,153,378 | 11,490,285 |
Less: common stock held in treasury, at cost; 520,000 and 0 shares at December 31, 2018 and 2017, respectively | (522,500) | |
Accumulated deficit | (11,291,776) | (3,517,654) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (236,860) | (91,994) |
Total Avalon GloboCare Corp. stockholders' equity | 12,116,203 | 7,894,243 |
Non-controlling interest | (862,200) | (585,394) |
Total Equity | 11,254,003 | 7,308,849 |
Total Liabilities and Equity | $ 13,395,723 | $ 12,669,033 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 73,830,751 | 70,278,622 |
Common stock, outstanding | 73,310,751 | 70,278,622 |
Treasury stock | 520,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUES | ||
Real property rental | $ 1,121,483 | $ 828,663 |
Medical related consulting services - related parties | 269,287 | 222,611 |
Development services and sales of developed products | 171,516 | 26,276 |
Total Revenues | 1,562,286 | 1,077,550 |
COSTS AND EXPENSES | ||
Real property operating expenses | 793,714 | 542,371 |
Medical related consulting services - related parties | 250,320 | 272,400 |
Development services and sales of developed products | 130,238 | 15,016 |
Total Costs and Expenses | 1,174,272 | 829,787 |
REAL PROPERTY OPERATING INCOME | 327,769 | 286,292 |
GROSS PROFIT (LOSS) FROM MEDICAL RELATED CONSULTING SERVICES | 18,967 | (49,789) |
GROSS PROFIT FROM DEVELOPMENT SERVICES AND SALES OF DEVELOPED PRODUCTS | 41,278 | 11,260 |
OTHER OPERATING EXPENSES: | ||
Selling expenses | 15,253 | |
Advertising expenses | 335,900 | |
Compensation and related benefits | 2,715,323 | 1,291,183 |
Professional fees | 3,477,276 | 1,033,308 |
Other general and administrative | 1,490,650 | 464,544 |
Impairment loss | 1,321,338 | |
Total Other Operating Expenses | 8,019,149 | 4,125,626 |
LOSS FROM OPERATIONS | (7,631,135) | (3,877,863) |
OTHER INCOME (EXPENSE) | ||
Interest income | 4,314 | 1,370 |
Interest expense | (314,653) | (138,110) |
Foreign currency transaction loss | (106,929) | (57,244) |
Grant income | 60,421 | 22,202 |
Loss from equity-method investment | (52,969) | |
Other expense | (11,345) | |
Total Other Expense, net | (421,161) | (171,782) |
LOSS BEFORE INCOME TAXES | (8,052,296) | (4,049,645) |
INCOME TAXES | ||
NET LOSS | (8,052,296) | (4,049,645) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (278,174) | (585,360) |
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (7,774,122) | (3,464,285) |
COMPREHENSIVE LOSS: | ||
NET LOSS | (8,052,296) | (4,049,645) |
OTHER COMPREHENSIVE (LOSS) INCOME | ||
Unrealized foreign currency translation (loss) gain | (143,498) | 2,540 |
COMPREHENSIVE LOSS | (8,195,794) | (4,047,105) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (276,806) | (585,394) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (7,918,988) | $ (3,461,711) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
Basic and diluted | $ (0.11) | $ (0.05) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 72,004,081 | 65,033,472 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Preferred Stock | Common Stock | Additional | Treasury Stock | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total |
Beginning balance at Dec. 31, 2016 | $ 6,163 | $ 3,681,387 | $ (53,369) | $ 6,578 | $ (94,568) | $ 3,546,191 | |||
Beginning balance, Shares at Dec. 31, 2016 | 61,628,622 | ||||||||
Common shares issued in connection with Share Subscription Agreement | $ 300 | (300) | |||||||
Common shares issued in connection with Share Subscription Agreement, Shares | 3,000,000 | ||||||||
Common shares issued for cash, net of issuance costs of $50,625 | $ 515 | 5,098,860 | 5,099,375 | ||||||
Common shares issued for cash, net of issuance costs of $50,625, Shares | 5,150,000 | ||||||||
Stock-based compensation | 992,997 | 992,997 | |||||||
Intangible assets purchase | $ 50 | 1,717,341 | 1,717,391 | ||||||
Intangible assets purchase, Shares | 500,000 | ||||||||
Foreign currency translation adjustment | 2,574 | (34) | 2,540 | ||||||
Net loss for the year | (3,464,285) | (585,360) | (4,049,645) | ||||||
Ending balance at Dec. 31, 2017 | $ 7,028 | $ 11,490,285 | $ (3,517,654) | $ 6,578 | $ (91,994) | $ (585,394) | $ 7,308,849 | ||
Ending balance, Shares at Dec. 31, 2017 | 70,278,622 | ||||||||
Treasury stock purchase | (522,500) | (522,500) | |||||||
Repayment made for Share Subscription Agreement | $ (100) | $ 100 | |||||||
Repayment made for Share Subscription Agreement, Shares | (1,000,000) | ||||||||
Refundable deposit exchange for common shares | 2,000,000 | 2,000,000 | |||||||
Common shares issued in equity raise, net of fees associated with equity raise | $ 404 | 7,064,313 | 7,064,717 | ||||||
Common shares issued in equity raise, net of fees associated with equity raise, Shares | 4,046,450 | ||||||||
Common shares issued for services | $ 51 | 1,371,399 | 1,371,450 | ||||||
Common shares issued for services, Shares | 505,679 | ||||||||
Stock-based compensation | 2,227,281 | 2,227,281 | |||||||
Foreign currency translation adjustment | (144,866) | 1,368 | (143,498) | ||||||
Net loss for the year | (7,774,122) | (278,174) | (8,052,296) | ||||||
Ending balance at Dec. 31, 2018 | $ 7,383 | $ 24,153,378 | $ (522,500) | $ (11,291,776) | $ 6,578 | $ (236,860) | $ (862,200) | $ 11,254,003 | |
Ending balance, Shares at Dec. 31, 2018 | 73,830,751 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance cost | $ 50,625 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,052,296) | $ (4,049,645) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Depreciation and amortization | 522,835 | 181,637 |
Stock-based compensation expense | 3,092,981 | 992,997 |
Loss on equity method investment | 52,969 | |
Impairment loss | 1,321,338 | |
Changes in operating assets and liabilities, net of assets and liabilities assumed in business acquisition: | ||
Accounts receivable | (114) | (9,803) |
Accounts receivable - related parties | 72,187 | |
Tenants receivable | (4,015) | (38,469) |
Inventory | (10,612) | (1,509) |
Prepaid expenses - related parties | (35,450) | |
Prepaid expenses and other current assets | (457,800) | (98,917) |
Security deposit | (96,629) | (30,294) |
Accounts payable | 282 | 28 |
Advance from customer - related party | 15,407 | |
Accrued liabilities and other payables | 701,496 | 214,628 |
Accrued liabilities and other payables - related parties | (39,927) | 31,331 |
Deferred rental income | 1,367 | 12,769 |
Interest payable | (62,768) | |
Income taxes payable | (21,561) | |
VAT and other taxes payable | 1,838 | (8,697) |
Tenants' security deposit | (25,588) | 92,288 |
NET CASH USED IN OPERATING ACTIVITIES | (4,396,024) | (1,339,692) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Prepayment made for purchase of long-term assets | (148,010) | |
Purchase of property and equipment | (113,148) | (53,812) |
Purchase of intangible assets | (876,087) | |
Purchase of commercial real estate | (7,008,571) | |
Improvement of commercial real estate | (391,506) | |
Payment for acquired business | (350,000) | |
Cash acquired on acquisition of business | 72,032 | |
Payment for equity method investment | (453,159) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,307,813) | (8,014,448) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds received from loan payable | 2,100,000 | |
Repayments for loan | (500,000) | (600,000) |
Repayment for related parties' advance | 210,000 | |
Repayment of related parties' advance | (307,150) | |
Repurchase of common stock | (522,500) | |
Refundable deposit in connection with Share Subscription Agreement | 3,000,000 | |
Refund for refundable deposit in connection with Share Subscription Agreement | (1,000,000) | |
Proceeds received from equity offering | 7,551,013 | 5,150,000 |
Disbursements for equity offering costs | (486,296) | (50,625) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,042,217 | 9,502,225 |
EFFECT OF EXCHANGE RATE ON CASH | (113,126) | (7,241) |
NET (DECREASE) INCREASE IN CASH | (774,746) | 140,844 |
CASH - beginning of year | 3,027,033 | 2,886,189 |
CASH - end of year | 2,252,287 | 3,027,033 |
Cash paid for: | ||
Interest | 377,421 | |
Income taxes | 21,561 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in connection with Share Subscription Agreement | 300 | |
Acquisition of equipment by decreasing prepayment for long-term assets | 151,053 | |
Equipment acquired on credit as payable | 6,646 | |
Acquisition of real estate by decreasing prepayment for property | 700,000 | |
Common stock issued for future services | 495,750 | |
Refundable deposit exchange for common shares | 2,000,000 | |
Common stock issued on purchase of intangible assets | 500,000 | |
GenExosome's shares issued on purchase of intangible assets | 1,217,391 | |
Business acquired on credit | $ 450,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon Shanghai immediately following the consummation of this reverse merger transaction. On January 23, 2017, the Company incorporated Avalon (BVI) Ltd., a British Virgin Island company. There was no activity for the subsidiary since its incorporation through December 31, 2018. Avalon (BVI) Ltd. is dormant and is in process of being dissolved. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC (“Avalon RT 9”), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company’s world-wide headquarters for all corporate administration and operation. In addition, the property generates rental income. Avalon RT 9 owns this office building. Currently, Avalon RT 9’s business consists of the ownership and operation of the income-producing real estate property in New Jersey. On July 31, 2017, the Company formed GenExosome Technologies Inc. (“GenExosome”) in Nevada. On October 25, 2017, GenExosome and the Company entered into a Securities Purchase Agreement pursuant to which the Company acquired 600 shares of GenExosome in consideration of $1,326,087 in cash and 500,000 shares of common stock of the Company. On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which the Company acquired all assets, including all intellectual property, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies including, but not limited to, patent application number CN 2016 1 0675107.5 (application of an Exosomal MicroRNA in plasma as biomaker to diagnosis liver cancer), patent application number CN 2016 1 0675110.7 (clinical application of circulating exosome carried miRNA-33b in the diagnosis of liver cancer), patent application number CN 2017 1 0330847.X (saliva exosome based methods and composition for the diagnosis, staging and prognosis of oral cancer) and patent application number CN 2017 1 0330835.7 (a novel exosome-based therapeutics against proliferative oral diseases). In consideration of the assets, GenExosome agreed to pay Dr. Zhou $876,087 in cash, transfer 500,000 shares of common stock of the Company to Dr. Zhou and issue Dr. Zhou 400 shares of common stock of GenExosome. As a result of the above transactions, effective October 25, 2017, the Company holds 60% of GenExosome and Dr. Zhou holds 40% of GenExosome. GenExosome is engaged in developing proprietary diagnostic and therapeutic products leveraging its exosome technology and marketing and distributing its proprietary Exosome Isolation Systems. On October 25, 2017, GenExosome entered into and closed a Stock Purchase Agreement with Beijing Jieteng (GenExosome) Biotech Co. Ltd., a corporation incorporated in the People’s Republic of China on August 7, 2015 (“Beijing GenExosome”) and Dr. Zhou, the sole shareholder of Beijing GenExosome, pursuant to which GenExosome acquired all of the issued and outstanding securities of Beijing GenExosome in consideration of a cash payment in the amount of $450,000. Beijing GenExosome is engaged in the development of exosome technology to improve diagnosis and management of diseases. Exosomes are tiny, subcellular, membrane-bound vesicles in diameter of 30-150 nm that are released by almost all cell types and that can carry membrane and cellular proteins, as well as genetic materials that are representative of the cell of origin. Profiling various bio-molecules in exosomes may serve as useful biomarkers for a wide variety of diseases. Beijing GenExosome’s research kits are designed to be used by researchers for biomarker discovery and clinical diagnostic development, and the advancement of targeted therapies. Currently, research kits and service are available to isolate exosomes or extract exosomal RNA/protein from serum/plasma, urine and saliva samples. Beijing GenExosome is seeking to decode proteomic and genomic alterations underlying a wide-range of pathologies, thus allowing for the introduction of novel non-invasive “liquid biopsies”. Its mission is focused toward diagnostic advancements in the fields of oncology, infectious diseases and fibrotic diseases, and discovery of disease-specific exosomes to provide disease origin insight necessary to enable personalized clinical management. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc., a Nevada corporation, which will be focused on accelerating commercial activities related to cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others. The subsidiary is designed to integrate and optimize our global scientific and clinical resources to further advance the use of cellular therapies to treat certain cancers. There was no activity for the subsidiary since its incorporation through December 31, 2018. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 2018 are as follows: Name of Subsidiaries Place and date of Percentage of Principal Activities Avalon Healthcare System, Inc. Delaware 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America (“USA”) Avalon (BVI) Ltd. British Virgin Island 100% held by AVCO Dormant, is in process of being dissolved Avalon RT 9 Properties LLC New Jersey 100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. PRC 100% held by AHS Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China GenExosome Technologies Inc. Nevada 60% held by AVCO Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets and distributes proprietary Exosome Isolation Systems in USA Beijing Jieteng (GenExosome) Biotech Co., Ltd. PRC 100% held by GenExosome Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China Avactis Biosciences Inc. Nevada 100% held by AVCO Integrate and optimize global scientific and clinical resources to further advance cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others to treat certain cancers |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Basis of Presentation and Going Concern [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN 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 currently has limited operations. Currently, the Company’s operations are focused on: (i) real estate property ownership and operation in the United States; (ii) providing outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People’s Republic of China; (iii) performing . The Company is also pursuing the provision of healthcare services in the United States. 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 an accumulated deficit of $11,291,776 at December 31, 2018, and has incurred recurring net loss and negative cash flow from operating activities of $8,052,296 and $4,396,024 for the year ended December 31, 2018, respectively. The Company has a limited operating history and its continued growth is dependent upon the continuation of providing medical consulting services to its only four clients who are related parties and generating rental revenue from its income-producing real estate property in New Jersey and performing development services for hospitals and other customers and sales of developed products to hospitals and other customers ; hence generating revenues, and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments 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, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended December 31, 2018 and 2017 include the allowance for doubtful accounts, reserve for obsolete inventory, the useful life of property and equipment and investment in real estate and intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, tenants receivable, security deposit, inventory, prepaid expenses – related parties, prepaid expenses and other current assets, accounts payable, advance from customer – related party, accrued liabilities and other payables, accrued liabilities and other payables – related parties, deferred rental income, interest payable, Value Added Tax (“VAT”) and other taxes payable, tenants’ security deposit, and due to related party, approximate their fair market value based on the short-term maturity of these instruments. At December 31, 2018 and 2017, intangible assets were measured at fair value on a nonrecurring basis as shown in the following tables. Quoted Price in Significant Other Significant Balance at Impairment Patents and other technologies $ - $ - $ 1,255,689 $ 1,255,689 $ - Quoted Price in Significant Significant Balance at Impairment Patents and other technologies $ - $ - $ 1,583,260 $ 1,583,260 $ 923,769 Goodwill - - - - 397,569 Total $ - $ - $ 1,583,260 $ 1,583,260 $ 1,321,338 In December 2017, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and it calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,321,338 for the year ended December 31, 2017, which reduced the value of intangible assets acquired to $1,583,260. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted as of the filing date of this report. 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 Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At December 31, 2018 and 2017, cash balances in PRC are $1,216,485 and $1,327,009, respectively, are uninsured. At December 31, 2018 and 2017, cash balances in United States are $1,035,802 and $1,700,024, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. Concentrations of Credit Risk Currently, a portion of the Company’s operations are carried out in PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, trade accounts receivable and tenants receivable. A portion of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by 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. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable and tenants receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At December 31, 2018 and 2017, the Company’s cash balances by geographic area were as follows: December 31, 2018 December 31, 2017 Country: United States $ 1,035,802 46.0 % $ 1,700,024 56.2 % China 1,216,485 54.0 % 1,327,009 43.8 % Total cash $ 2,252,287 100.0 % $ 3,027,033 100.0 % Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at December 31, 2018 and 2017. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. Tenants Receivable and Allowance for Doubtful Accounts Tenants receivable are presented net of an allowance for doubtful accounts. Tenants receivable balance consist of base rents, tenant reimbursements and receivables arising from straight-lining of rents primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of tenant 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 tenants receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its tenants receivable at December 31, 2018 and 2017. Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventory may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record a write down in inventory for the difference between the cost and the lower of cost or estimated net realizable value. The reserve and write down are recorded based on estimates. The Company did not record any inventory reserve and or write down at December 31, 2018 and 2017. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. Real estate depreciation expense was $135,378 and $84,814 for the years ended December 31, 2018 and 2017, respectively. Intangible Assets Intangible assets consist of patents and other technologies. Patents and other technologies are being amortized on a straight-line method over the estimated useful life of 5 years. Investment in Unconsolidated Company – Epicon Biotech Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 10 for discussion of equity method investment. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted as of the filing date of this report. In December 2017, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and it calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,321,338 for the year ended December 31, 2017, which reduced the value of intangible assets acquired to $1,583,260. 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, 2018 and 2017, deferred rental income totaled $14,136 and $12,769, respectively. Value Added Tax Avalon Shanghai and Beijing GenExosome are subject to a value added tax (“VAT”) for providing medical related consulting services and performing development services and sales of developed products. The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of medical related consulting services provided and the invoiced amount of development services provided and sales of developed products (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC’s value added tax for all the periods presented in the consolidated statements of operations. Revenue Recognition Effective January 1, 2018, the Company began recognizing revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. The impact of adopting the new revenue standard was not material to the Company’s consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Types of revenue: ● Rental revenue from leasing commercial property under operating leases with terms of generally three years or more. ● Service fees under consulting agreements with related parties to provide medical related consulting services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment. ● Service fees under agreements to perform development services for hospitals and other customers. The Company does not perform contracts that are contingent upon successful results. ● Sales of developed products to hospitals and other customers. Revenue recognition criteria: ● The Company recognizes rental revenue from its commercial leases on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivable consists of the difference between the tenants’ rents calculated on a straight-line basis from the date of lease commencement over the remaining terms of the related leases and the tenants’ actual rents due under the lease agreements and is included in tenants receivable in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred. ● The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its service offerings is recognized as the services are performed. ● Revenue from development services performed under written contracts is recognized as services are provided. ● Revenue from sales of developed items to hospitals and other customers is recognized when items are shipped to customers and titles are transferred. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Sales tax collected is not recognized as revenue and amounts outstanding are included in accrued liabilities and other payables in the consolidated balance sheets. Office Lease When a lease contains “rent holidays”, the Company records rental expense on a straight-line basis over the term of the lease and the difference between the average rental amount charged to expense and the amount payable under the lease is recorded as prepaid expenses in the consolidated balance sheets. The Company begins recording rent expense on the lease possession date. Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. Medical Related Consulting Services Costs Costs of medical related consulting services includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Subcontractor costs were costs related to medical related consulting services incurred by our subcontractor, such as medical professional’s compensation and travel costs. Development Services and Sales of Developed Products Costs Costs of development services and sales of developed items includes inventory costs, materials and supplies costs, depreciation, internal labor and related benefits, other overhead costs and shipping and handling costs incurred. Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in cost of sales. For the years ended December 31, 2018 and 2017, shipping and handling costs amounted to $25 and $0, respectively. Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense in the amount of $39,061 related to the development of proprietary diagnostic and therapeutic products leveraging exosome technology and optimization of Exosome Isolation Systems in the year ended December 31, 2018. The Company did not incur any research and development costs during the year ended December 31, 2017. Advertising Costs All costs related to advertising are expensed as incurred. For the year ended December 31, 2018, advertising costs amounted to $335,900. The Company did not incur any advertising expenses during the year ended December 31, 2017. Stock-based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company’s compensation expense for unvested options to non-employees is re-measured at each balance sheet date and is being amortized over the vesting period of the options. Income Taxes 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, tax positions initially need to 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, 2018 and 2017, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2018, 2017 and 2016. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2018 and 2017. In December 2017, the United States Government passed new tax legislation that, among other provisions, lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have, the legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on the balance sheet. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the balance sheet. However, when the Company becomes profitable, the Company will receive a reduced benefit from such deferred tax assets. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, GenExosome, and Avactis, is the U.S. dollar and the functional currency of Avalon Shanghai and Beijing GenExosome, is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2018 and 2017 were translated at 6.8785 RMB to $1.00 and at 6.5067 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, 2018 and 2017 were 6.6202 RMB and 6.7563 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, 2018 and 2017 consisted of net loss and unrealized (loss) gain from foreign currency translation adjustment. Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share are 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. Potentially dilutive common shares consist of the common shares issuable upon the 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 presents a reconciliation of basic and diluted net loss per share: Year Ended Year Ended Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock $ (7,774,122 ) $ (3,464,285 ) Weighted average common stock outstanding - basic and diluted 72,004,081 65,033,472 Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $ (0.11 ) $ (0.05 ) 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: Year Ended Year Ended Stock options 2,840,000 2,290,000 Warrants 578,891 - Potentially dilutive securities 3,418,891 2,290,000 Business Acquisition The Company accounts for business acquisition in accordance with ASC No. 805, Business Combinations. The assets acquired and liabilities assumed from the acquired business are recorded at fair value, with the residual of the purchase price recorded as goodwill. The result of operations of the acquired business is included in the Company’s operating result from the date of acquisition. Non-controlling Interest As of December 31, 2018, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExosome, who owned 40% of the equity interests of GenExosome, which is not under the Company’s control. 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. The Company has determined that it has three reportable business segments: real property operating segment, medical related consulting services segment, and development services and sales of developed products segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Reverse Stock Split The Company effected a one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. Fiscal Year End The Company has adopted a fiscal year end of December 31st. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases Leases Land Easement Practical Expedient Codification Improvements Targeted Improvements The new guidance is effective for fiscal years beginning after December 15, 2018 and requ |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 4 – ACQUISITION The Company accounts for acquisition using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is allocated to the acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to goodwill. Effective October 25, 2017, pursuant to the Stock Purchase Agreement as discussed in elsewhere in this report, the Company's majority owned subsidiary, GenExosome, acquired 100% of Beijing GenExosome. In according to the acquisition, Beijing GenExosome's assets and liabilities were recorded at their fair values as of the effective date, October 25, 2017, and the results of operations of Beijing GenExosome are consolidated with results of operations of the Company, starting on October 25, 2017. The purchase price exceeded the fair value of net assets acquired by $397,569. The Company allocated the $397,569 excess to goodwill. The results of operations of Beijing GenExosome are included in the consolidated results of operations of the Company from the effective date of October 25, 2017 to December 31, 2017. For the period from the effective date of October 25, 2017 to December 31, 2017, revenue and net loss included in the consolidated statements of operations from Beijing GenExosome amounted to $26,276 and $30,327, respectively. In connection with the combination, for the year ended December 31, 2017, the Company incurred acquisition related costs of $101,236 which, pursuant to ASC 805, are expensed and included in professional fees on the accompanying consolidated statements of operations. In connection with the acquisition, the Company entered into an at will employment agreement with the former sole shareholder of Beijing GenExosome. The Company determined that the consideration under this employment agreement did not qualify as additional purchase consideration. The fair value of the assets acquired and liabilities assumed from Beijing GenExosome are as follows: October 25, Assets acquired: Cash $ 72,032 Inventory 1,081 Prepaid expenses 142 Security deposit 753 Property, plant and equipment 3,346 Intangible assets - goodwill 397,569 Total assets 474,923 Liabilities assumed: Accrued liabilities and other payables 24,923 Total liabilities 24,923 Purchase price $ 450,000 Net assets were valued at their respective carrying amounts, which the Company believes approximate their current fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. In December 2017, the Company assessed goodwill for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of goodwill. Based on the Company's analysis, the Company recognized an impairment loss of $397,569 for the year ended December 31, 2017, which reduced the value of goodwill resulted from the acquisition to zero. The following unaudited pro forma consolidated result of operations have been prepared as if the acquisition of Beijing GenExosome had occurred as of the beginning of the following period: Year Ended Net revenues $ 1,077,550 Net loss $ (4,171,807 ) Net loss attributable to Avalon GloboCare Corp. common shareholders $ (3,561,650 ) Net loss per share $ (0.05 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY At December 31, 2018 and 2017, inventory consisted of the following: December 31, December 31, Raw material $ 12,953 $ 2,667 Finished goods 41 - 12,994 2,667 Less: reserve for obsolete inventory - - $ 12,994 $ 2,667 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2018 and 2017, prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid professional fees $ 607,833 $ 65,000 Prepaid research and development service fees 300,000 - Prepaid insurance expense 72,352 - Prepaid dues and subscriptions 70,000 49,167 Other 96,290 35,546 $ 1,146,475 $ 149,713 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 – PROPERTY AND EQUIPMENT At December 31, 2018 and 2017, property and equipment consisted of the following: Useful life December 31, December 31, Laboratory equipment 5 Years $ 258,345 $ 3,685 Office equipment and furniture 3 – 10 Years 35,627 31,440 Leasehold improvement Shorter of useful life or lease term 24,446 24,551 318,418 59,676 Less: accumulated depreciation (68,863 ) (11,647 ) $ 249,555 $ 48,029 For the years ended December 31, 2018 and 2017, depreciation expense of property and equipment amounted to $59,886 and $10,374, respectively, of which, $3,275 and $1,321 was included in real property operating expenses, $38,229 and $112 was included in costs of development services and sales of developed products, and $18,382 and $8,941 was included in other operating expenses, respectively. |
Investment in Real Estate
Investment in Real Estate | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | NOTE 8 – INVESTMENT IN REAL ESTATE At December 31, 2018 and 2017, 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 391,506 - 8,100,077 7,708,571 Less: accumulated depreciation (220,192 ) (84,814 ) $ 7,879,885 $ 7,623,757 For the years ended December 31, 2018 and 2017, depreciation expense of this commercial real property amounted to $135,378 and $84,814, which was included in real property operating expenses. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 9 – INTANGIBLE ASSETS In connection with the acquisition (See Note 4) the valuation of identifiable intangible assets acquired, representing developed technologies, and is amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of five 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. In December 2017, the Company assessed its four patents and other technologies for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of those patents and other technologies. Based on the Company’s analysis, the Company recognized an impairment loss of $923,769 for the year ended December 31, 2017, which reduced the value of four patents and other technologies purchased to $1,583,260. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted as of the filing date of this report. In addition, in connection with the acquisition of Beijing GenExosome (See Note 4), the purchase price exceeded the fair value of net assets acquired by $397,569. The Company allocated the $397,569 excess to goodwill. Goodwill is not amortized, but is tested for impairment at December 31, 2017. In December 2017, the Company assessed its goodwill for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of goodwill. Based on the Company’s analysis, the Company recognized an impairment loss of $397,569 for the year ended December 31, 2017, which reduced the value of goodwill acquired to zero. At December 31, 2018 and 2017, intangible assets consisted of the following: Useful Life December 31, December 31, Patents and other technologies 5 Years $ 1,583,260 $ 2,593,478 Goodwill - 397,569 Less: accumulated amortization (327,571 ) (86,449 ) Less: impairment loss - (1,321,338 ) $ 1,255,689 $ 1,583,260 For the years ended December 31, 2018 and 2017, amortization expense amounted to $327,571 and $86,449, respectively. Amortization of intangible assets attributable to future periods is as follows: Amortization Amount Year ending December 31: 2019 $ 327,571 2020 327,571 2021 327,571 2022 272,976 $ 1,255,689 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 10 – EQUITY METHOD INVESTMENT As of December 31, 2018, equity method investment amounted to $385,162. The investment represents the Company’s subsidiary, Avalon Shanghai’s interest in Epicon Biotech Co., Ltd. (“Epicon”). Epicon was incorporated on August 14, 2018 in PRC. Avalon Shanghai and the other unrelated company, Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), accounted for 40% and 60% of the total ownership, respectively. Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. The Company treats the equity investment in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the period from August 14, 2018 (inception) through December 31, 2018, the Company’s share of Epicon’s net loss was $52,969, which was included in loss from equity-method investment in the accompanying consolidated statements of operations and comprehensive loss. The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, Current assets $ 301,714 Noncurrent assets 7,015 Current liabilities 38 Noncurrent liabilities - Equity 308,691 For the Net revenue $ - Gross profit - Loss from operation 132,423 Net loss 132,423 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 11 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2018 and 2017, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued payroll liability $ 529,472 $ 6,767 Accrued professional fees 166,077 82,913 Insurance payable 45,088 - Accrued dues and subscriptions 42,500 - Other 76,213 34,384 $ 859,350 $ 124,064 |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 12 – LOAN PAYABLE On April 19, 2017, the Company entered into a loan agreement, providing for the issuance of a loan in the principal amount of $2,100,000. The term of the loan is one year. On May 3, 2018, the Company signed an extension agreement with the maturity date of March 31, 2019. On August 3, 2018, the Company signed an extension agreement for the loan with the maturity date of March 31, 2020. The annual interest rate for the loan is 10%. The loan is guaranteed by the Company’s Chairman, Mr. Wenzhao Lu. The Company repaid principal of $600,000 and $500,000 in November 2017 and in April 2018, respectively. As of December 31, 2018, the outstanding principal balance of the loan and related accrued and unpaid interest for the loan was $1,000,000 and $75,342, respectively. |
Vat and Other Taxes Payable
Vat and Other Taxes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Statutory Reserve [Abstract] | |
VAT AND OTHER TAXES PAYABLE | NOTE 13 – VAT AND OTHER TAXES PAYABLE At December 31, 2018 and 2017, VAT and other taxes payable consisted of the following: December 31, December 31, VAT payable $ 1,108 $ 819 Other taxes payable 3,560 2,178 $ 4,668 $ 2,997 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 – RELATED PARTY TRANSACTIONS Medical Related Consulting Services Revenue from Related Parties During the years ended December 31, 2018 and 2017, medical related consulting services revenue from related parties was as follows: Year Ended Year Ended Medical related consulting services provided to: Beijing Daopei (1) $ 269,287 $ - Shanghai Daopei (2) - 67,576 Beijing Nanshan (3) - 155,035 $ 269,287 $ 222,611 (1) Beijing Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. (2) Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. (3) Beijing Nanshan is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. Prepaid Expenses – Related Parties As of December 31, 2018 and 2017, the Company made prepayment of $1,897 and $0, respectively, to David Jin, its shareholder, chief executive officer, president and board member, for business travel reimbursement, which have been included in prepaid expenses – related parties on the accompanying consolidated balance sheets. As of December 31, 2018 and 2017, the Company made prepayment of $32,293 and $0, respectively, to Meng Li, its shareholder and chief operating officer, for business travel reimbursement, which have been included in prepaid expenses – related parties on the accompanying consolidated balance sheets. Advance from Customer – Related Party At December 31, 2018 and 2017, advance from customer – related party amounted to $14,829 and $0, respectively, which represents prepayment received from our related party, Beijing Daopei, for medical related consulting services. When the services are performed, the amount recorded as advance from customer – related party is recognized as revenue. Accrued Liabilities and Other Payables – Related Parties At December 31, 2018 and 2017, the Company owed David Jin, its shareholder, chief executive officer, president and board member, of $0 and $15,387, respectively, for travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. At December 31, 2018 and 2017, the Company owed Yu Zhou, co-chief executive officer of GenExosome, of $0 and $24,540, respectively, for accrued payroll, travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Due to Related Party In connection with the acquisition discussed elsewhere in this report, the Company acquired Beijing GenExosome in cash payment of $450,000. On October 25, 2017, Dr. Yu Zhou, the former sole shareholder of Beijing GenExosome, was appointed to the board of directors of GenExosome and served as co-chief executive officer of GenExosome. As of December 31, 2018 and 2017, the unpaid acquisition consideration of $100,000 and $450,000, respectively, was payable to Dr. Yu Zhou, co-chief executive officer and board member of GenExosome, and reflected as due to related party on the accompanying consolidated balance sheets. Operating Lease On October 17, 2016, AHS entered into a lease for office space in New Jersey with a related party (the “AHS Office Lease”). Pursuant to the AHS Office Lease, the monthly rent is $1,000. The AHS Office Lease was terminated in August 2017. For the year ended December 31, 2017, rent expense related to the AHS Office Lease amounted to $8,000. Real Property Management Agreement The Company pays a company, which is controlled by Wenzhao Lu, the Company’s largest shareholder and chairman of the Board of Directors, for the management of its commercial real property located in New Jersey. The monthly property management fee is $5,417. The property management agreement commenced on May 5, 2017 and expired in March 2019. For the years ended December 31, 2018 and 2017, the management fee related to the property management agreement amounted to $65,004 and $43,336, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. Under the Income Tax Laws of PRC, Chinese companies are generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. The Company has a cumulative deficit from its foreign subsidiaries of approximately $608,000 as of December 31, 2018, which is included in the consolidated accumulated deficit. The U.S. tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. As of December 31, 2018, the Company has incurred an aggregate net operating loss of approximately $7,390,000 for income taxes purposes. The net operating loss carries forward for United States income taxes and may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2038. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company’s limited operating history and continuing losses for United States income taxes purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss carry forward to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary. The Company’s loss before income taxes includes the following components: Year Ended Year Ended United States loss before income taxes (1) $ (7,665,284 ) $ (3,794,872 ) China loss before income taxes (387,012 ) (254,773 ) Total loss before income taxes $ (8,052,296 ) $ (4,049,645 ) (1) For the years ended December 31, 2018 and 2017, amount of $572,613 and $1,433,074, respectively, is included in the United States loss before income taxes, which is not included in the Company’s consolidated income tax return, because the Company owns only 60% of GenExosome. The U.S. tax law requires 80% ownership to consolidate. Components of income taxes expense consisted of the following: Year Ended 2018 Year Ended Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ - $ - U.S. state and local - - China - - Total deferred income taxes expense $ - $ - 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, 2018 and 2017: Year Ended Year Ended U.S. federal rate 21.0 % 34.0 % U.S. state rate 7.0 % 5.0 % Non-deductible expenses (10.8 )% (22.3 )% U.S. effective rate in excess of China tax rate 2.2 % (1.0 )% U.S. valuation allowance (19.4 )% (15.7 )% Total provision for income taxes 0.0 % 0.0 % For the years ended December 31, 2018 and 2017, the Company did not incur any income taxes expense since it did not generate any taxable income in those periods. The Company’s approximate net deferred tax assets as of December 31, 2018 and 2017 were as follows: December 31, December 31, Deferred tax assets: Net U.S. operating loss carryforward $ 2,077,091 $ 420,695 Valuation allowance (2,077,091 ) (420,695 ) Net deferred tax assets $ - $ - At December 31, 2018 and 2017, the valuation allowance was $2,077,091 and $420,695 related to the U.S. net operating loss carryforward, respectively. During the year ended December 31, 2018, the valuation allowance increased by approximately $1,656,396. 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 does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2018, 2017 and 2016 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
EQUITY | NOTE 16 – EQUITY Shares Authorized The Company is authorized to issue 10,000,000 shares of preferred stock and 490,000,000 shares of common shares with a par value of $0.0001 per share. There are no shares of its preferred stock issued and outstanding as of December 31, 2018 and 2017. There are 73,830,751 and 70,278,622 shares of its common stock issued as of December 31, 2018 and 2017, respectively There are 73,310,751 and 70,278,622 shares of its common stock outstanding as of December 31, 2018 and 2017, respectively. Treasury Stock The Company records treasury stock using the cost method. On March 27, 2018, the Company repurchased 520,000 shares of its common stock from a third party through a privately negotiated transaction at an aggregate price of $522,500, of which $2,500 was paid to an escrow agent as share repurchase cost. Common Shares Sold for Cash During the fourth quarter of 2017, the Company sold 5,150,000 shares of common stock at a purchase price of $1.00 per share to several investors pursuant to subscription agreements. The Company received net proceeds of $5,099,375, net of placement agent service fee of $50,625. During the year ended December 31, 2018, the Company sold 3,107,000 and 939,450 shares of common stock at $1.75 and $2.25 per share, respectively, to investors pursuant to subscription agreements. The Company received net cash proceeds of $7,064,717, net of cash fee paid to an investment banking firm of $486,296. In connection with this private offering, the Company issued a total of 218,391 stock warrants to the placement agent for the transaction. Among these warrants, 151,235 warrants with a fixed exercise price of $1.62 per share, 5,960 warrants with a fixed exercise price of $1.85 per share, 36,750 warrants with a fixed exercise price of $1.90 per share, 24,446 warrants with a fixed exercise price of $2.24 per share. These warrants are exercisable at any time for a five-year period. Common Shares Issued for Services During the year ended December 31, 2018, pursuant to consulting agreements, the Company issued an aggregate of 505,679 shares of common stock for consulting services rendered and to be rendered. These shares were valued at $1,371,450, 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 $865,700 for the year ended December 31, 2018 and reduced accrued liabilities of $10,000 and recorded prepaid expense of $495,750 as of December 31, 2018 which will be amortized over the rest of corresponding service periods. Common Shares Issued for Share Subscription Agreement On March 3, 2017, the Company entered into and closed a Subscription Agreement with an accredited investor (the “March 2017 Accredited Investor”) pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of the Company’s common stock (“March 2017 Shares”) for a purchase price of $3,000,000 (the “Purchase Price”). The Company, Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”), Beijing DOING Biomedical Technology Co., Ltd. (“DOING”), who is an unaffiliated third party, and the March 2017 Accredited Investor entered into a Share Subscription Agreement whereby the parties acknowledged, among other things, that DOING agreed to transfer the Purchase Price to Avalon Shanghai on behalf of the March 2017 Accredited Investor and the March 2017 Accredited Investor agreed to transfer the March 2017 Shares to DOING upon DOING completing the registration of the acquisition of the March 2017 Shares with the Beijing Commerce Commission (“BCC”) and obtaining an Enterprise Overseas Investment Certificate (the “Investment Certificate”) from BCC. If DOING fails to complete the registration and acquire the Investment Certificate within one year of the closing then Avalon Shanghai shall transfer $3,000,000 with an annual interest of 20% to DOING upon the request of DOING (the “BCC Repayment Obligation”). Further, Wenzhao Lu, a director and shareholder of the Company, and DOING entered into a Warranty Agreement. Pursuant to the Warranty Agreement, Mr. Lu agreed to (i) cause the Company to be liable to DOING in the event the March 2017 Accredited Investor defaults in its obligations to DOING, (ii) cause the March 2017 Accredited Investor to transfer the March 2017 Shares to DOING upon DOING’s receipt of the Investment Certificate from BCC, (iii) within three years from the date of the Warranty Agreement, DOING may require Mr. Lu to acquire the March 2017 Shares at $1.20 per share upon three-month notice, and (iv) in the event Mr. Lu does not acquire the March 2017 Shares within the three-month period, interest of 15% per annum will be added to the purchase price. On April 23, 2018, the Company, Avalon Shanghai, DOING and March 2017 Accredited Investor entered into a Supplementary Agreement Related to Share Subscription pursuant to which Avalon Shanghai agreed to pay RMB 8,256,000 (approximately $1.3 million based on the exchange rate on April 23, 2018) to DOING representing one-third of the DOING Investment plus 20% interest for the one-third DOING Investment resulting in a reduction in the March 2017 Shares by one-third to 2,000,000 shares. Further, the parties agreed that the BCC Repayment Obligation was extended to July 31, 2018. The $1 million BCC Repayment Obligation and related interest was paid in full in May 2018. On August 8, 2018, DOING and the March 2017 Accredited Investor sold the remaining 2,000,000 shares of common stock to a third party in consideration of $2,000,000. Therefore, the BCC Repayment Obligation was satisfied in full and the Company has no further obligation for DOING and the March 2017 Accredited Investor. Common Shares Issued for Intangible Assets Purchased On October 25, 2017, GenExosome entered into and closed an Asset Purchase Agreement with Yu Zhou, MD, PhD, pursuant to which the Company acquired four patents and other technologies from Dr. Zhou in consideration of $876,087 in cash and 500,000 shares of common stock of the Company and 400 shares of common stock of GenExosome. The fair value of 500,000 shares of the Company’s common stock given to acquire those intangible assets was $500,000 which was valued based on the most recent sale price of the Company’s common share. A portion of consideration given for the intangible assets acquisition is in the form of GenExosome’s equity interest. The fair value of 400 shares of GenExosome’s common stock given to acquire those intangible assets was $1,217,391 which was valued based on the most recent sale price of 600 shares of GenExosome’s common stock, which was sold to the Company on October 25, 2017 pursuant to the Securities Purchase Agreement entered into by GenExosome and the Company. The fair value of 400 shares of GenExosome’s common stock was recorded as additional paid-in capital. To determine the fair value of GenExosome’s equity consideration given to acquire those intangible assets, the Company used the fair value of equity interest issued since it was determined to be a better indicator than the fair value of the intangible assets acquired. Therefore, the measurement of fair value of GenExosome’s equity interest is based on the fair value of the 400 shares of GenExosome’s common stock given for the intangible assets acquisition since it is determined to be more clearly evident and, thus, more reliably measurable. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2018: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at December 31, Range of Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at December 31, Weighted Average Exercise $ 0.50 2,000,000 8.11 $ 0.50 1,277,778 $ 0.50 1.49 60,000 3.32 1.49 60,000 1.49 1.00 50,000 3.84 1.00 50,000 1.00 1.00 180,000 1.84 1.00 180,000 1.00 2.50 110,000 4.00 2.50 110,000 2.50 1.00 180,000 2.33 1.00 180,000 1.00 2.30 20,000 4.42 2.30 20,000 2.30 2.30 20,000 4.51 2.30 20,000 2.30 2.80 20,000 4.58 2.80 20,000 2.80 2.80 20,000 4.62 2.80 6,667 2.80 1.00 180,000 2.84 1.00 - - $ 0.50–2.80 2,840,000 6.58 $ 0.76 1,924,445 $ 0.82 Stock Options Granted to Employee and Director Employee and director stock option activities for the years ended December 31, 2018 and 2017 were as follows: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2016 - $ - Granted 2,110,000 0.54 Exercised - - Outstanding at December 31, 2017 2,110,000 0.54 Granted 180,000 2.49 Terminated (10,000 ) 2.50 Exercised - - Outstanding at December 31, 2018 2,280,000 $ 0.69 Options exercisable at December 31, 2018 1,557,778 $ 0.77 Options expected to vest 722,222 $ 0.50 The fair values of options granted to employee and director during the years ended December 31, 2018 and 2017 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended Year Ended Dividend rate 0 0 Terms (in years) 5.0 5.0 – 10.0 Volatility 167.86% – 185.28% 313.18% - 597.16% Risk-free interest rate 2.25% - 2.85% 1.81% - 2.40% The aggregate fair value of the options granted to employee and director during the years ended December 31, 2018 and 2017 was $446,911 and $2,719,960, of which, $422,816 and $843,881 for the years ended December 31, 2018 and 2017, respectively, has been reflected as compensation and related benefits on the accompanying consolidated statements of operations because the options were fully earned and non-cancellable. As of December 31, 2018, the aggregate value of nonvested employee and director options was $902,778, which will be amortized as stock-based compensation expense as the options are vesting, over the remaining 1.08 years. The aggregate intrinsic values of the employee and director stock options outstanding and the employee and director stock options exercisable at December 31, 2018 was $4,708,600 and $3,083,601, respectively. A summary of the status of the Company’s nonvested employee and director stock options granted as of December 31, 2018 and changes during the years ended December 31, 2018 and 2017 is presented below: Number of Options Weighted Average Exercise Price Grant Date Fair Value Nonvested at December 31, 2016 - $ - $ - Granted 2,110,000 0.54 2,719,960 Vested (681,111 ) (0.59 ) (843,881 ) Forfeited - - - Nonvested at December 31, 2017 1,428,889 0.51 1,876,079 Granted 180,000 2.49 446,911 Vested (876,667 ) (0.91 ) (1,396,116 ) Terminated (10,000 ) (2.50 ) (24,095 ) Nonvested at December 31, 2018 722,222 $ 0.50 $ 902,779 Stock Options Granted to Non-employee Non-employee stock option activities for the years ended December 31, 2018 and 2017 were as follows: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2016 - $ - Granted 180,000 1.00 Exercised - - Outstanding at December 31, 2017 180,000 1.00 Granted 380,000 1.09 Exercised - - Outstanding at December 31, 2018 560,000 1.06 Options exercisable at December 31, 2018 366,667 $ 1.03 Options expected to vest 193,333 $ 1.12 Stock-based compensation expense associated with stock options granted to non-employee is recognized as the stock options vest. The stock-based compensation expense related to non-employee will fluctuate as the fair value of the Company’s common stock fluctuates. Stock-based compensation expense associated with stock options granted to non-employee amounted to $831,165 and $149,116 for the years ended December 31, 2018 and 2017, respectively. The fair values of these non-employee options vested in the years ended December 31, 2018 and 2017, and nonvested non-employee options as of December 31, 2018 and 2017 were estimated using the Black-Scholes option-pricing model with the following assumptions: Year Ended Year Ended Dividend rate 0 0 Terms (in years) 2.50 – 5.00 3.0 Volatility 150.35% – 188.29% 298.49% - 313.18% Risk-free interest rate 2.29% - 2.94% 1.74% - 1.98% As of December 31, 2018, the aggregate value of vested and nonvested non-employee options was $323,490, which will be amortized as stock-based compensation expense over the remaining 0.63 years. The aggregate intrinsic values of the non-employee stock options outstanding and the non-employee stock options exercisable at December 31, 2018 was $945,000 and $630,000, respectively. A summary of the status of the Company’s nonvested non-employee stock options granted as of December 31, 2018 and changes during the years ended December 31, 2018 and 2017 is presented below: Number of Options Weighted Average Exercise Price Fair Value at Nonvested at December 31, 2016 - $ - Granted 180,000 1.00 Vested - - Forfeited - - Nonvested at December 31, 2017 180,000 1.00 Granted 380,000 1.09 Vested (366,667 ) (1.03 ) Forfeited - - Nonvested at December 31, 2018 193,333 $ 1.12 $ 323,490 Warrants The Company did not have any warrants activity during the year ended December 31, 2017. During the year ended December 31, 2018, in connection with equity raise, the Company issued a total of 578,891 stock warrants at various fixed exercise price to an investment banking firm. These warrants are exercisable at any time for a five-year period. The fair values of warrants granted to the investment banking firm during the year ended December 31, 2018 were estimated at the dates of grant using the Black-Scholes option-pricing model with the following assumptions: Year Ended Dividend rate 0 Terms (in years) 5.0 Volatility 177.12% – 183.23% Risk-free interest rate 2.56% - 2.82% The aggregate fair value of these warrants was $1,213,605, which was debited to the account of additional paid-in capital and was fully offset by the corresponding credit to the additional paid-in capital, resulting in no change in net equity of the balance sheet. Stock warrants activities during the year ended December 31, 2018 were as follows: Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2017 - $ - Issued 578,891 1.28 Exercised - - Outstanding and exercisable at December 31, 2018 578,891 $ 1.28 The aggregate intrinsic value of the warrants outstanding and exercisable at December 31, 2018 was $850,840. The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding and exercisable at December 31, 2018: Warrants Outstanding and Exercisable Range of Exercise Price Number Outstanding at December 31, 2018 Range of Weighted Average Remaining Contractual Life (Years) Weighted Average $ 1.00 360,500 4.25 $ 1.00 1.62 151,235 4.30 1.62 1.85 5,960 4.32 1.85 1.90 36,750 4.34 1.90 2.24 24,446 4.39 2.24 $ 1.00 – 2.24 578,891 4.28 $ 1.28 |
Statutory Reserve
Statutory Reserve | 12 Months Ended |
Dec. 31, 2018 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE | NOTE 17 – STATUTORY RESERVE Avalon Shanghai and Beijing GenExosome operate in the PRC, are required to reserve 10% of their net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends. The Company did not make any appropriation to statutory reserve for Avalon Shanghai and Beijing GenExosome during the years ended December 31, 2018 and 2017 as they incurred net losses in the periods. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 18 – NONCONTROLLING INTEREST As of December 31, 2018, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExsome, who owned 40% of the equity interests of GenExosome, which is not under the Company’s control. The following is a summary of noncontrolling interest activities in the years ended December 31, 2018 and 2017. Amount Noncontrolling interest at December 31, 2016 $ - Net loss attributable to noncontrolling interest (585,360 ) Foreign currency translation adjustment attributable to noncontrolling interest (34 ) Noncontrolling interest at December 31, 2017 (585,394 ) Net loss attributable to noncontrolling interest (278,174 ) Foreign currency translation adjustment attributable to noncontrolling interest 1,368 Noncontrolling interest at December 31, 2018 $ (862,200 ) |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2018 | |
Restricted Net Assets [Abstract] | |
Restricted Net Assets | NOTE 19 – RESTRICTED NET ASSETS A portion of the Company’s operations are conducted through its PRC subsidiaries, which can only pay dividends out of their retained earnings determined in accordance with the accounting standards and regulations in the PRC and after they have met the PRC requirements for appropriation to statutory reserve. In addition, a portion of the Company’s businesses and assets are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiaries to transfer their net assets to the Parent Company through loans, advances or cash dividends. Schedule I of Article 5-04 of Regulation S-X requires the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries 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 subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of its consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company in the form of loans, advances or cash dividends without the consent of a third party. The Company’s PRC subsidiaries’ net assets as of December 31, 2018 and 2017 did not exceed 25% of the Company’s consolidated net assets. Accordingly, Parent Company’s condensed financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 20 – SEGMENT INFORMATION For the years ended December 31, 2018 and 2017, the Company operated in three reportable business segments - (1) the real property operating segment, (2) the medical related consulting services segment, and (3) the performing development services for hospitals and other customers and sales of developed products to hospitals and other customers segment. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the years ended December 31, 2018 and 2017 was as follows: Year Ended Year Ended December 31, December 31, Revenues Real property operating $ 1,121,483 $ 828,663 Medical related consulting services – related parties 269,287 222,611 Development services and sales of developed products 171,516 26,276 1,562,286 1,077,550 Depreciation and amortization Real property operating 138,653 86,135 Medical related consulting services 16,598 8,774 Development services and sales of developed products 367,584 86,728 522,835 181,637 Interest expense Real property operating 312,329 138,110 Medical related consulting services - - Development services and sales of developed products - - Other (a) 2,324 - 314,653 138,110 Net loss Real property operating 230,022 309,415 Medical related consulting services 386,481 385,515 Development services and sales of developed products 695,435 1,463,401 Other (a) 6,740,358 1,891,314 $ 8,052,296 $ 4,049,645 December 31, December 31, Identifiable long-lived tangible assets at December 31, 2018 and 2017 Real property operating $ 7,898,224 $ 7,645,371 Medical related consulting services 6,852 20,558 Development services and sales of developed products 224,364 5,857 $ 8,129,440 $ 7,671,786 December 31, December 31, Identifiable long-lived tangible assets at December 31, 2018 and 2017 United States $ 7,898,806 $ 7,646,270 China 230,634 25,516 $ 8,129,440 $ 7,671,786 (a) The Company does not allocate any interest expense and general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. |
Commitments and Contincengies
Commitments and Contincengies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 21 – COMMITMENTS AND CONTINCENGIES Operating Leases Beijing GenExosome Office Lease In March 2017, Beijing GenExosome signed an agreement to lease its facilities and equipment under operating lease. Pursuant to the signed lease, the annual rent is RMB 41,000 (approximately $6,000). The term of the lease is one year commencing on March 15, 2017 and expired on March 14, 2018. Beijing GenExosome renewed the lease. Pursuant to the renewed lease, the annual rent is RMB 41,000 (approximately $6,000) and the renewed lease expires on March 14, 2020. During the year ended December 31, 2018, rent expense related to the operating lease amounted to approximately $6,000. During the period from Beijing GenExosome’s acquisition date, October 25, 2017, through December 31, 2017, rent expense related to the operating lease amounted to approximately $1,000. Future minimum rental payment required under this operating lease is as follows: Year Ending December 31: Amount 2019 $ 1,242 Total $ 1,242 Avalon Shanghai Office Lease On January 19, 2017, Avalon Shanghai entered into a lease for office space in Beijing, China with a third party (the “Beijing Office Lease”). Pursuant to the Beijing Office Lease, the monthly rent is RMB 50,586 (approximately $7,000) with a required security deposit of RMB 164,764 (approximately $24,000). In addition, Avalon Shanghai needs to pay monthly maintenance fees of RMB 4,336 (approximately $600). The term of the Beijing Office Lease is 26 months commencing on January 1, 2017 and expired on February 28, 2019 with two months of free rent in the months of December 2017 and February 2019. Avalon Shanghai renewed the lease with expiration date of February 29, 2020. For the years ended December 31, 2018 and 2017, rent expense and maintenance fees related to the Beijing Office Lease amounted to approximately $91,000 and $87,000, respectively. Future minimum rental payment required under the Beijing Office Lease is as follows: Year Ending December 31: Amount 2019 $ 8,615 Total $ 8,615 Insurance Premium Financing Agreement On July 18, 2018, the Company entered into a financing agreement, providing for the issuance of a loan in the principal amount of $108,528. The term of the loan is for a period of 10 months from the execution of the agreement. The annual interest rate for the loan is 6.9%. All of financed amount is used to pay for Directors & Officers Insurance premium. At December 31, 2018, the outstanding principal balance of the loan and related unpaid interest was $45,088 which was included in the accrued liabilities and other payables on the accompanying consolidated balance sheets. Technology Service Contract In fiscal 2018, the Company has entered into a contract to receive technology service from a third party amounting to approximately $17,000. As of December 31, 2018, the related service has not been provided yet. Equity Investment Commitment On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biotech Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2018, Avalon Shanghai has contributed RMB 3,000,000 (approximately $0.4 million) that was included in equity method investment on the accompanying consolidated balance sheets. Avalon Shanghai intends to use its present working capital together with loans/borrowings/equity raise to fund the project cost. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 22 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2018 and 2017. Year Ended December 31, Year Ended December 31, Customer A (Beijing Daopei, a related party) 17 % 0 % B (Beijing Nanshan, a related party) 0 % 14 % C 21 % 20 % D 14 % 13 % E 11 % 11 % * Less than 10% Two customers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable and accounts receivable – related party and tenants receivable at December 31, 2018, accounted for 56.0% of the Company’s total outstanding accounts receivable and accounts receivable – related party and tenants receivable at December 31, 2018. Two customers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable and tenants receivable at December 31, 2017, accounted for 48.9% of the Company’s total outstanding accounts receivable and tenants receivable at December 31, 2017. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the years ended December 31, 2018 and 2017. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable at December 31, 2018, accounted for 95.5% of the Company’s total outstanding accounts payable at December 31, 2018. One supplier accounted for 100% of the Company’s total outstanding accounts payable at December 31, 2017. Concentrations of Credit Risk At December 31, 2018 and 2017, cash balances in the PRC are $1,216,485 and $1,327,009, respectively, are uninsured. The Company has not experienced any losses in PRC bank accounts and believes it is not exposed to any risks on its cash in PRC bank accounts. The Company maintains its cash in United States bank and financial institution deposits that at times may exceed federally insured limits. At December 31, 2018 and 2017, the Company’s cash balances in United States bank accounts had approximately $239,000 and $1,162,000 in excess of the federally-insured limits, respectively. The Company has not experienced any losses in its United States bank accounts through and as of the date of this report. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 23 – SUBSEQUENT EVENTS On January 9, 2019, the Company issued 350,856 shares of its common stock upon cashless exercise of warrants to purchase 578,891 shares of common stock. On February 27, 2019, the Company issued 158,932 shares of its common stock upon cashless exercise of options to purchase 200,000 shares of common stock. On March 18, 2019, the Company issued Daniel Lu, Chairman of the Board of Directors of the Company, a Promissory Note in the principal amount of $1,000,000 (the “Lu Note”) in consideration of cash in the amount of $1,000,000. The Lu Note accrues interest at the rate of 5% per annum and matures March 19, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended December 31, 2018 and 2017 include the allowance for doubtful accounts, reserve for obsolete inventory, the useful life of property and equipment and investment in real estate and intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, tenants receivable, security deposit, inventory, prepaid expenses – related parties, prepaid expenses and other current assets, accounts payable, advance from customer – related party, accrued liabilities and other payables, accrued liabilities and other payables – related parties, deferred rental income, interest payable, Value Added Tax (“VAT”) and other taxes payable, tenants’ security deposit, and due to related party, approximate their fair market value based on the short-term maturity of these instruments. At December 31, 2018 and 2017, intangible assets were measured at fair value on a nonrecurring basis as shown in the following tables. Quoted Price in Significant Other Significant Balance at Impairment Patents and other technologies $ - $ - $ 1,255,689 $ 1,255,689 $ - Quoted Price in Significant Significant Balance at Impairment Patents and other technologies $ - $ - $ 1,583,260 $ 1,583,260 $ 923,769 Goodwill - - - - 397,569 Total $ - $ - $ 1,583,260 $ 1,583,260 $ 1,321,338 In December 2017, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and it calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,321,338 for the year ended December 31, 2017, which reduced the value of intangible assets acquired to $1,583,260. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted as of the filing date of this report. 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 | Cash Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in the PRC and United States. At December 31, 2018 and 2017, cash balances in PRC are $1,216,485 and $1,327,009, respectively, are uninsured. At December 31, 2018 and 2017, cash balances in United States are $1,035,802 and $1,700,024, respectively. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Concentrations of Credit Risk | Concentrations of Credit Risk Currently, a portion of the Company’s operations are carried out in PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, trade accounts receivable and tenants receivable. A portion of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by 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. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable and tenants receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At December 31, 2018 and 2017, the Company’s cash balances by geographic area were as follows: December 31, 2018 December 31, 2017 Country: United States $ 1,035,802 46.0 % $ 1,700,024 56.2 % China 1,216,485 54.0 % 1,327,009 43.8 % Total cash $ 2,252,287 100.0 % $ 3,027,033 100.0 % |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at December 31, 2018 and 2017. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. |
Tenants Receivable and Allowance for Doubtful Accounts | Tenants Receivable and Allowance for Doubtful Accounts Tenants receivable are presented net of an allowance for doubtful accounts. Tenants receivable balance consist of base rents, tenant reimbursements and receivables arising from straight-lining of rents primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of tenant 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 tenants receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its tenants receivable at December 31, 2018 and 2017. |
Inventory | Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventory may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record a write down in inventory for the difference between the cost and the lower of cost or estimated net realizable value. The reserve and write down are recorded based on estimates. The Company did not record any inventory reserve and or write down at December 31, 2018 and 2017. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Investment In Real Estate and Depreciation | Investment In Real Estate and Depreciation Investment in real estate is carried at cost less accumulated depreciation and consists of building and improvement. The Company depreciates real estate building and improvement on a straight-line basis over estimated useful life. Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditure for improvements, renovations, and replacements of real estate asset is capitalized and depreciated over its estimated useful life if the expenditure qualifies as betterment. Real estate depreciation expense was $135,378 and $84,814 for the years ended December 31, 2018 and 2017, respectively. |
Intangible Assets | Intangible Assets Intangible assets consist of patents and other technologies. Patents and other technologies are being amortized on a straight-line method over the estimated useful life of 5 years. |
Investment in Unconsolidated Company - Epicon Biotech Co., Ltd. | Investment in Unconsolidated Company – Epicon Biotech Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 10 for discussion of equity method investment. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted as of the filing date of this report. In December 2017, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of December 31, 2017 and it calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,321,338 for the year ended December 31, 2017, which reduced the value of intangible assets acquired to $1,583,260. |
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, 2018 and 2017, deferred rental income totaled $14,136 and $12,769, respectively. |
Value Added Tax | Value Added Tax Avalon Shanghai and Beijing GenExosome are subject to a value added tax (“VAT”) for providing medical related consulting services and performing development services and sales of developed products. The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of medical related consulting services provided and the invoiced amount of development services provided and sales of developed products (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC’s value added tax for all the periods presented in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company began recognizing revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective transition method. The impact of adopting the new revenue standard was not material to the Company’s consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Types of revenue: ● Rental revenue from leasing commercial property under operating leases with terms of generally three years or more. ● Service fees under consulting agreements with related parties to provide medical related consulting services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written consulting agreements. Each contract calls for a fixed payment. ● Service fees under agreements to perform development services for hospitals and other customers. The Company does not perform contracts that are contingent upon successful results. ● Sales of developed products to hospitals and other customers. Revenue recognition criteria: ● The Company recognizes rental revenue from its commercial leases on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivable consists of the difference between the tenants’ rents calculated on a straight-line basis from the date of lease commencement over the remaining terms of the related leases and the tenants’ actual rents due under the lease agreements and is included in tenants receivable in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred. ● The Company recognizes revenue by providing medical related consulting services under written service contracts with its customers. Revenue related to its service offerings is recognized as the services are performed. ● Revenue from development services performed under written contracts is recognized as services are provided. ● Revenue from sales of developed items to hospitals and other customers is recognized when items are shipped to customers and titles are transferred. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Sales tax collected is not recognized as revenue and amounts outstanding are included in accrued liabilities and other payables in the consolidated balance sheets. |
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 and the difference between the average rental amount charged to expense and the amount payable under the lease is recorded as prepaid expenses in the consolidated balance sheets. The Company begins recording rent expense on the lease possession date. |
Real Property Operating Expenses | Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. |
Medical Related Consulting Services Costs | Medical Related Consulting Services Costs Costs of medical related consulting services includes the cost of internal labor and related benefits, travel expenses related to consulting services, subcontractor costs, other related consulting costs, and other overhead costs. Subcontractor costs were costs related to medical related consulting services incurred by our subcontractor, such as medical professional’s compensation and travel costs. |
Development Services and Sales of Developed Products Costs | Development Services and Sales of Developed Products Costs Costs of development services and sales of developed items includes inventory costs, materials and supplies costs, depreciation, internal labor and related benefits, other overhead costs and shipping and handling costs incurred. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred and are included in cost of sales. For the years ended December 31, 2018 and 2017, shipping and handling costs amounted to $25 and $0, respectively. |
Research and Development | Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense in the amount of $39,061 related to the development of proprietary diagnostic and therapeutic products leveraging exosome technology and optimization of Exosome Isolation Systems in the year ended December 31, 2018. The Company did not incur any research and development costs during the year ended December 31, 2017. |
Advertising Costs | Advertising Costs All costs related to advertising are expensed as incurred. For the year ended December 31, 2018, advertising costs amounted to $335,900. The Company did not incur any advertising expenses during the year ended December 31, 2017. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company’s compensation expense for unvested options to non-employees is re-measured at each balance sheet date and is being amortized over the vesting period of the options. |
Income Taxes | Income Taxes 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, tax positions initially need to 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, 2018 and 2017, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax year that remains subject to examination is the years ended December 31, 2018, 2017 and 2016. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2018 and 2017. In December 2017, the United States Government passed new tax legislation that, among other provisions, lowered the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have, the legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on the balance sheet. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the balance sheet. However, when the Company becomes profitable, the Company will receive a reduced benefit from such deferred tax assets. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, GenExosome, and Avactis, is the U.S. dollar and the functional currency of Avalon Shanghai and Beijing GenExosome, is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. All of the Company’s revenue transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2018 and 2017 were translated at 6.8785 RMB to $1.00 and at 6.5067 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, 2018 and 2017 were 6.6202 RMB and 6.7563 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, 2018 and 2017 consisted of net loss and unrealized (loss) gain from foreign currency translation adjustment. |
Per Share Data | Per Share Data ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share are 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. Potentially dilutive common shares consist of the common shares issuable upon the 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 presents a reconciliation of basic and diluted net loss per share: Year Ended Year Ended Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock $ (7,774,122 ) $ (3,464,285 ) Weighted average common stock outstanding - basic and diluted 72,004,081 65,033,472 Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $ (0.11 ) $ (0.05 ) 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: Year Ended Year Ended Stock options 2,840,000 2,290,000 Warrants 578,891 - Potentially dilutive securities 3,418,891 2,290,000 |
Business Acquisition | Business Acquisition The Company accounts for business acquisition in accordance with ASC No. 805, Business Combinations. The assets acquired and liabilities assumed from the acquired business are recorded at fair value, with the residual of the purchase price recorded as goodwill. The result of operations of the acquired business is included in the Company’s operating result from the date of acquisition. |
Non-controlling Interest | Non-controlling Interest As of December 31, 2018, Dr. Yu Zhou, director and Co-Chief Executive Officer of GenExosome, who owned 40% of the equity interests of GenExosome, which is not under the Company’s control. |
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. The Company has determined that it has three reportable business segments: real property operating segment, medical related consulting services segment, and development services and sales of developed products segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Reverse Stock Split | Reverse Stock Split The Company effected a one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. |
Fiscal Year End | Fiscal Year End The Company has adopted a fiscal year end of December 31st. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases Leases Land Easement Practical Expedient Codification Improvements Targeted Improvements The new guidance is effective for fiscal years beginning after December 15, 2018 and requires a modified retrospective transition approach with application in all comparative periods presented (the “comparative method”), or alternatively, as of the effective date as the date of initial application without restating comparative period financial statements (the “effective date method”). The Company adopts the new standard on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new guidance also provides several practical expedients and policies that companies may elect upon transition. The Company has elected the package of practical expedients under which we will not reassess the classification of our existing leases, reevaluate whether any expired or existing contracts are or contain leases or reassess initial direct costs under the new guidance. The The new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-term lease recognition exemption. This means, for those leases that qualify, we will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components. The Company performed an analysis of the impact of the new lease guidance and are in the process of completing the final phase of a comprehensive plan for our implementation of the new guidance. The project plan includes analyzing the impact of the new guidance on our current lease contracts, reviewing the completeness of our existing lease portfolio, comparing our accounting policies under current accounting guidance to the new accounting guidance and identifying potential differences from applying the requirements of the new guidance to our lease contracts. Upon transition to the new guidance on January 1, 2019, the Company currently expects the new standard will not have a material effect on its consolidated financial statements but will impact certain disclosures about the Company’s leasing activities. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement 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, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company's subsidiaries consolidated financial statements | Name of Subsidiaries Place and date of Percentage of Principal Activities Avalon Healthcare System, Inc. Delaware 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America (“USA”) Avalon (BVI) Ltd. British Virgin Island 100% held by AVCO Dormant, is in process of being dissolved Avalon RT 9 Properties LLC New Jersey 100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. PRC 100% held by AHS Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China GenExosome Technologies Inc. Nevada 60% held by AVCO Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets and distributes proprietary Exosome Isolation Systems in USA Beijing Jieteng (GenExosome) Biotech Co., Ltd. PRC 100% held by GenExosome Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China Avactis Biosciences Inc. Nevada 100% held by AVCO Integrate and optimize global scientific and clinical resources to further advance cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others to treat certain cancers |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of fair value on a nonrecurring basis | Quoted Price in Significant Other Significant Balance at Impairment Patents and other technologies $ - $ - $ 1,255,689 $ 1,255,689 $ - Quoted Price in Significant Significant Balance at Impairment Patents and other technologies $ - $ - $ 1,583,260 $ 1,583,260 $ 923,769 Goodwill - - - - 397,569 Total $ - $ - $ 1,583,260 $ 1,583,260 $ 1,321,338 |
Schedule of cash balances by geographic area | December 31, 2018 December 31, 2017 Country: United States $ 1,035,802 46.0 % $ 1,700,024 56.2 % China 1,216,485 54.0 % 1,327,009 43.8 % Total cash $ 2,252,287 100.0 % $ 3,027,033 100.0 % |
Schedule of reconciliation of basic and diluted net loss per share | Year Ended Year Ended Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock $ (7,774,122 ) $ (3,464,285 ) Weighted average common stock outstanding - basic and diluted 72,004,081 65,033,472 Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted $ (0.11 ) $ (0.05 ) |
Schedule of the effect of including these potential shares was antidilutive | Year Ended Year Ended Stock options 2,840,000 2,290,000 Warrants 578,891 - Potentially dilutive securities 3,418,891 2,290,000 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of fair value of assets acquired and liabilities assumed | October 25, Assets acquired: Cash $ 72,032 Inventory 1,081 Prepaid expenses 142 Security deposit 753 Property, plant and equipment 3,346 Intangible assets - goodwill 397,569 Total assets 474,923 Liabilities assumed: Accrued liabilities and other payables 24,923 Total liabilities 24,923 Purchase price $ 450,000 |
Schedule of business acquisition, pro forma information | Year Ended Net revenues $ 1,077,550 Net loss $ (4,171,807 ) Net loss attributable to Avalon GloboCare Corp. common shareholders $ (3,561,650 ) Net loss per share $ (0.05 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, December 31, Raw material $ 12,953 $ 2,667 Finished goods 41 - 12,994 2,667 Less: reserve for obsolete inventory - - $ 12,994 $ 2,667 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, December 31, Prepaid professional fees $ 607,833 $ 65,000 Prepaid research and development service fees 300,000 - Prepaid insurance expense 72,352 - Prepaid dues and subscriptions 70,000 49,167 Other 96,290 35,546 $ 1,146,475 $ 149,713 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Useful life December 31, December 31, Laboratory equipment 5 Years $ 258,345 $ 3,685 Office equipment and furniture 3 – 10 Years 35,627 31,440 Leasehold improvement Shorter of useful life or lease term 24,446 24,551 318,418 59,676 Less: accumulated depreciation (68,863 ) (11,647 ) $ 249,555 $ 48,029 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Summary of investment in real estate | Useful life December 31, December 31, Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 391,506 - 8,100,077 7,708,571 Less: accumulated depreciation (220,192 ) (84,814 ) $ 7,879,885 $ 7,623,757 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful Life December 31, December 31, Patents and other technologies 5 Years $ 1,583,260 $ 2,593,478 Goodwill - 397,569 Less: accumulated amortization (327,571 ) (86,449 ) Less: impairment loss - (1,321,338 ) $ 1,255,689 $ 1,583,260 |
Schedule of amortization of intangible assets | Amortization Amount Year ending December 31: 2019 $ 327,571 2020 327,571 2021 327,571 2022 272,976 $ 1,255,689 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of financial information | December 31, Current assets $ 301,714 Noncurrent assets 7,015 Current liabilities 38 Noncurrent liabilities - Equity 308,691 For the Net revenue $ - Gross profit - Loss from operation 132,423 Net loss 132,423 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, December 31, Accrued payroll liability $ 529,472 $ 6,767 Accrued professional fees 166,077 82,913 Insurance payable 45,088 - Accrued dues and subscriptions 42,500 - Other 76,213 34,384 $ 859,350 $ 124,064 |
Vat and Other Taxes Payable (Ta
Vat and Other Taxes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statutory Reserve [Abstract] | |
Schedule of VAT and other taxes payable | December 31, December 31, VAT payable $ 1,108 $ 819 Other taxes payable 3,560 2,178 $ 4,668 $ 2,997 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of revenue from related parties | Year Ended Year Ended Medical related consulting services provided to: Beijing Daopei (1) $ 269,287 $ - Shanghai Daopei (2) - 67,576 Beijing Nanshan (3) - 155,035 $ 269,287 $ 222,611 (1) Beijing Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. (2) Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. (3) Beijing Nanshan is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | Year Ended December 31, Year Ended United States loss before income taxes (1) $ (7,665,284 ) $ (3,794,872 ) China loss before income taxes (387,012 ) (254,773 ) Total loss before income taxes $ (8,052,296 ) $ (4,049,645 ) (1) For the years ended December 31, 2018 and 2017, amount of $572,613 and $1,433,074, respectively, is included in the United States loss before income taxes, which is not included in the Company’s consolidated income tax return, because the Company owns only 60% of GenExosome. The U.S. tax law requires 80% ownership to consolidate. |
Schedule of income taxes expense | Year Ended 2018 Year Ended Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ - $ - U.S. state and local - - China - - Total deferred income taxes expense $ - $ - Total income taxes expense $ - $ - |
Schedule of differences between U.S. statutory rate and Company's effective tax rate | Year Ended Year Ended U.S. federal rate 21.0 % 34.0 % U.S. state rate 7.0 % 5.0 % Non-deductible expenses (10.8 )% (22.3 )% U.S. effective rate in excess of China tax rate 2.2 % (1.0 )% U.S. valuation allowance (19.4 )% (15.7 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of deferred income tax assets | December 31, December 31, Deferred tax assets: Net U.S. operating loss carryforward $ 2,077,091 $ 420,695 Valuation allowance (2,077,091 ) (420,695 ) Net deferred tax assets $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at December 31, Range of Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at December 31, Weighted Average Exercise $ 0.50 2,000,000 8.11 $ 0.50 1,277,778 $ 0.50 1.49 60,000 3.32 1.49 60,000 1.49 1.00 50,000 3.84 1.00 50,000 1.00 1.00 180,000 1.84 1.00 180,000 1.00 2.50 110,000 4.00 2.50 110,000 2.50 1.00 180,000 2.33 1.00 180,000 1.00 2.30 20,000 4.42 2.30 20,000 2.30 2.30 20,000 4.51 2.30 20,000 2.30 2.80 20,000 4.58 2.80 20,000 2.80 2.80 20,000 4.62 2.80 6,667 2.80 1.00 180,000 2.84 1.00 - - $ 0.50–2.80 2,840,000 6.58 $ 0.76 1,924,445 $ 0.82 |
Schedule of fair value of the warrants using the Black-Scholes option-pricing model | Year Ended Dividend rate 0 Terms (in years) 5.0 Volatility 177.12% – 183.23% Risk-free interest rate 2.56% - 2.82% |
Schedule of stock warrants activities | Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2017 - $ - Issued 578,891 1.28 Exercised - - Outstanding and exercisable at December 31, 2018 578,891 $ 1.28 |
Schedule of warrants outstanding and exercisable | Warrants Outstanding and Exercisable Range of Exercise Price Number Outstanding at December 31, 2018 Range of Weighted Average Remaining Contractual Life (Years) Weighted Average $ 1.00 360,500 4.25 $ 1.00 1.62 151,235 4.30 1.62 1.85 5,960 4.32 1.85 1.90 36,750 4.34 1.90 2.24 24,446 4.39 2.24 $ 1.00 – 2.24 578,891 4.28 $ 1.28 |
Employee Stock Option [Member] | |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2016 - $ - Granted 2,110,000 0.54 Exercised - - Outstanding at December 31, 2017 2,110,000 0.54 Granted 180,000 2.49 Terminated (10,000 ) 2.50 Exercised - - Outstanding at December 31, 2018 2,280,000 $ 0.69 Options exercisable at December 31, 2018 1,557,778 $ 0.77 Options expected to vest 722,222 $ 0.50 |
Schedule of fair value of the options using the Black-Scholes option-pricing model | Year Ended Year Ended Dividend rate 0 0 Terms (in years) 5.0 5.0 – 10.0 Volatility 167.86% – 185.28% 313.18% - 597.16% Risk-free interest rate 2.25% - 2.85% 1.81% - 2.40% |
Schedule of non vested stock option activities | Number of Options Weighted Average Exercise Price Grant Date Fair Value Nonvested at December 31, 2016 - $ - $ - Granted 2,110,000 0.54 2,719,960 Vested (681,111 ) (0.59 ) (843,881 ) Forfeited - - - Nonvested at December 31, 2017 1,428,889 0.51 1,876,079 Granted 180,000 2.49 446,911 Vested (876,667 ) (0.91 ) (1,396,116 ) Terminated (10,000 ) (2.50 ) (24,095 ) Nonvested at December 31, 2018 722,222 $ 0.50 $ 902,779 |
Non Employee Stock Option [Member] | |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2016 - $ - Granted 180,000 1.00 Exercised - - Outstanding at December 31, 2017 180,000 1.00 Granted 380,000 1.09 Exercised - - Outstanding at December 31, 2018 560,000 1.06 Options exercisable at December 31, 2018 366,667 $ 1.03 Options expected to vest 193,333 $ 1.12 |
Schedule of fair value of the options using the Black-Scholes option-pricing model | Year Ended Year Ended Dividend rate 0 0 Terms (in years) 2.50 – 5.00 3.0 Volatility 150.35% – 188.29% 298.49% - 313.18% Risk-free interest rate 2.29% - 2.94% 1.74% - 1.98% |
Schedule of non vested stock option activities | Number of Options Weighted Average Exercise Price Fair Value at Nonvested at December 31, 2016 - $ - Granted 180,000 1.00 Vested - - Forfeited - - Nonvested at December 31, 2017 180,000 1.00 Granted 380,000 1.09 Vested (366,667 ) (1.03 ) Forfeited - - Nonvested at December 31, 2018 193,333 $ 1.12 $ 323,490 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Summary of noncontrolling interest activities | Amount Noncontrolling interest at December 31, 2016 $ - Net loss attributable to noncontrolling interest (585,360 ) Foreign currency translation adjustment attributable to noncontrolling interest (34 ) Noncontrolling interest at December 31, 2017 (585,394 ) Net loss attributable to noncontrolling interest (278,174 ) Foreign currency translation adjustment attributable to noncontrolling interest 1,368 Noncontrolling interest at December 31, 2018 $ (862,200 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Year Ended Year Ended December 31, December 31, Revenues Real property operating $ 1,121,483 $ 828,663 Medical related consulting services – related parties 269,287 222,611 Development services and sales of developed products 171,516 26,276 1,562,286 1,077,550 Depreciation and amortization Real property operating 138,653 86,135 Medical related consulting services 16,598 8,774 Development services and sales of developed products 367,584 86,728 522,835 181,637 Interest expense Real property operating 312,329 138,110 Medical related consulting services - - Development services and sales of developed products - - Other (a) 2,324 - 314,653 138,110 Net loss Real property operating 230,022 309,415 Medical related consulting services 386,481 385,515 Development services and sales of developed products 695,435 1,463,401 Other (a) 6,740,358 1,891,314 $ 8,052,296 $ 4,049,645 December 31, December 31, Identifiable long-lived tangible assets at December 31, 2018 and 2017 Real property operating $ 7,898,224 $ 7,645,371 Medical related consulting services 6,852 20,558 Development services and sales of developed products 224,364 5,857 $ 8,129,440 $ 7,671,786 December 31, December 31, Identifiable long-lived tangible assets at December 31, 2018 and 2017 United States $ 7,898,806 $ 7,646,270 China 230,634 25,516 $ 8,129,440 $ 7,671,786 (a) The Company does not allocate any interest expense and general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Beijing GenExosome Office Lease [Member] | |
Schedule of future minimum rental payment for operating lease | Year Ending December 31: Amount 2019 $ 1,242 Total $ 1,242 |
Avalon Shanghai Office Lease [Member] | |
Schedule of future minimum rental payment for operating lease | Year Ending December 31: Amount 2019 $ 8,615 Total $ 8,615 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of customers | Year Ended December 31, Year Ended December 31, Customer A (Beijing Daopei, a related party) 17 % 0 % B (Beijing Nanshan, a related party) 0 % 14 % C 21 % 20 % D 14 % 13 % E 11 % 11 % * Less than 10% |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) | 12 Months Ended | |
Dec. 31, 2018 | Oct. 25, 2017 | |
Avalon Healthcare System, Inc. [Member] | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | Delaware | |
Date of Incorporation | May 18, 2015 | |
Percentage of Ownership | 100.00% | |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") | |
Avalon (BVI) Ltd. [Member] | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | British Virgin Island | |
Date of Incorporation | Jan. 23, 2017 | |
Percentage of Ownership | 100.00% | |
Principal Activities | Dormant, is in process of being dissolved | |
Avalon RT 9 Properties LLC [Member] | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | New Jersey | |
Date of Incorporation | Feb. 7, 2017 | |
Percentage of Ownership | 100.00% | |
Principal Activities | Owns and operates an income-producing real property and holds and manages the corporate headquarters | |
Avalon (Shanghai) Healthcare Technology Co., Ltd. | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | PRC | |
Date of Incorporation | Apr. 29, 2016 | |
Percentage of Ownership | 100.00% | |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China | |
GenExosome Technologies Inc. [Member] | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | Nevada | |
Date of Incorporation | Jul. 31, 2017 | |
Percentage of Ownership | 60.00% | 60.00% |
Principal Activities | Develops proprietary diagnostic and therapeutic products leveraging exosome technology and markets and distributes proprietary Exosome Isolation Systems in USA | |
Beijing Jieteng (GenExosome) Biotech Co., Ltd. [Member] | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | PRC | |
Date of Incorporation | Aug. 7, 2015 | |
Percentage of Ownership | 100.00% | |
Principal Activities | Provides development services for hospitals and other customers and sells developed items to hospitals and other customers in China | |
Avactis Biosciences Inc. [Member] | ||
Organization and Nature of Operations (Textual) | ||
Place of Incorporation | Nevada | |
Date of Incorporation | Jul. 18, 2018 | |
Percentage of Ownership | 100.00% | |
Principal Activities | Integrate and optimize global scientific and clinical resources to further advance cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others to treat certain cancers |
Organization and Nature of Op_4
Organization and Nature of Operations (Details Textual) - USD ($) | 1 Months Ended | |||
Oct. 25, 2017 | Oct. 19, 2016 | Oct. 18, 2016 | Dec. 31, 2018 | |
Organization and Nature of Operations (Textual) | ||||
Reverse split ratio | 1:4 | |||
Dr. Zhou [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Ownership percentage | 40.00% | |||
Avalon Healthcare System, Inc. [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Business acquired percentage | 100.00% | |||
Exchange for common stock | 50,000,000 | |||
Percentage of capital stock | 100.00% | |||
Ownership percentage | 100.00% | |||
GenExosome Technologies Inc. [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Acquired shares | 600 | |||
Consideration amount | $ 1,326,087 | |||
Common stock shares | 500,000 | |||
Business acquisition consideration, description | In consideration of the assets, GenExosome agreed to pay Dr. Zhou $876,087 in cash, transfer 500,000 shares of common stock of the Company to Dr. Zhou and issue Dr. Zhou 400 shares of common stock of GenExosome. | |||
Ownership percentage | 60.00% | 60.00% | ||
Consideration of cash payment amount | $ 450,000 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Going Concern (Textual) | ||
Accumulated deficit | $ (11,291,776) | $ (3,517,654) |
Net loss | (8,052,296) | (4,049,645) |
Nagative cash flow from operating activities | $ (4,396,024) | $ (1,339,692) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total | $ 1,583,260 | |
Impairment loss | 1,321,338 | |
Patents and other technologies [Member] | ||
Total | $ 1,255,689 | 1,583,260 |
Impairment loss | 923,769 | |
Goodwill [Member] | ||
Total | ||
Impairment loss | (397,569) | |
Quoted Price in Active Markets for Identical Assets (Level 1) | ||
Total | ||
Quoted Price in Active Markets for Identical Assets (Level 1) | Patents and other technologies [Member] | ||
Total | ||
Quoted Price in Active Markets for Identical Assets (Level 1) | Goodwill [Member] | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | Patents and other technologies [Member] | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | Goodwill [Member] | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total | 1,583,260 | |
Significant Unobservable Inputs (Level 3) [Member] | Patents and other technologies [Member] | ||
Total | $ 1,255,689 | 1,583,260 |
Significant Unobservable Inputs (Level 3) [Member] | Goodwill [Member] | ||
Total |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - Cash [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total cash | $ 2,252,287 | $ 3,027,033 |
Percentage of concentrations of credit risk | 100.00% | 100.00% |
United States [Member] | ||
Total cash | $ 1,035,802 | $ 1,700,024 |
Percentage of concentrations of credit risk | 46.00% | 56.20% |
China [Member] | ||
Total cash | $ 1,216,485 | $ 1,327,009 |
Percentage of concentrations of credit risk | 54.00% | 43.80% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Net loss available to Avalon GloboCare Corp. common shareholders for basic and diluted net loss per share of common stock | $ (7,774,122) | $ (3,464,285) |
Weighted average common stock outstanding - basic and diluted | 72,004,081 | 65,033,472 |
Net loss per common share attributable to Avalon GloboCare Corp. common shareholders - basic and diluted | $ (0.11) | $ (0.05) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Potentially dilutive securities | 3,418,891 | 2,290,000 |
Stock options [Member] | ||
Potentially dilutive securities | 2,840,000 | 2,290,000 |
Warrant [Member] | ||
Potentially dilutive securities | 578,891 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 12 Months Ended | |
Oct. 18, 2016 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Summary of Significant Accounting Policies (Textual) | |||
Real estate depreciation expense | $ 135,378 | $ 84,814 | |
Impairment loss | 1,321,338 | ||
Intangible assets acquired | 1,583,260 | ||
Deferred rental income | 14,136 | 12,769 | |
Shipping and handling costs | 25 | 0 | |
Research and development expense | 39,061 | ||
Advertising costs | $ 335,900 | ||
Reverse split ratio | The Company effected a one-for-four reverse stock split of its common stock on October 18, 2016. All share and per share information has been retroactively adjusted to reflect this reverse stock split. | ||
Value of intangible assets acquired | $ 1,583,260 | ||
Asset and liability accounts translated | 1 | 1 | |
Average translation rates | 1 | ||
Cash [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Cash | $ 2,252,287 | $ 3,027,033 | |
Cash [Member] | CHINA | |||
Summary of Significant Accounting Policies (Textual) | |||
Cash | 1,216,485 | 1,327,009 | |
Cash [Member] | United States [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Cash | $ 1,035,802 | $ 1,700,024 | |
RMB [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Asset and liability accounts translated | 6.8785 | 6.5067 | |
Average translation rates | 6.6202 | 6.7563 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Corporate tax rate | 35.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Corporate tax rate | 21.00% | ||
Beijing GenExosome [Member] | Dr. Yu Zhou [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Equity interests ownership percentage | 40.00% |
Acquisition (Details)
Acquisition (Details) - GenExosome [Member] | Oct. 25, 2017USD ($) |
Assets acquired: | |
Cash | $ 72,032 |
Inventory | 1,081 |
Prepaid expenses | 142 |
Security deposit | 753 |
Property, plant and equipment | 3,346 |
Intangible assets - goodwill | 397,569 |
Total assets | 474,923 |
Liabilities assumed: | |
Accrued liabilities and other payables | 24,923 |
Total liabilities | 24,923 |
Purchase price | $ 450,000 |
Acquisition (Details 1)
Acquisition (Details 1) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Combinations [Abstract] | |
Net revenues | $ 1,077,550 |
Net loss | (4,171,807) |
Net loss attributable to Avalon GloboCare Corp. common shareholders | $ (3,561,650) |
Net loss per share | $ / shares | $ (0.05) |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 25, 2017 | |
Aquisition (Textual) | ||||
Revenue | $ 1,562,286 | $ 1,077,550 | ||
Net loss | $ (8,052,296) | (4,049,645) | ||
Acquisition related costs | 101,236 | |||
Beijing GenExosome's [Member] | ||||
Aquisition (Textual) | ||||
Acquition of stock aquired, percentage | 100.00% | |||
Fair value of net assets acquired excess to goodwill | $ 397,569 | 397,569 | $ 397,569 | |
Revenue | 26,276 | |||
Net loss | $ 30,327 | |||
Impairment loss | $ 397,569 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 12,953 | $ 2,667 |
Finished goods | 41 | |
Inventory, Gross | 12,994 | 2,667 |
Less: reserve for obsolete inventory | ||
Inventory net | $ 12,994 | $ 2,667 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid professional fees | $ 607,833 | $ 65,000 |
Prepaid research and development service fees | 300,000 | |
Prepaid insurance expense | 72,352 | |
Prepaid dues and subscriptions | 70,000 | 49,167 |
Other | 96,290 | 35,546 |
Total prepaid expenses and other | $ 1,146,475 | $ 149,713 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Gross | $ 318,418 | $ 59,676 |
Less: accumulated depreciation | (68,863) | (11,647) |
Property, Plant and Equipment, Net | 249,555 | 48,029 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 258,345 | 3,685 |
Useful life | 5 years | |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment, Gross | $ 35,627 | 31,440 |
Office Equipment and Furniture [Member] | Minimum [Member] | ||
Useful life | 3 years | |
Office Equipment and Furniture [Member] | Maximum [Member] | ||
Useful life | 10 years | |
Leasehold improvement [Member] | ||
Property, Plant and Equipment, Gross | $ 24,446 | $ 24,551 |
Useful lives | Shorter of useful life or lease term |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 59,886 | $ 10,374 |
Real Property Operating Expense [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | 3,275 | 1,321 |
Cost of Development Services and Sales of Developed Products [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | 38,229 | 112 |
Other Operating Expense [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | $ 18,382 | $ 8,941 |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investment in real estate, Gross | $ 8,100,077 | $ 7,708,571 |
Less: accumulated depreciation | (220,192) | (84,814) |
Investment in real estate, net | $ 7,879,885 | 7,623,757 |
Commercial real property building [Member] | ||
Useful life | 39 years | |
Investment in real estate, Gross | $ 7,708,571 | 7,708,571 |
Improvement [Member] | ||
Useful life | 12 years | |
Investment in real estate, Gross | $ 391,506 |
Investment in Real Estate (De_2
Investment in Real Estate (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Real property operating [Member] | ||
Investment in Real Estate (Textual) | ||
Depreciation expense | $ 135,378 | $ 84,814 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents and other technologies | $ 1,583,260 | $ 2,593,478 |
Goodwill | 397,569 | |
Less: accumulated amortization | (327,571) | (86,449) |
Less: impairment loss | (1,321,338) | |
Intangible assets net | $ 1,255,689 | $ 1,583,260 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 327,571 |
2020 | 327,571 |
2021 | 327,571 |
2022 | 272,976 |
Intangible Assets Net | $ 1,255,689 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Oct. 25, 2017 | |
Patents and other technologies value | $ 1,255,689 | $ 1,583,260 | |
GenExosome [Member] | |||
Estimated useful lives | 5 years | ||
Impairment loss for patents and other technologies | 923,769 | ||
Patents and other technologies value | 1,583,260 | ||
Fair value of net assets acquired excess to goodwill | 397,569 | $ 397,569 | |
Amortization expense | $ 327,571 | 86,449 | |
Impairment loss | $ 397,569 |
Equity Method Investment (Detai
Equity Method Investment (Details) | 5 Months Ended |
Dec. 31, 2018USD ($) | |
Equity Method Investment Financial Information [Abstract] | |
Current assets | $ 301,714 |
Noncurrent assets | 7,015 |
Current liabilities | 38 |
Noncurrent liabilities | |
Equity | 308,691 |
Net revenue | |
Gross profit | |
Loss from operation | 132,423 |
Net loss | $ 132,423 |
Equity Method Investment (Det_2
Equity Method Investment (Details Textual) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Method Investment (Textual) | |||
Equity method investment amounted | $ 385,162 | $ 385,162 | |
Net loss | $ 52,969 | $ 52,969 | |
Jiangsu Unicorn Biological Technology Co., Ltd. [Member] | |||
Equity Method Investment (Textual) | |||
Total ownership percentage | 60.00% | 60.00% | |
Other Unrelated Company [Member] | |||
Equity Method Investment (Textual) | |||
Total ownership percentage | 40.00% | 40.00% |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued payroll liability | $ 529,472 | $ 6,767 |
Accrued professional fees | 166,077 | 82,913 |
Insurance payable | 45,088 | |
Accrued dues and subscriptions | 42,500 | |
Other | 76,213 | 34,384 |
Total accounts payable and accrued liabilities | $ 859,350 | $ 124,064 |
Loan Payable (Details Textual)
Loan Payable (Details Textual) - USD ($) | 1 Months Ended | |||
Apr. 30, 2018 | Nov. 30, 2017 | Apr. 19, 2017 | Dec. 31, 2018 | |
Loan Payable (Textual) | ||||
Loan principal amount | $ 2,100,000 | |||
Maturity date | On May 3, 2018, the Company signed an extension agreement with the maturity date of March 31, 2019. On August 3, 2018, the Company signed an extension agreement for the loan with the maturity date of March 31, 2020. | |||
Term | 1 year | |||
Annual interest rate | 10.00% | |||
Repayment of loan | $ 500,000 | $ 600,000 | ||
Outstanding principal balance | $ 1,000,000 | |||
Accrued and unpaid interest | $ 75,342 |
Vat and Other Taxes Payable (De
Vat and Other Taxes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statutory Reserve [Abstract] | ||
VAT payable | $ 1,108 | $ 819 |
Other taxes payable | 3,560 | 2,178 |
VAT and other tax payable | $ 4,668 | $ 2,997 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Medical related consulting services | $ 269,287 | $ 222,611 | |
Beijing Daopei [Member] | |||
Medical related consulting services | [1] | 269,287 | |
Shanghai Daopei [Member] | |||
Medical related consulting services | [2] | 67,576 | |
Beijing Nanshan [Member] | |||
Medical related consulting services | [3] | $ 155,035 | |
[1] | Beijing Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. | ||
[2] | Shanghai Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. | ||
[3] | Beijing Nanshan is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 17, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | $ 0 | $ 0 | |
Accrued liabilities and other payables - related parties | 39,927 | ||
Due to related party | 100,000 | 450,000 | |
Prepaid expenses - related parties | 34,190 | ||
Advance from customer - related party | 14,829 | ||
Property management agreement amounted | 65,004 | 43,336 | |
Yu Zhou [Member] | |||
Accrued liabilities and other payables - related parties | 0 | 24,540 | |
Due to related party | 100,000 | 450,000 | |
Meng Li [Member] | |||
Prepaid expenses - related parties | 32,293 | 0 | |
David Jin [Member] | |||
Accrued liabilities and other payables - related parties | 0 | 15,387 | |
Prepaid expenses - related parties | 1,897 | 0 | |
Beijing Daopei [Member] | |||
Advance from customer - related party | 14,829 | 0 | |
AHS Office Lease [Member] | |||
Monthly rent | $ 1,000 | $ 1,000 | |
Lease terminated date | Aug. 31, 2017 | ||
Wenzhao Lu [Member] | |||
Monthly property management fee | $ 5,417 | ||
Property management agreement commenced date | May 5, 2017 | ||
Agreement expired date | Mar. 31, 2019 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Tax Disclosure [Abstract] | |||
United States loss before income taxes | [1] | $ (7,665,284) | $ (3,794,872) |
China loss before income taxes | (387,012) | (254,773) | |
Total loss before income taxes | $ (8,052,296) | $ (4,049,645) | |
[1] | For the years ended December 31, 2018 and 2017, amount of $572,613 and $1,433,074, respectively, is included in the United States loss before income taxes, which is not included in the Company's consolidated income tax return, because the Company owns only 60% of GenExosome. The U.S. tax law requires 80% ownership to consolidate. |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total current income taxes expense | ||
Deferred: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total deferred income taxes expense | ||
Total income taxes expense |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal rate | 21.00% | 34.00% |
U.S. state rate | 7.00% | 5.00% |
Non-deductible expenses | (10.80%) | (22.30%) |
U.S. effective rate in excess of China tax rate | 2.20% | (1.00%) |
U.S. valuation allowance | (19.40%) | (15.70%) |
Total provision for income taxes | 0.00% | 0.00% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net U.S. operating loss carryforward | $ 2,077,091 | $ 420,695 |
Valuation allowance | (2,077,091) | (420,695) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | ||
Federal statutory income tax rate | 21.00% | 34.00% |
Expiration year | 2038 | |
Net operating loss for income taxes purposes | $ 7,390,000 | |
Valuation allowance | 2,077,091 | $ 420,695 |
Increase in valuation allowance | $ 1,656,396 | |
Corporate tax rate, description | The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. | |
Penalty | $ 10,000 | |
Cumulative deficit from its foreign subsidiaries | $ 608,000 | |
Valuation allowance on the deferred tax rate | 100.00% | |
Percentage of Income tax at an effective rate | 25.00% | |
GenExosome [Member] | ||
Income Taxes (Textual) | ||
United States loss before income taxes, which is not included in the Company's consolidated income tax return | $ 572,613 | $ 1,433,074 |
Equity (Details)
Equity (Details) - Option [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
0.50 [Member] | |
Number of options outstanding | shares | 2,000,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 8 years 1 month 9 days |
Weighted Average Exercise Price ($) | $ / shares | $ 0.50 |
Number options Exercisable | shares | 1,277,778 |
Weighted Average options Exercise Price | $ / shares | $ 0.5 |
1.49 [Member] | |
Number of options outstanding | shares | 60,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 3 years 3 months 26 days |
Weighted Average Exercise Price ($) | $ / shares | $ 1.49 |
Number options Exercisable | shares | 60,000 |
Weighted Average options Exercise Price | $ / shares | $ 1.49 |
1.00 [Member] | |
Number of options outstanding | shares | 50,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 3 days |
Weighted Average Exercise Price ($) | $ / shares | $ 1 |
Number options Exercisable | shares | 50,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
1.00 [Member] | |
Number of options outstanding | shares | 180,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 3 days |
Weighted Average Exercise Price ($) | $ / shares | $ 1 |
Number options Exercisable | shares | 180,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
2.50 [Member] | |
Number of options outstanding | shares | 110,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years |
Weighted Average Exercise Price ($) | $ / shares | $ 2.5 |
Number options Exercisable | shares | 110,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.5 |
1.00 [Member] | |
Number of options outstanding | shares | 180,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 29 days |
Weighted Average Exercise Price ($) | $ / shares | $ 1 |
Number options Exercisable | shares | 180,000 |
Weighted Average options Exercise Price | $ / shares | $ 1 |
2.30 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 1 day |
Weighted Average Exercise Price ($) | $ / shares | $ 2.3 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.3 |
2.30 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 3 days |
Weighted Average Exercise Price ($) | $ / shares | $ 2.3 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.3 |
2.80 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 29 days |
Weighted Average Exercise Price ($) | $ / shares | $ 2.8 |
Number options Exercisable | shares | 20,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.8 |
2.80 [Member] | |
Number of options outstanding | shares | 20,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 7 months 13 days |
Weighted Average Exercise Price ($) | $ / shares | $ 2.8 |
Number options Exercisable | shares | 6,667 |
Weighted Average options Exercise Price | $ / shares | $ 2.8 |
1.00 [Member] | |
Number of options outstanding | shares | 180,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 3 days |
Weighted Average Exercise Price ($) | $ / shares | $ 1 |
Number options Exercisable | shares | |
Weighted Average options Exercise Price | $ / shares | |
0.50-2.80 [Member] | |
Number of options outstanding | shares | 2,840,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 6 years 6 months 29 days |
Weighted Average Exercise Price ($) | $ / shares | $ 0.76 |
Number options Exercisable | shares | 1,924,445 |
Weighted Average options Exercise Price | $ / shares | $ 0.82 |
Equity (Details 1)
Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee and director stock option [Member] | ||
Number of Options | ||
Balance at beginning balance | 2,110,000 | |
Granted | 180,000 | 2,110,000 |
Terminated | $ (10,000) | |
Exercised | ||
Balance at ending balance | 2,280,000 | 2,110,000 |
Option Exercisable at end | 1,557,778 | |
Options expected to vest | 722,222 | |
Weighted Average Exercise Price | ||
Balance at beginning balance | $ 0.54 | |
Granted | 2.49 | 0.54 |
Terminated | 2.50 | |
Exercised | ||
Balance at end | 0.69 | $ 0.54 |
Option Exercisable at ending balance | 0.77 | |
Options expected to vest | $ 0.50 | |
Non Employee Stock Option [Member] | ||
Number of Options | ||
Balance at beginning balance | 180,000 | |
Granted | 380,000 | 180,000 |
Exercised | ||
Balance at ending balance | 560,000 | 180,000 |
Option Exercisable at end | 366,667 | |
Options expected to vest | 193,333 | |
Weighted Average Exercise Price | ||
Balance at beginning balance | $ 1 | |
Granted | 1.09 | 1 |
Exercised | ||
Balance at end | 1.06 | $ 1 |
Option Exercisable at ending balance | 1.03 | |
Options expected to vest | $ 1.12 |
Equity (Details 2)
Equity (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Option [Member] | ||
Dividend rate | 0.00% | 0.00% |
Terms (in years) | 5 years | |
Employee Stock Option [Member] | Minimum [Member] | ||
Terms (in years) | 5 years | |
Volatility | 167.86% | 313.18% |
Risk-free interest rate | 2.25% | 1.81% |
Employee Stock Option [Member] | Maximum [Member] | ||
Terms (in years) | 10 years | |
Volatility | 185.28% | 597.16% |
Risk-free interest rate | 2.85% | 2.40% |
Non Employee Stock Option [Member] | ||
Dividend rate | 0.00% | 0.00% |
Terms (in years) | 3 years | |
Non Employee Stock Option [Member] | Minimum [Member] | ||
Terms (in years) | 2 years 6 months | |
Volatility | 150.35% | 298.49% |
Risk-free interest rate | 2.29% | 1.74% |
Non Employee Stock Option [Member] | Maximum [Member] | ||
Terms (in years) | 5 years | |
Volatility | 188.29% | 313.18% |
Risk-free interest rate | 2.94% | 1.98% |
Equity (Details 3)
Equity (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Non Employee Stock Option [Member] | ||
Number of Options | ||
Nonvested at beginning balance | 180,000 | |
Granted | 380,000 | 180,000 |
Vested | (366,667) | |
Forfeited | ||
Nonvested at ending balance | 193,333 | 180,000 |
Weighted Average Exercise Price | ||
Nonvested at beginning balance | $ 1 | |
Granted | 1.09 | 1 |
Vested | (1.03) | |
Forfeited | ||
Nonvested at ending balance | $ 1.12 | $ 1 |
Fair Value | ||
Nonvested at end balance | $ 323,490 | |
Employee Stock Option [Member] | ||
Number of Options | ||
Nonvested at beginning balance | 1,428,889 | |
Granted | 180,000 | 2,110,000 |
Vested | (876,667) | (681,111) |
Forfeited | (10,000) | |
Nonvested at ending balance | 722,222 | 1,428,889 |
Weighted Average Exercise Price | ||
Nonvested at beginning balance | $ 0.51 | |
Granted | 2.49 | 0.54 |
Vested | (0.91) | (0.59) |
Forfeited | (2.50) | |
Nonvested at ending balance | $ 0.50 | $ 0.51 |
Fair Value | ||
Nonvested at beginning balance | $ 1,876,079 | |
Granted | 446,911 | 2,719,960 |
Vested | (1,396,116) | (843,881) |
Forfeited | (24,095) | |
Nonvested at end balance | $ 902,779 | $ 1,876,079 |
Equity (Details 4)
Equity (Details 4) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Warrants | |
Balance at beginning | shares | |
Issued | shares | 578,891 |
Exercised | shares | |
Balance at end | shares | 578,891 |
Weighted Average Exercise Price | |
Balance at beginning | $ / shares | |
Issued | $ / shares | 1.28 |
Exercised | $ / shares | |
Balance at end | $ / shares | $ 1.28 |
Equity (Details 5)
Equity (Details 5) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants Outstanding | 578,891 | |
Number of Warrants Exerciseable | 578,891 | |
Weighted Average Exercise Price Warrants Outstanding | $ 1.28 | |
Weighted Average Exercise Price Warrants Exerciseable | $ 1.28 | |
Warrant [Member] | 1.00 [Member] | ||
Number of Warrants Exerciseable | 360,500 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 2 months 30 days | |
Weighted Average Exercise Price Warrants Exerciseable | $ 1 | |
Warrant [Member] | 1.62 [Member] | ||
Number of Warrants Exerciseable | 151,235 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 19 days | |
Weighted Average Exercise Price Warrants Exerciseable | $ 1.62 | |
Warrant [Member] | 1.85 [Member] | ||
Number of Warrants Exerciseable | 5,960 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 26 days | |
Weighted Average Exercise Price Warrants Exerciseable | $ 1.85 | |
Warrant [Member] | 1.90 [Member] | ||
Number of Warrants Exerciseable | 36,750 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 2 days | |
Weighted Average Exercise Price Warrants Exerciseable | $ 1.9 | |
Warrant [Member] | 2.24 [Member] | ||
Number of Warrants Exerciseable | 24,446 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 20 days | |
Weighted Average Exercise Price Warrants Exerciseable | $ 2.24 | |
Warrant [Member] | 1.00 – 2.24 [Member] | ||
Number of Warrants Exerciseable | 578,891 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 11 days | |
Weighted Average Exercise Price Warrants Exerciseable | $ 1.28 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Aug. 08, 2018 | Mar. 03, 2017 | Apr. 23, 2018 | Mar. 27, 2018 | Oct. 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity (Textual) | |||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, authorised | 490,000,000 | 490,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, issued | 0 | 0 | |||||
Preferred stock, outstanding | 0 | 0 | |||||
Common stock, issued | 73,830,751 | 70,278,622 | |||||
Common stock, outstanding | 73,310,751 | 70,278,622 | |||||
Stock warrants issued | 578,891 | ||||||
Warrants exercise price | $ 1.28 | ||||||
Warrants term | 5 years | ||||||
Common shares issued for services | $ 1,371,450 | ||||||
Stock-based compensation expense | 3,092,981 | $ 992,997 | |||||
Aggregate intrinsic value of the warrants outstanding | 850,840 | ||||||
Aggregate intrinsic value of the warrants exercisable | 850,840 | ||||||
Placement agent service fee | 50,625 | ||||||
Purchase of intangible assets | 876,087 | ||||||
Prepaid expense | 495,750 | ||||||
Warrant [Member] | |||||||
Equity (Textual) | |||||||
Aggregate fair value of options granted | 1,213,605 | ||||||
Non Employee Stock Option [Member] | |||||||
Equity (Textual) | |||||||
Compensation and related benefits | 831,165 | 149,116 | |||||
Aggregate value of nonvested options | $ 323,490 | ||||||
Amortization of stock-based compensation expense | 7 months 17 days | ||||||
Intrinsic value of stock options outstanding | $ 945,000 | ||||||
Intrinsic value of stock options exercisable | 630,000 | ||||||
Employee Stock Option [Member] | |||||||
Equity (Textual) | |||||||
Aggregate fair value of options granted | 446,911 | 2,719,960 | |||||
Compensation and related benefits | 422,816 | $ 843,881 | |||||
Aggregate value of nonvested options | $ 902,778 | ||||||
Amortization of stock-based compensation expense | 1 year 29 days | ||||||
Intrinsic value of stock options outstanding | $ 4,708,600 | ||||||
Intrinsic value of stock options exercisable | $ 3,083,601 | ||||||
Dr. Zhou [Member] | |||||||
Equity (Textual) | |||||||
Common stock issued, Shares | 500,000 | ||||||
Common stock issued, Value | $ 500,000 | ||||||
Intangible assets purchased, description | The Company acquired four patents and other technologies from Dr. Zhou in consideration of $876,087 in cash and 500,000 shares of common stock of the Company and 400 shares of common stock of GenExosome. | ||||||
GenExosome Technologies Inc. [Member] | |||||||
Equity (Textual) | |||||||
Business acquisition consideration, description | In consideration of the assets, GenExosome agreed to pay Dr. Zhou $876,087 in cash, transfer 500,000 shares of common stock of the Company to Dr. Zhou and issue Dr. Zhou 400 shares of common stock of GenExosome. | ||||||
GenExosome Technologies Inc. [Member] | Dr. Zhou [Member] | |||||||
Equity (Textual) | |||||||
Business acquisition consideration, description | The fair value of 400 shares of GenExosome’s common stock given to acquire those intangible assets was $1,217,391 which was valued based on the most recent sale price of 600 shares of GenExosome’s common stock, which was sold to the Company on October 25, 2017 pursuant to the Securities Purchase Agreement entered into by GenExosome and the Company. The fair value of 400 shares of GenExosome’s common stock was recorded as additional paid-in capital. | ||||||
Subscription Agreement [Member] | |||||||
Equity (Textual) | |||||||
Common shares sold for cash (in shares) | 5,150,000 | ||||||
Share price | $ 1 | ||||||
Net proceeds from placement agent | $ 5,099,375 | ||||||
Placement agent service fee | $ 50,625 | ||||||
Subscription Agreement [Member] | Private Placement One [Member] | |||||||
Equity (Textual) | |||||||
Stock warrants issued | 151,235 | ||||||
Warrants exercise price | $ 1.62 | ||||||
Subscription Agreement [Member] | Private Placement Two [Member] | |||||||
Equity (Textual) | |||||||
Stock warrants issued | 5,960 | ||||||
Warrants exercise price | $ 1.85 | ||||||
Subscription Agreement [Member] | Private Placement Three [Member] | |||||||
Equity (Textual) | |||||||
Stock warrants issued | 36,750 | ||||||
Warrants exercise price | $ 1.90 | ||||||
Subscription Agreement [Member] | Private Placement Four [Member] | |||||||
Equity (Textual) | |||||||
Stock warrants issued | 24,446 | ||||||
Warrants exercise price | $ 2.24 | ||||||
Subscription Agreement [Member] | Private Placement [Member] | |||||||
Equity (Textual) | |||||||
Stock warrants issued | 218,391 | ||||||
Third Party [Member] | |||||||
Equity (Textual) | |||||||
Common stock repurchased, Shares | 520,000 | ||||||
Common stock repurchased, Value | $ 522,500 | ||||||
Escrow Agent [Member] | |||||||
Equity (Textual) | |||||||
Share repurchase cost | $ 2,500 | ||||||
Accredited Investor [Member] | |||||||
Equity (Textual) | |||||||
Common stock issued, Shares | 2,000,000 | ||||||
Common stock issued, Value | $ 2,000,000 | ||||||
Accredited Investor [Member] | Subscription Agreement [Member] | |||||||
Equity (Textual) | |||||||
Common stock issued, Shares | 3,000,000 | ||||||
Common stock issued, Value | $ 3,000,000 | ||||||
Accredited Investor [Member] | Subscription Agreement [Member] | Avalon (Shanghai) Healthcare Technology Co., Ltd. | |||||||
Equity (Textual) | |||||||
Annual interest | 20.00% | ||||||
Share price | $ 1.20 | ||||||
Supplementary agreement related to share subscription, description | The Company, Avalon Shanghai, DOING and March 2017 Accredited Investor entered into a Supplementary Agreement Related to Share Subscription pursuant to which Avalon Shanghai agreed to pay RMB 8,256,000 (approximately $1.3 million based on the exchange rate on April 23, 2018) to DOING representing one-third of the DOING Investment plus 20% interest for the one-third DOING Investment resulting in a reduction in the March 2017 Shares by one-third to 2,000,000 shares. Further, the parties agreed that the BCC Repayment Obligation was extended to July 31, 2018. The $1 million BCC Repayment Obligation and related interest was paid in full in May 2018. | ||||||
Investor | Subscription Agreement [Member] | |||||||
Equity (Textual) | |||||||
Common shares sold for cash | $ 7,064,717 | ||||||
Investment banking firm | $ 486,296 | ||||||
Warrants term | 5 years | ||||||
Investor One | Subscription Agreement [Member] | |||||||
Equity (Textual) | |||||||
Common shares sold for cash (in shares) | 939,450 | ||||||
Share price | $ 2.25 | ||||||
Investor Two | Subscription Agreement [Member] | |||||||
Equity (Textual) | |||||||
Common shares sold for cash (in shares) | 3,107,000 | ||||||
Share price | $ 1.75 | ||||||
Consulting companies [Member] | Consulting agreements | |||||||
Equity (Textual) | |||||||
Common shares issued for services | $ 1,371,450 | ||||||
Common shares issued for services (in shares) | 505,679 | ||||||
Stock-based compensation expense | $ 865,700 | ||||||
Decrease in accrued liabilities | $ 10,000 |
Statutory Reserve (Details)
Statutory Reserve (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Statutory Reserve (Textual) | |
Statutory reserve percentage | 10.00% |
Statutory reserve appropriation, description | The appropriation is required until the statutory reserve reaches 50% of the registered capital. |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | ||
Noncontrolling interest at Beginning | $ (585,394) | |
Net loss attributable to noncontrolling interest | (278,174) | (585,360) |
Foreign currency translation adjustment attributable to noncontrolling interest | 1,368 | (34) |
Noncontrolling interest at ending | $ (862,200) | $ (585,394) |
Noncontrolling Interest (Deta_2
Noncontrolling Interest (Details Textual) | Dec. 31, 2018 |
GenExsome [Member] | Dr. Yu Zhou [Member] | |
Noncontrolling Interest (Textual) | |
Equity interests ownership percentage | 40.00% |
Restricted Net Assets (Details)
Restricted Net Assets (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Net Assets (Textual) | ||
Net assets | 25.00% | 25.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenues | $ 1,562,286 | $ 1,077,550 | |
Depreciation and amortization | 522,835 | 181,637 | |
Interest expense | 314,653 | 138,110 | |
Net loss | (8,052,296) | (4,049,645) | |
Identifiable long-lived tangible assets | 8,129,440 | 7,671,786 | |
Real property operating [Member] | |||
Revenues | 1,121,483 | 828,663 | |
Depreciation and amortization | 138,653 | 86,135 | |
Interest expense | 312,329 | 138,110 | |
Net loss | 230,022 | 309,415 | |
Identifiable long-lived tangible assets | 7,898,224 | 7,645,371 | |
Medical related consulting services-related parties [Member] | |||
Revenues | 269,287 | 222,611 | |
Depreciation and amortization | 16,598 | 8,774 | |
Interest expense | |||
Net loss | 386,481 | 385,515 | |
Identifiable long-lived tangible assets | 6,852 | 20,558 | |
Development services and sales of developed products [Member] | |||
Revenues | 171,516 | 26,276 | |
Depreciation and amortization | 367,584 | 86,728 | |
Interest expense | |||
Net loss | 695,435 | 1,463,401 | |
Identifiable long-lived tangible assets | 224,364 | 5,857 | |
Other [Member] | |||
Interest expense | [1] | 2,324 | |
Net loss | [1] | $ 6,740,358 | $ 1,891,314 |
[1] | The Company does not allocate any interest expense and general and administrative expense of its being a public company activities to its reportable segments as these activities are managed at a corporate level. |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Identifiable long-lived tangible assets | $ 8,129,440 | $ 7,671,786 |
United States [Member] | ||
Identifiable long-lived tangible assets | 7,898,806 | 7,646,270 |
China [Member] | ||
Identifiable long-lived tangible assets | $ 230,634 | $ 25,516 |
Segment Information (Details Te
Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2018Segment | |
Segment Information (Textual) | |
Number of reportable business segments | 3 |
Commitments and Contincengies_2
Commitments and Contincengies (Details) | Dec. 31, 2018USD ($) |
Beijing GenExosome Office Lease [Member] | |
Year Ending December 31: | |
2019 | $ 1,242 |
Beijing GenExosome Office Lease [Member] | Operating Lease [Member] | |
Year Ending December 31: | |
2019 | 1,242 |
Avalon Shanghai Office Lease [Member] | |
Year Ending December 31: | |
2019 | 8,615 |
Avalon Shanghai Office Lease [Member] | Operating Lease [Member] | |
Year Ending December 31: | |
2019 | $ 8,615 |
Commitments and Contincengies_3
Commitments and Contincengies (Details Textual) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 18, 2018USD ($) | May 29, 2018 | Mar. 31, 2017USD ($) | Mar. 31, 2017CNY (¥) | Jan. 19, 2017USD ($) | Jan. 19, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017USD ($) | |
Commitments and Contincengies (Textual) | |||||||||
Rent expense | $ 91,000 | $ 87,000 | |||||||
Technology service | $ 17,000 | ||||||||
Avalon Shanghai [Member] | |||||||||
Commitments and Contincengies (Textual) | |||||||||
Joint venture agreement, description | Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biosciences Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within two years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2018, Avalon Shanghai has contributed RMB 3,000,000 (approximately $0.4 million) that was included in equity method investment on the accompanying consolidated balance sheets. | ||||||||
Insurance Premium Financing Agreement [Member] | |||||||||
Commitments and Contincengies (Textual) | |||||||||
Principal amount | $ 108,528 | ||||||||
Expiration period | May 17, 2019 | ||||||||
Annual interest rate | 6.90% | ||||||||
Unpaid interest | $ 45,088 | ||||||||
Beijing GenExosome Office Lease [Member] | |||||||||
Commitments and Contincengies (Textual) | |||||||||
Expiration period | Mar. 14, 2020 | Mar. 14, 2020 | Mar. 14, 2020 | Mar. 14, 2020 | |||||
Lease, annual rent | $ 6,000 | $ 6,000 | |||||||
Rent expense | $ 6,000 | $ 1,000 | |||||||
Beijing GenExosome Office Lease [Member] | RMB [Member] | |||||||||
Commitments and Contincengies (Textual) | |||||||||
Lease, annual rent | ¥ | ¥ 41,000 | ¥ 41,000 | |||||||
Avalon Shanghai Office Lease [Member] | |||||||||
Commitments and Contincengies (Textual) | |||||||||
Lease, monthly rent | $ 7,000 | ||||||||
Security deposit | 24,000 | ||||||||
Operating lease maintenance fees | $ 600 | ||||||||
Avalon Shanghai Office Lease [Member] | RMB [Member] | |||||||||
Commitments and Contincengies (Textual) | |||||||||
Expiration period | Feb. 29, 2020 | Feb. 29, 2020 | |||||||
Lease, monthly rent | ¥ | ¥ 50,586 | ||||||||
Security deposit | ¥ | 164,764 | ||||||||
Operating lease maintenance fees | ¥ | ¥ 4,336 |
Concentrations (Details)
Concentrations (Details) - More than 10% Revenues [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
A (Beijing Daopei, a related party) [Member] | ||
Customer | 17.00% | 0.00% |
B (Beijing Nanshan, a related party) [Member] | ||
Customer | 0.00% | 14.00% |
C [Member] | ||
Customer | 21.00% | 20.00% |
D [Member] | ||
Customer | 14.00% | 13.00% |
E [Member] | ||
Customer | 11.00% | 11.00% |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2018USD ($)Customer / IntegerSupplier / Integer | Dec. 31, 2017USD ($)Customer / IntegerSupplier / Integer | |
10% or more of purchase [Member] | Outstanding accounts payable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 95.50% | 100.00% |
Number of supplier | Supplier / Integer | 1 | 1 |
More than 10% Revenues [Member] | Outstanding accounts and tenants receivable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 56.00% | 48.90% |
Number of customer | Customer / Integer | 2 | 2 |
PRC [Member] | ||
Concentrations (Textual) | ||
Uninsured cash balances | $ 1,216,485 | $ 1,327,009 |
Cash balances in excess of FDI | $ 239,000 | $ 1,162,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Jan. 09, 2019 | Mar. 18, 2019 | Feb. 27, 2019 |
Subsequent Events (Textual) | |||
Common stock upon cashless exercise of options | 350,856 | 158,932 | |
Warrants to purchase common stock | 578,891 | 200,000 | |
Daniel Lu [Member] | |||
Subsequent Events (Textual) | |||
Principal amount | $ 1,000,000 | ||
Accrues interest rate | 5.00% | ||
Matures date | Mar. 19, 2022 | ||
Consideration of cash amount | $ 1,000,000 |