Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 06, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Avalon GloboCare Corp. | ||
Entity Central Index Key | 0001630212 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 78,058,898 | ||
Entity Public Float | $ 57,605,000 | ||
Entity Filer Number | 000-55709 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 764,891 | $ 2,252,287 |
Accounts receivable | 4,710 | 9,739 |
Accounts receivable - related party | 215,418 | |
Straight-line rent receivable | 23,759 | 42,484 |
Security deposit | 24,847 | 127,263 |
Prepaid expenses - related parties | 34,190 | |
Prepaid expenses and other current assets | 537,470 | 1,159,469 |
Total Current Assets | 1,571,095 | 3,625,432 |
NON-CURRENT ASSETS: | ||
Straight-line rent receivable - noncurrent portion | 99,235 | |
Property and equipment, net | 601,425 | 249,555 |
Investment in real estate, net | 7,735,680 | 7,879,885 |
Intangible assets, net | 1,255,689 | |
Equity method investment | 483,101 | 385,162 |
Total Non-current Assets | 8,919,441 | 9,770,291 |
Total Assets | 10,490,536 | 13,395,723 |
CURRENT LIABILITIES: | ||
Accrued professional fees | 1,243,190 | 166,077 |
Accrued research and development fees | 650,000 | |
Accrued payroll liability | 373,083 | 529,472 |
Accrued liabilities and other payables | 303,911 | 264,642 |
Accrued liabilities and other payables - related parties | 187,042 | 114,829 |
Tenants' security deposit | 78,237 | 66,700 |
Total Current Liabilities | 2,835,463 | 1,141,720 |
NON-CURRENT LIABILITIES: | ||
Loan payable | 1,000,000 | |
Note payable - related party | 590,000 | |
Loan payable - related party | 2,600,000 | |
Total Non-current Liabilities | 3,190,000 | 1,000,000 |
Total Liabilities | 6,025,463 | 2,141,720 |
Commitments and Contingencies - (Note 20) | ||
EQUITY: | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 76,730,802 shares issued and 76,210,802 shares outstanding at December 31, 2019; 73,830,751 shares issued and 73,310,751 shares outstanding at December 31, 2018 | 7,673 | 7,383 |
Additional paid-in capital | 34,593,006 | 24,153,378 |
Less: common stock held in treasury, at cost; 520,000 shares at December 31, 2019 and 2018 | (522,500) | (522,500) |
Accumulated deficit | (29,361,937) | (11,291,776) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (257,747) | (236,860) |
Total Avalon GloboCare Corp. stockholders' equity and non-controlling interest | 4,465,073 | 12,116,203 |
Non-controlling interest | (862,200) | |
Total Equity | 4,465,073 | 11,254,003 |
Total Liabilities and Equity | $ 10,490,536 | $ 13,395,723 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 490,000,000 | 490,000,000 |
Common stock, issued | 76,730,802 | 73,830,751 |
Common stock, outstanding | 76,210,802 | 73,310,751 |
Treasury stock | 520,000 | 520,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUES | ||
Real property rental | $ 1,155,677 | $ 1,121,483 |
Medical related consulting services - related parties | 355,544 | 269,287 |
Development services and sales of developed products | 35,084 | 171,516 |
Total Revenues | 1,546,305 | 1,562,286 |
COSTS AND EXPENSES | ||
Real property operating expenses | 818,662 | 793,714 |
Medical related consulting services - related parties | 284,472 | 250,320 |
Development services and sales of developed products | 103,258 | 130,238 |
Total Costs and Expenses | 1,206,392 | 1,174,272 |
REAL PROPERTY OPERATING INCOME | 337,015 | 327,769 |
GROSS PROFIT FROM MEDICAL RELATED CONSULTING SERVICES | 71,072 | 18,967 |
GROSS (LOSS) PROFIT FROM DEVELOPMENT SERVICES AND SALES OF DEVELOPED PRODUCTS | (68,174) | 41,278 |
Total Gross Profit | 339,913 | 388,014 |
OTHER OPERATING EXPENSES: | ||
Compensation and related benefits | 8,743,691 | 2,715,323 |
Research and development expenses | 1,781,869 | 39,061 |
Other general and administrative | 8,181,572 | 5,264,765 |
Impairment loss | 1,010,011 | |
Total Other Operating Expenses | 19,717,143 | 8,019,149 |
LOSS FROM OPERATIONS | (19,377,230) | (7,631,135) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (33,714) | (314,653) |
Interest expense - related party | (49,194) | |
Change in fair value of warrants liabilities | 2,817,241 | |
Financing expense | (525,418) | |
Loss from equity-method investment | (55,776) | (52,969) |
Foreign currency transaction gain (loss) | 12,868 | (106,929) |
Loss from noncontrolling interest deficit adjustment | (862,200) | |
Other income | 3,262 | 53,390 |
Total Other Income (Expense), net | 1,307,069 | (421,161) |
LOSS BEFORE INCOME TAXES | (18,070,161) | (8,052,296) |
INCOME TAXES | ||
NET LOSS | (18,070,161) | (8,052,296) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (278,174) | |
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (18,070,161) | (7,774,122) |
COMPREHENSIVE LOSS: | ||
NET LOSS | (18,070,161) | (8,052,296) |
OTHER COMPREHENSIVE LOSS | ||
Unrealized foreign currency translation loss | (20,887) | (143,498) |
COMPREHENSIVE LOSS | (18,091,048) | (8,195,794) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (276,806) | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (18,091,048) | $ (7,918,988) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
Basic and diluted | $ (0.24) | $ (0.11) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 75,116,895 | 72,004,081 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Statutory Reserve | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total |
Beginning balance at Dec. 31, 2017 | $ 7,028 | $ 11,490,285 | $ (3,517,654) | $ 6,578 | $ (91,994) | $ (585,394) | $ 7,308,849 | ||
Beginning balance, Shares at Dec. 31, 2017 | 70,278,622 | ||||||||
Refundable deposit exchange for common shares | 2,000,000 | 2,000,000 | |||||||
Repayment made for Share Subscription Agreement | $ (100) | 100 | |||||||
Repayment made for Share Subscription Agreement, Shares | (1,000,000) | ||||||||
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 | ||||||||
Treasury stock purchase | $ (522,500) | (522,500) | |||||||
Treasury stock purchase, Shares | (520,000) | ||||||||
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 | 73,830,751 | (520,000) | |||||||
Beginning balance, Shares at Dec. 31, 2018 | 73,830,751 | (520,000) | |||||||
Noncontrolling interest deficit adjustment | 862,200 | 862,200 | |||||||
Sale of common stock, net | $ 185 | 1,672,903 | 1,673,088 | ||||||
Sale of common stock, Shares | 1,852,883 | ||||||||
Issuance of common stock for services | $ 54 | 1,318,546 | 1,318,600 | ||||||
Issuance of common stock for services, Shares | 537,380 | ||||||||
Issuance of common stock upon cashless exercise of stock warrants | $ 35 | (35) | |||||||
Issuance of common stock upon cashless exercise of stock warrants, Shares | 350,856 | ||||||||
Issuance of common stock upon exercise of options | $ 16 | (16) | |||||||
Issuance of common stock upon exercise of options, Shares | 158,932 | ||||||||
Stock-based compensation | 7,448,230 | 7,448,230 | |||||||
Foreign currency translation adjustment | (20,887) | 20,887 | |||||||
Net loss for the year | (18,070,161) | (18,070,161) | |||||||
Ending balance at Dec. 31, 2019 | $ 7,673 | $ 34,593,006 | $ (522,500) | $ (29,361,937) | $ 6,578 | $ (257,747) | $ 4,465,073 | ||
Ending balance, Shares | 76,730,802 | (520,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (18,070,161) | $ (8,052,296) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 506,744 | 522,835 | |
Stock-based compensation and service expense | 9,209,147 | 3,092,981 | |
Loss on equity method investment | 55,776 | 52,969 | |
Change in warrants derivative liabilities | (2,817,241) | ||
Allocated financing costs | 525,418 | ||
Impairment loss | 1,010,011 | ||
Loss from noncontrolling interest deficit adjustment | [1] | 862,200 | |
Loss on fixed assets disposal | 344 | ||
Changes in operating assets and liabilities, | |||
Accounts receivable | 4,948 | (114) | |
Accounts receivable - related party | (217,080) | ||
Straight-line rent receivable | (80,510) | (4,015) | |
Prepaid expenses - related parties | 34,043 | (35,450) | |
Prepaid expenses and other current assets | 480,460 | (468,412) | |
Security deposit | 102,102 | (96,629) | |
Accrued liabilities and other payables | 1,230,029 | 642,215 | |
Accrued liabilities and other payables - related parties | 72,362 | (24,520) | |
Tenants' security deposit | 11,537 | (25,588) | |
NET CASH USED IN OPERATING ACTIVITIES | (7,079,871) | (4,396,024) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (377,454) | (113,148) | |
Improvement of commercial real estate | (16,321) | (391,506) | |
Investment in equity method investment | (159,192) | (453,159) | |
Payment for previously acquired business | (350,000) | ||
NET CASH USED IN INVESTING ACTIVITIES | (552,967) | (1,307,813) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds received from note payable - related party | 1,000,000 | ||
Repayments of note payable - related party | (410,000) | ||
Repayments of loan payable | (1,000,000) | (500,000) | |
Proceeds received from loan payable - related party | 2,600,000 | ||
Repurchase of warrants | (1,400,000) | ||
Repurchase of common stock | (522,500) | ||
Refund for refundable deposit in connection with Share Subscription Agreement | (1,000,000) | ||
Proceeds received from offering | 6,273,744 | 7,551,013 | |
Disbursements for offering costs | (908,834) | (486,296) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,154,910 | 5,042,217 | |
EFFECT OF EXCHANGE RATE ON CASH | (9,468) | (113,126) | |
NET DECREASE IN CASH | (1,487,396) | (774,746) | |
CASH - beginning of year | 2,252,287 | 3,027,033 | |
CASH - end of year | 764,891 | 2,252,287 | |
Cash paid for: | |||
Interest | 109,056 | 377,421 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Property and equipment acquired on credit as payable | 80,190 | 6,646 | |
Acquisition of equipment by decreasing prepayment for equipment | 151,053 | ||
Common stock issued for future services | 124,583 | 495,750 | |
Common stock issued for accrued liabilities | 116,575 | 10,000 | |
Refundable deposit exchange for common shares | $ 2,000,000 | ||
[1] | The noncontrolling interest holder does not have the ability to satisfy the deficit of $862,200. |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Avalon GloboCare Corp. (the "Company" or "AVCO") is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on July 28, 2014. On October 19, 2016, the Company entered into and closed a Share Exchange Agreement with the shareholders of Avalon Healthcare System, Inc., a Delaware corporation ("AHS"), each of which are accredited investors ("AHS Shareholders") pursuant to which we acquired 100% of the outstanding securities of AHS in exchange for 50,000,000 shares of our common stock (the "AHS Acquisition"). AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company's historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd. ("Avalon Shanghai") immediately following the consummation of this reverse merger transaction. The Company now is a clinical-stage, leading CellTech bio-developer dedicated to advancing and empowering innovative, and transformative immune effector cell therapy and exosome technology. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients' growth, development, as well as competitiveness in healthcare and CellTech industry markets. AHS owns 100% of the capital stock of Avalon Shanghai, which is a wholly foreign-owned enterprise organized under the laws of the People's Republic of China ("PRC"). Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. 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, 2019. Avalon (BVI) Ltd. is dormant and is in process of being dissolved. On February 7, 2017, the Company formed Avalon RT 9 Properties, LLC ("Avalon RT 9"), a New Jersey limited liability company. On May 5, 2017, Avalon RT 9 purchased a real property located in Township of Freehold, County of Monmouth, State of New Jersey, having a street address of 4400 Route 9 South, Freehold, NJ 07728. This property was purchased to serve as the Company's world-wide headquarters for all corporate administration and operations. In addition, the property generates rental income. Avalon RT 9 owns this office building. Currently, Avalon RT 9's business consists of the ownership and operation of the income-producing real estate property in New Jersey. The current occupancy rate of the building is 93.4%. On July 31, 2017, the Company formed Genexosome Technologies Inc. ("Genexosome") in Nevada. On July 18, 2018, the Company formed a wholly owned subsidiary, Avactis Biosciences Inc., a Nevada corporation, which will focus on accelerating commercial activities related to cellular therapies, including regenerative medicine with stem/progenitor cells as well as cellular immunotherapy including CAR-T, CAR-NK, TCR-T and others. The subsidiary is designed to integrate and optimize our global scientific and clinical resources to further advance the use of cellular therapies to treat certain cancers. On June 13, 2019, the Company formed a wholly owned subsidiary, International Exosome Association LLC, a Delaware company. There was no activity for the subsidiary since its incorporation through December 31, 2019. Details of the Company's subsidiaries which are included in these consolidated financial statements as of December 31, 2019 are as follows: Name of Subsidiary Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. ("AHS") Delaware May 18, 2015 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") Avalon (BVI) Ltd. ("Avalon BVI") British Virgin Island January 23, 2017 100% held by AVCO Dormant, is in process of being dissolved Avalon RT 9 Properties LLC ("Avalon RT 9") New Jersey February 7, 2017 100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. ("Avalon Shanghai") PRC April 29, 2016 100% held by AHS Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China Genexosome Technologies Inc. ("Genexosome") Nevada July 31, 2017 60% held by AVCO Develops proprietary diagnostic and therapeutic products using exosomes Beijing Jieteng (Genexosome) Biotech Co., Ltd. ("Beijing Genexosome") PRC August 7, 2015 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. ("Avactis") Nevada July 18, 2018 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 International Exosome Association LLC ("Exosome") Delaware June 13, 2019 100% held by AVCO Promotes standardization related to exosome industry |
Basis of Presentation and Going
Basis of Presentation and Going Concern Condition | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Going Concern [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN CONDITION | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company's consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The Company 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 $29,361,937 at December 31, 2019, and has incurred recurring net loss and negative cash flow from operating activities of $18,070,161 and $7,079,871 for the year ended December 31, 2019, 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 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, 2019 | |
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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended December 31, 2019 and 2018 include the allowance for doubtful accounts, 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. Assets and liabilities measured at fair value on a nonrecurring basis. Intangible assets. Assets and liabilities measured at fair value on a recurring basis. Derivative liabilities. Significant Unobservable Inputs Balance of derivative liabilities as of January 1, 2019 $ - Initial fair value of derivative liabilities attributable to warrants issuance with fund raise 4,217,241 Gain from change in the fair value of derivative liabilities (2,817,241 ) Warrants were redeemed and cancelled (1,400,000 ) Balance of derivative liabilities as of December 31, 2019 $ - ASC 825-10 "Financial Instruments", allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents Cash consists of cash on hand and cash in banks. 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. The Company maintains cash balances in excess of Federal Deposit Insurance Corporation ("FDIC") limits at certain financial institutions. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At December 31, 2019 and 2018, the Company's cash balances by geographic area were as follows: Country: December 31, December 31, United States $ 371,929 48.6 % $ 1,035,802 46.0 % China 392,962 51.4 % 1,216,485 54.0 % Total cash $ 764,891 100.0 % $ 2,252,287 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2019 and 2018. 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 trade accounts receivable. A portion of the Company's sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. 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, 2019 and 2018. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. Straight-line rent receivable Straight-line rent receivable represents amount accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company's revenue recognition policy. 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. Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 8 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. In September 2019, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of September 30, 2019 and it calculated that the estimated undiscounted cash flows related to the sales of the exosome isolation systems were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,010,011 for the year ended December 31, 2019, which reduced the value of intangible assets acquired to $0. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted. 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, 2019 and 2018, deferred rental income totaled $13,136 and $14,136, 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 goods or service that is distinct. A performance obligation meets ASC 606's definition of a "distinct" goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the 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 goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Types of revenue: ● 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 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 has determined that the ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded a "Straight-line rent receivable" on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Disaggregation of Revenue In the following tables, revenue is disaggregated by segment: For the Year Ended December 31, 2019 Medical Related Consulting Services Segment Development services and sales of Developed Products Segment Total Medical related consulting services - related parties $ 355,544 $ - $ 355,544 Development services and sales of developed products - 35,084 35,084 Total revenues $ 355,544 $ 35,084 $ 390,628 For the Year Ended December 31, 2018 Medical Related Consulting Services Segment Development services and sales of Developed Products Segment Total Medical related consulting services - related parties $ 269,287 $ - $ 269,287 Development services and sales of developed products - 171,516 171,516 Total revenues $ 269,287 $ 171,516 $ 440,803 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 In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). Lessees are required to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). Lessor accounting is similar to the prior model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue standard, ASU2014-9. The Company adopted ASU 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASU 840. The Company elected the transition relief package of practical expedients, and as a result, the Company did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. 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. Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $1,781,869 and $39,061 in the years ended December 31, 2019 and 2018, respectively. Advertising Costs All costs related to advertising are expensed as incurred. For the years ended December 31, 2019 and 2018, advertising costs amounted to $685,064 and $335,900, respectively. Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, "Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using that guidance, 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, 2019 and 2018, 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, 2019, 2018 and 2017. 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, 2019 and 2018. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, Genexosome, Avactis, and Exosome, is the U.S. dollar and the functional currency of Avalon Shanghai 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, 2019 and 2018 were translated at 6.9632 RMB and 6.8785 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, 2019 and 2018 were 6.9099 RMB and 6.6202 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, 2019 and 2018 consisted of net loss and unrealized loss 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 summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2019 2018 Stock options 5,260,000 2,840,000 Warrants 2,293,179 578,891 Potentially dilutive securities 7,553,179 3,418,891 Non-controlling Interest As of December 31, 2019, Yu Zhou, director and former 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. Fiscal Year End The Company has adopted a fiscal year end of December 31st. Recent Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases" ("ASU 842"), The Company adopted ASU 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASU 840. The Company elected the transition relief package of practical expedients, and as a result, the Company did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company generates rental revenue under leases with tenants occupying the Freehold, New Jersey commercial real properties. Leases with tenants are accounted for as operating leases. The adoption of ASU 842 did not have a material impact on the Company's consolidated financial statements. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For public business entities (PBEs), the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods therein. Early adoption is permitted if financial statements have not yet been issued (for PBEs), but no earlier than an entity's adoption date of ASC 606. If early adoption is elected, all amendments in the ASU that apply must be adopted in the same period. In addition, if early adoption is elected in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company has adopted the ASU 2018-07 in 2019 and it did not have a material impact on the Company's consolidated financial statements. 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ("Topic 326"). Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statemen |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2019 and 2018, prepaid expenses and other current assets consisted of the following: December 31, 2019 December 31, 2018 Prepaid professional fees $ 153,478 $ 607,833 Deferred financing costs * 311,177 - Prepaid research and development service fees - 300,000 Prepaid insurance expense 4,990 72,352 Prepaid dues and subscriptions 9,665 70,000 Other 58,160 109,284 $ 537,470 $ 1,159,469 * Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company's open market sale equity financing and will be charged to stockholders' equity upon the completion of the equity offering. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT At December 31, 2019 and 2018, property and equipment consisted of the following: Useful life December 31, 2019 December 31, 2018 Laboratory equipment 5 Years $ 705,982 $ 258,345 Office equipment and furniture 3 – 10 Years 38,681 35,627 Leasehold improvement Shorter of useful life or lease term - 24,446 744,663 318,418 Less: accumulated depreciation (143,238 ) (68,863 ) $ 601,425 $ 249,555 For the years ended December 31, 2019 and 2018, depreciation expense of property and equipment amounted to $100,540 and $59,886, respectively, of which, $3,276 and $3,275 was included in real property operating expenses, $39,070 and $38,229 was included in costs of development services and sales of developed products, $30,947 and $18,382 was included in other operating expenses, and $27,247 and $0 was included in research and development expense, respectively. |
Investment in Real Estate
Investment in Real Estate | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Investment In Real Estate | NOTE 6 – INVESTMENT IN REAL ESTATE At December 31, 2019 and 2018, investment in real estate consisted of the following: Useful life December 31, 2019 December 31, 2018 Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 407,827 391,506 8,116,398 8,100,077 Less: accumulated depreciation (380,718 ) (220,192 ) $ 7,735,680 $ 7,879,885 For the years ended December 31, 2019 and 2018, depreciation expense of this commercial real property amounted to $160,527 and $135,378, which was included in real property operating expenses. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 – INTANGIBLE ASSETS At December 31, 2019 and 2018, intangible assets consisted of the following: Useful Life December 31, December 31, Patents and other technologies 5 Years $ 1,583,260 $ 1,583,260 Less: accumulated amortization (573,249 ) (327,571 ) Less: impairment loss (1,010,011 ) - $ - $ 1,255,689 For the years ended December 31, 2019 and 2018, amortization expense amounted to $245,678 and $327,571, respectively. In September 2019, the Company assessed its intangible assets which were solely related to the Genexosome Technology acquisition (which primarily consisted of a commercialized system to isolate exosomes) for any impairment and concluded that there were indicators of impairment as of September 30, 2019. The impairment is due to the Company's conclusion that it will be unable to realize any future revenue from the sale of the exosome isolation systems. The Company calculated that the estimated undiscounted cash flows were less than the carrying amount related to the exosome isolation system projected sales and unrelated patent applications. The Company has not been able to realize the financial projections provided by Mr. Zhou for the sale of the exosome isolation systems at the time of the intangible assets purchase and has recognized an impairment loss of $1,010,011 related to the intangible assets for the year ended December 31, 2019, which reduced the value to zero. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 8 – EQUITY METHOD INVESTMENT As of December 31, 2019 and 2018, the equity method investment amounted to $483,101 and $385,162, respectively. The investment represents the Company's subsidiary, Avalon Shanghai's interest in Epicon Biotech Co., Ltd. ("Epicon"). Epicon was incorporated on August 14, 2018 in PRC. Avalon Shanghai and the other unrelated company, Jiangsu Unicorn Biological Technology Co., Ltd. ("Unicorn"), accounted for 40% and 60% of the total ownership, respectively. Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. The Company treats the equity investment in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company's share of the incorporated-date fair values of the investee's identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company's share of the investee's net assets and any impairment loss relating to the investment. For the year ended December 31, 2019 and for the period from August 14, 2018 (inception) through December 31, 2018, the Company's share of Epicon's net loss was $55,776 and $52,969, respectively, which was included in loss from equity-method investment in the accompanying consolidated statements of operations and comprehensive loss. Activity recorded for the Company's equity method investment in Epicon is summarized in the following table: Equity investment carrying amount at January 1, 2018 $ - Payment made for equity method investment 453,159 Epicon's net loss attributable to the Company (52,969 ) Foreign currency fluctuation (15,028 ) Equity investment carrying amount at December 31, 2018 385,162 Payment made for equity method investment 159,192 Epicon's net loss attributable to the Company (55,776 ) Foreign currency fluctuation (5,477 ) Equity investment carrying amount at December 31, 2019 $ 483,101 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, 2019 December 31, 2018 Current assets $ 77,272 $ 301,714 Noncurrent assets 247,590 7,015 Current liabilities 324 38 Noncurrent liabilities - - Equity 324,538 308,691 For the Year Ended December 31, 2019 For the Period from August 14, 2018 (Inception) through December 31, 2018 Net revenue $ - $ - Gross profit - - Loss from operation 139,439 132,423 Net loss 139,439 132,423 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2019 and 2018, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued payroll liability $ 373,083 $ 529,472 Accrued professional fees 1,243,190 166,077 Accrued research and development fees * 650,000 - Insurance payable - 45,088 Accrued directors' compensation 115,000 17,500 Accounts payable 84,316 6,695 Interest payable - 75,342 Other 104,595 120,017 $ 2,570,184 $ 960,191 * In accordance with the strategic partnership agreement with Weill Cornell's cGMP Cellular Therapy Facility and Laboratory signed on August 6, 2018, the Company provides $400,000 annually to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to support the co-development projects. In addition, the Company will on an annual basis send one scientist or clinician to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to receive relevant training for three to six months. As of December 31, 2019, the accrued and unpaid research and development fees related to this agreement was $150,000. |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 10 – 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 was one year. On May 3, 2018, the Company signed an extension agreement with a maturity date of March 31, 2019. On August 3, 2018, the Company signed an extension agreement for the loan with a maturity date of March 31, 2020. The annual interest rate for the loan was 10%. The loan was guaranteed by the Company's Chairman, Mr. Wenzhao Lu. The Company repaid principal of $600,000, $500,000 and $1,000,000 in November 2017, April 2018 and April 2019, respectively. As of December 31, 2019, the outstanding principal balance of the loan was $0. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Medical Related Consulting Services Revenue from Related Parties and Accounts Receivable – Related Party During the years ended December 31, 2019 and 2018, medical related consulting services revenue from related parties was as follows: Years Ended December 31, 2019 2018 Medical related consulting services provided to: Beijing Daopei (1) $ 54,909 $ 269,287 Shanghai Daopei (2) 13,926 - Hebei Daopei (3) 286,709 - $ 355,544 $ 269,287 (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) Hebei Daopei is a subsidiary of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. Accounts receivable – related party at December 31, 2019 and 2018 amounted to $215,418 and $0, respectively, and no allowance for doubtful accounts is deemed to be required on accounts receivable – related party at December 31, 2019 and 2018. Prepaid Expenses – Related Parties As of December 31, 2019 and 2018, the Company made a prepayment of $0 and $1,897, respectively, to David Jin, its shareholder, chief executive officer, president and board member, for business travel reimbursement, which has been included in prepaid expenses – related parties on the accompanying consolidated balance sheets. As of December 31, 2019 and 2018, the Company made a prepayment of $0 and $32,293, respectively, to Meng Li, its shareholder and chief operating officer, for business travel reimbursement, which has been included in prepaid expenses – related parties on the accompanying consolidated balance sheets. Accrued Liabilities and Other Payables – Related Parties As of December 31, 2019 and 2018, the advance from customer – related party amounted to $0 and $14,829, respectively, which represents a prepayment received from our related party, Beijing Daopei, for medical related consulting services. When the services are performed, the amount recorded as an advance from customer – related party is recognized as revenue. As of December 31, 2019 and 2018, the Company owed David Jin, its shareholder, chief executive officer, president and board member, $24,254 and $0, 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. As of December 31, 2019 and 2018, the Company owed Meng Li, its shareholder and chief operating officer, $10,473 and $0, 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, 2019 and 2018, the Company owed Yu Zhou, director and former co-chief executive officer and 40% owner of Genexosome, of $3,121 and $0, respectively, for accrued travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. In connection with the acquisition discussed elsewhere in this report, the Company acquired Beijing Genexosome for a cash payment of $450,000. As of December 31, 2019 and 2018, the unpaid acquisition consideration of $100,000, was payable to Yu Zhou, director and former co-chief executive officer and 40% owner of Genexosome, and has been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. As of December 31, 2019 and 2018, the accrued and unpaid interest related to borrowings from Wenzhao Lu, the Company's largest shareholder and chairman of the Board of Directors, amounted to $49,194 and $0, respectively, and have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. 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 property management agreement commenced on May 5, 2017 and expired in March 2019. For the years ended December 31, 2019 and 2018, the management fee related to the property management agreement amounted to $23,334 and $65,004, respectively. Borrowings from Related Party Promissory Note On March 18, 2019, the Company issued Wenzhao Lu, the Company's largest shareholder and Chairman of the Board of Directors, a Promissory Note in the principal amount of $1,000,000 ("Promissory Note") in consideration of cash in the amount of $1,000,000. The Promissory Note accrues interest at the rate of 5% per annum and matures March 19, 2022. The Company repaid principal of $410,000 in the third quarter of 2019. As of December 31, 2019, the outstanding principal balance was $590,000. Line of Credit On August 29, 2019, the Company entered into a Line of Credit Agreement (the "Line of Credit Agreement") providing the Company with a $20 million line of credit (the "Line of Credit") from Wenzhao Lu (the "Lender"), the largest shareholder and Chairman of the Board of Directors of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. Under the Line of Credit, as of December 31, 2019, the Company received loan from the Lender of $2,600,000. For the year ended December 31, 2019, the interest expense related to above borrowings amounted to $49,194 and has been included in interest expense – related party on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2019, the related accrued and unpaid interest for above borrowings was $49,194 and has been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Office Space from Related Party Beijing Genexosome uses office space of a related party, free of rent, which is considered immaterial. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – 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 $1,367,578 as of December 31, 2019, which is included in the consolidated accumulated deficit. The Company's loss before income taxes includes the following components: Years Ended 2019 2018 United States loss before income taxes (1) $ (17,310,582 ) $ (7,665,284 ) China loss before income taxes (759,579 ) (387,012 ) Total loss before income taxes $ (18,070,161 ) $ (8,052,296 ) (1) For the years ended December 31, 2019 and 2018, amount of $0 and $572,613, 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 (benefit) consisted of the following: Years Ended 2019 2018 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (6,958,609 ) $ (1,394,056 ) U.S. state and local - - China (356,929 ) (166,935 ) Total deferred income taxes (benefit) $ (7,315,538 ) $ (1,560,991 ) Change in valuation allowance 7,315,538 1,560,991 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, 2019 and 2018: Years Ended 2019 2018 U.S. federal rate 21.0 % 21.0 % U.S. state rate 7.5 % 7.0 % Non-deductible expenses 2.1 % (10.8 )% Non-US rate differential 0.3 % 2.2 % Prior year true-up 9.7 % - % U.S. valuation allowance (40.6 )% (19.4 )% Total provision for income taxes 0.0 % 0.0 % For the years ended December 31, 2019 and 2018, the Company did not incur any income taxes expense since it did not generate any taxable income in those periods. The Company's foreign entities did not pay any income taxes during the years ended December 31, 2019 and 2018. The Company's approximate net deferred tax assets as of December 31, 2019 and 2018 were as follows: Deferred tax assets: December 31, December 31, Stock-based compensation $ 2,998,918 $ - Disallowed business interest deduction 88,365 - Fixed assets book/tax basis difference (58,142 ) - Net operating loss carryforward 6,363,489 2,077,091 Valuation allowance (9,392,630 ) (2,077,091 ) Net deferred tax assets $ - $ - As of December 31, 2019, the Company had federal and state net operating loss carryforwards of $21,368,053 and $21,368,053, respectively. The Company has $18,890,612 of U.S. federal net operating loss carryovers that have no expiration date, the remaining of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. At December 31, 2019, the Company had net operating loss carryforwards in China of $1,398,737 that begin to expire in 2022. Additionally, $61,847 of the future utilization of the net operating loss carryforward to offset future taxable income is subject to special tax rules which may limit their usage under IRS Section 382 (Change of Ownership) and possibly the Separate Return Limitation Year ("SRLY") rules. A full valuation allowance has been provided against the Company's deferred tax assets at December 31, 2019 as the Company believes it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. The Company has been notified and assessed an IRS Section 6038 penalty of $10,000 for failure to file a foreign entity tax disclosure. The Company has appealed the penalty and awaits the Internal Revenue Service's review of the appeal. There is no assurance such appeal will be successful. The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service, and the Chinese Ministry of Finance and U.S. state tax jurisdictions from 2016 to 2019. There were no material uncertain tax positions as of December 31, 2019 and 2018. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense, if any. The Company does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 13 – DERIVATIVE LIABILITIES On April 25, 2019, the Company issued 1,714,288 five-year warrants to several third-party institutional investors in a registered direct offering (see Note 14). The warrants include the fundamental transaction provisions and the exercise price of the warrants is protected against down-round financing throughout the term of the warrants. Upon evaluation, the warrants meet the definition of derivative liabilities under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. Accordingly, the fair value of the warrants was classified as derivative liabilities of $4,217,241 on the issuance date, April 25, 2019. The estimated fair value of the warrants was computed at issuance using Black-Scholes option-pricing model, with the following assumptions: stock price of $2.82, volatility of 142.55%, risk-free rate of 2.33%, annual dividend yield of 0% and expected life of 5 years. On April 25, 2019, the derivative liabilities were recorded at fair value of $4,217,241. Given that the fair value of the derivative liabilities was less than the proceeds of the units sale fund raise of $6,000,008, the remaining proceeds of $1,782,767 were allocated to the common stock and additional paid-in capital. On October 18, 2019, the Company and third-party institutional investors entered into a Warrant Redemption and Cancellation Agreement (the "Redemption Agreement"). In accordance with the Redemption Agreement, the Company redeemed the 1,714,288 warrants for a purchase price of $1,400,000 in the fourth quarter of 2019, resulting in all of the 1,714,288 warrants being redeemed and cancelled. Increases or decreases in fair value of the derivative liabilities are included as a component of total other income (expenses) in the accompanying consolidated statements of operations and comprehensive loss. The change to the derivative liabilities for the warrants from April 25, 2019 through October 18, 2019 resulted in a decrease of $2,817,241 in the derivative liabilities and the corresponding increase in other income as a gain for the year ended December 31, 2019. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 14 – EQUITY 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 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. On December 13, 2019, the Company entered into an Open Market Sale Agreement SM Units Sold for Cash On April 25, 2019, the Company entered into a purchase agreement with several third-party institutional investors for the purchase of 1,714,288 units in a registered direct offering, for gross proceeds of $6,000,008 before placement agent fees and other offering expenses payable by the Company. Each unit was sold at a public offering price of $3.50 and consists of one share of common stock and a warrant to purchase one share of common stock. The Company received net cash proceeds of $5,103,704, net of cash paid for placement agent fees and other offering expenses. The warrants are exercisable immediately as of the date of issuance (the "Initial Exercise Date"), at an exercise price of $3.50 per share, subject to adjustment as provided in the warrants, and expire on the fifth (5 th 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 was amortized over the rest of corresponding service periods. During the year ended December 31, 2019, the Company issued a total of 537,380 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,318,600, the fair market values on the grant dates using the reported closing share prices on the dates of grant and the Company recorded stock-based compensation expense of $1,077,442 for the year ended December 31, 2019 and reduced accrued liabilities of $116,575 and recorded prepaid expense of $124,583 as of December 31, 2019 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, 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. 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 Warrant Exercise 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. Common Shares Issued for Option Exercise 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. Options The following table summarizes the shares of the Company's common stock issuable upon exercise of options outstanding at December 31, 2019: Options Outstanding Options Exercisable Range of Number Outstanding at December 31, 2019 Range of Weighted Average Remaining Contractual Weighted Number Weighted $ 0.50 2,000,000 7.11 $ 0.50 1,944,444 $ 0.50 1.00 - 1.86 490,000 0.84-4.84 1.11 460,833 1.08 2.00 – 2.80 2,740,000 2.33 – 4.01 2.17 2,560,000 2.15 4.76 30,000 4.26 4.76 30,000 4.76 $ 0.50 – 4.76 5,260,000 4.88 $ 1.45 4,995,277 $ 1.42 Stock option activities for the years ended December 31, 2019 and 2018 were as follows: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2018 2,290,000 $ 0.58 Granted 560,000 1.54 Terminated / Exercised (10,000 ) (2.50 ) Outstanding at December 31, 2018 2,840,000 0.77 Granted 2,620,000 2.17 Terminated / Exercised (200,000 ) (1.00 ) Outstanding at December 31, 2019 5,260,000 $ 1.45 Options exercisable at December 31, 2019 4,995,277 $ 1.42 Options expected to vest 264,723 $ 2.00 The aggregate intrinsic values of stock options outstanding and stock options exercisable at December 31, 2019 was $3,259,900 and $3,171,746, respectively. The fair values of options granted during the year ended December 31, 2019 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 140.57% - 151.70%, risk-free rate of 1.55% - 2.49%, annual dividend yield of 0% and expected life of 3.00 – 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2019 was $6,461,970. Stock-based compensation expense associated with stock options granted amounted to $7,448,230 and $2,227,281 for the years ended December 31, 2019 and 2018, respectively. A summary of the status of the Company's nonvested stock options granted as of December 31, 2019 and changes during the years ended December 31, 2019 and 2018 is presented below: Number of Options Weighted Average Exercise Price Nonvested at January 1, 2018 1,608,889 $ 0.57 Granted 560,000 1.54 Vested (1,243,334 ) (0.95 ) Terminated (10,000 ) (2.50 ) Nonvested at December 31, 2018 915,555 0.63 Granted 2,620,000 2.17 Vested (3,270,832 ) (1.75 ) Nonvested at December 31, 2019 264,723 $ 2.00 Warrants Stock warrants activities during the years ended December 31, 2019 and 2018 were as follows: Number of Warrants Weighted Average Exercise Price Outstanding at January 1, 2018 - $ - Issued 578,891 1.28 Exercised - - Outstanding at December 31, 2018 578,891 1.28 Issued 1,714,288 3.50 Exercised (578,891 ) (1.28 ) Redeemed and cancelled (1,714,288 ) (3.50 ) Outstanding and exercisable at December 31, 2019 - $ - |
Statutory Reserve
Statutory Reserve | 12 Months Ended |
Dec. 31, 2019 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE | NOTE 15 - 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, 2019 and 2018 as they incurred net losses in the periods. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 16 – NONCONTROLLING INTEREST As of December 31, 2019, Yu Zhou, director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company's control. The following is a summary of noncontrolling interest activities in the years ended December 31, 2019 and 2018. Amount Noncontrolling interest at January 1, 2018 $ (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 ) Noncontrolling interest deficit adjustment * 862,200 Net loss attributable to noncontrolling interest - Foreign currency translation adjustment attributable to noncontrolling interest - Noncontrolling interest at December 31, 2019 $ - * The noncontrolling interest holder does not have the ability to satisfy the deficit of $862,200 (See note 21). |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Net Assets [Abstract] | |
RESTRICTED NET ASSETS | NOTE 17 – 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, 2019 and 2018 did not exceed 25% of the Company's consolidated net assets. Accordingly, the Parent Company's condensed consolidated financial statements have not been required in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 18 - CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company's revenues for the years ended December 31, 2019 and 2018. Years Ended Customer 2019 2018 A (Beijing Daopei, a related party) * 17 % B (Hebei Daopei, a related party) 19 % * C 26 % 21 % D 14 % 14 % 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 straight-line rent receivable at December 31, 2019, accounted for 93.0% of the Company's total outstanding accounts receivable and accounts receivable – related party and straight-line rent receivable at December 31, 2019. Two customers, whose outstanding receivable accounted for 10% or more of the Company's total outstanding accounts receivable and accounts receivable – related party and straight-line rent receivable at December 31, 2018, accounted for 56.0% of the Company's total outstanding accounts receivable and accounts receivable – related party and straight-line rent receivable at December 31, 2018. Suppliers No supplier accounted for 10% or more of the Company's purchase during the years ended December 31, 2019 and 2018. One supplier, whose outstanding payable accounted for 10% or more of the Company's total outstanding accounts payable at December 31, 2019, accounted for 90.8% of the Company's total outstanding accounts payable at December 31, 2019. 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. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 19 – SEGMENT INFORMATION For the years ended December 31, 2019 and 2018, 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, 2019 and 2018 was as follows: Years Ended 2019 2018 Revenues Real property operations $ 1,155,677 $ 1,121,483 Medical related consulting services – related parties 355,544 269,287 Development services and sales of developed products 35,084 171,516 Total 1,546,305 1,562,286 Costs and expenses Real property operations 818,662 793,714 Medical related consulting services – related parties 284,472 250,320 Development services and sales of developed products 103,258 130,238 Total 1,206,392 1,174,272 Real property operating income 337,015 327,769 Gross profit from medical related consulting services 71,072 18,967 Gross (loss) profit from development services and sales of developed products (68,174 ) 41,278 Other operating expenses Real property operations 325,637 245,472 Medical related consulting services 628,625 356,294 Development services and sales of developed products 1,652,840 786,278 Corporate/Other 17,110,041 6,631,105 Total 19,717,143 8,019,149 Other income (expense) Interest expense Real property operations (32,877 ) (312,329 ) Corporate/Other (50,031 ) (2,324 ) Total (82,908 ) (314,653 ) Other Real property operations 2,182 10 Medical related consulting services – related parties (40,459 ) (49,154 ) Development services and sales of developed products (1,369 ) 49,565 Corporate/Other 1,429,623 (106,929 ) Total 1,389,977 (106,508 ) Total other income (expense) 1,307,069 (421,161 ) Net loss Real property operations 19,317 230,022 Medical related consulting services 598,012 386,481 Development services and sales of developed products 1,722,383 695,435 Corporate/Other 15,730,449 6,740,358 $ 18,070,161 $ 8,052,296 Identifiable long-lived tangible assets at December 31, 2019 and 2018 December 31, December 31, Real property operations $ 7,750,743 $ 7,898,224 Medical related consulting services 263,621 6,852 Development services and sales of developed products 322,741 224,364 $ 8,337,105 $ 8,129,440 Identifiable long-lived tangible assets at December 31, 2019 and 2018 December 31, December 31, United States $ 7,839,093 $ 7,898,806 China 498,012 230,634 $ 8,337,105 $ 8,129,440 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings, except as set forth below. On October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000 of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. Further, The Company had not been able to realize the financial projections provided by Dr. Zhou at the time of the acquisition and has decided to impair the intangible asset associated with this acquisition to zero. Dr. Zhou was terminated as Co-CEO of Genexosome on August 14, 2019. Further, on October 28, 2019, Research Institute at Nationwide Children's Hospital ("Research Institute") filed a Complaint in the United States District Court for the Southern District of Ohio Eastern Division against Dr. Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation of Ohio Uniform Trade Secrets Act. Research Institute is seeking monetary damages, injunctive relief, exemplary damages, injunctive relief and other equitable relief. The Company intends to vigorously defend against this action and pursue all available legal remedies. The proceedings are in there early stage and while there can be no assurances, the Company believes it has substantial legal and factual defenses to the Research Institute's claims and the likelihood of any findings of liability for the Company cannot be assessed at this time. Operating Leases Beijing Genexosome Office Lease In March 2019, Beijing Genexosome signed an agreement to lease its office space under operating lease. Pursuant to the signed lease, the annual rent is RMB 7,000 (approximately $1,000). The term of this lease is one year commencing on March 15, 2019 and expired on March 14, 2020. For the year ended December 31, 2019, rent expense related to the lease amounted to $802. As of December 31, 2019, the future minimum rental payment required under this operating lease is $209. 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. On December 27, 2018, Avalon Shanghai signed an extension for the lease with expiration date of February 29, 2020. For the years ended December 31, 2019 and 2018, rent expense and maintenance fees related to the Beijing Office Lease amounted to approximately $90,000 and $91,000, respectively. As of December 31, 2019, the future minimum rental payment required under this Beijing Office Lease is $15,775. 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 $1.1 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.4 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2019, Avalon Shanghai has contributed RMB 4,100,000 (approximately $0.6 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, and equity raises to fund the project cost. Joint Venture – AVAR BioTherapeutics (China) Co. Ltd. On October 23, 2018, Avactis Biosciences, Inc. ("Avactis"), a wholly-owned subsidiary of the Company, and Arbele Limited ("Arbele") agreed to the establishment of AVAR BioTherapeutics (China) Co. Ltd. ("AVAR"), a Sino-foreign equity joint venture, pursuant to an Equity Joint Venture Agreement (the "AVAR Agreement"), which will be owned 60% by Avactis and 40% by Arbele. The purpose and business scope of the Joint Venture is to research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy in China. Avactis is required to contribute $10 million (or equivalent in RMB) in cash and/or services, which shall be contributed in tranches based on milestones to be determined jointly by AVAR and Avactis in writing subject to Avactis' cash reserves. Within 30 days, Arbele shall make a contribution of $6.66 million in the form of entering into a License Agreement with AVAR granting AVAR with an exclusive right and license in China to its technology and intellectual property pertaining to CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology and any additional technology developed in the future with terms and conditions to be mutually agreed upon Avactis and AVAR and services. In addition, Avactis is responsible for: ● Contributing registered capital of RMB 5,000,000 (approximately $0.7 million) for working capital purposes as required by local regulation, which is not required to be contributed immediately and will be contributed subject to Avactis' discretion; ● assist AVAR in setting up its business operations and obtaining all required permits and licenses from the Chinese government; ● assisting AVAR in recruiting, hiring and retaining personnel; ● providing AVAR with access to various hospital networks in China to assist in the testing and commercialization of the CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology in China; ● assisting AVAR in managing the Good Manufacturing Practices (GMP) facility and clinic to be developed by AVAR; ● providing AVAR with advice pertaining to conducting clinicals in China; and ● Within 6 days of signing the AVAR Agreement, Avactis is required to pay to Arbele $300,000 as a research and development fee with an additional two payments of $300,000 (for a total of $900,000) to be paid upon mutually agreed upon milestones. Under AVAR Agreement, Arbele shall be responsible for the following: ● Entering into a License Agreement with AVAR; and ● Providing AVAR with research and development expertise pertaining to clinical laboratory medicine when hired by AVAR. As of December 31, 2019, Avactis has paid $600,000 to Arbele as research and development fee, and AVAR is in process of being established and the License Agreement has not been finalized. Line of Credit Agreement On August 29, 2019, the Company entered into a Line of Credit Agreement (the "Line of Credit Agreement") providing the Company with a $20 million line of credit (the "Line of Credit") from Wenzhao Lu (the "Lender"), a significant shareholder and director of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. Under the Line of Credit, as of December 31, 2019, the Company received loan from the Lender of $2,600,000. |
Revision
Revision | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
REVISION | NOTE 21 – REVISION During the fourth quarter of 2019, the Company determined that there was an error in the accounting for the noncontrolling interest during the third quarter of 2019. The Company determined that the events surrounding its ability to recover the excess losses allocated to the noncontrolling interest holder over its basis occurred during the third quarter of 2019. The Company recorded the intra-period adjustment as if it occurred as of September 30, 2019. The Company's unaudited condensed consolidated balance sheet as of September 30, 2019 has been restated for the impact of this adjustment as follows: As Reported As Revised Accumulated deficit $ (23,913,011 ) $ (25,431,084 ) Accumulated other comprehensive loss - foreign currency translation adjustment $ (302,023 ) $ (297,571 ) Total Avalon GloboCare Corp. stockholders' equity and non-controlling interest $ 7,260,433 $ 5,746,812 Non-controlling interest $ (1,513,621 ) $ - The Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2019 have been restated for the impact of this adjustment as follows: As Reported As Revised Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Loss from noncontrolling interest deficit adjustment $ $ $ (1,042,210 ) $ (862,200 ) Total Other Income (Expense), net $ 1,142,289 $ 1,007,602 $ 100,079 $ 145,402 LOSS BEFORE INCOME TAXES $ (4,334,058 ) $ (13,277,810 ) $ (5,376,268 ) $ (14,140,010 ) NET LOSS $ (4,334,058 ) $ (13,277,810 ) $ (5,376,268 ) $ (14,140,010 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST $ (475,863 ) $ (656,575 ) $ - $ - NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS $ (3,858,195 ) $ (12,621,235 ) $ (5,376,268 ) $ (14,140,010 ) NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: Basic and diluted $ (0.05 ) $ (0.17 ) $ (0.07 ) $ (0.19 ) The Company's condensed consolidated statement of cash flow for the nine months ended September 30, 2019 have been restated for the impact of this adjustment as follows: As Reported As Revised CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (13,277,810 ) $ (14,140,010 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss from noncontrolling interest deficit adjustment $ - $ 862,200 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 – SUBSEQUENT EVENTS On February 5, 2020, the Company drew down $300,000 from its credit facility under that certain credit line agreement with Wenzhao Lu, a significant shareholder and director of the Company, which provides the Company with a $20 million line of credit. As a result of this draw down, the Company has approximately $17.1 million remaining available under the Line Credit. This draw down increased the total principal amount outstanding under the Credit Line to $2.9 million. On December 13, 2019, we entered into an Open Market Sale Agreement SM On February 20, 2020, the Company entered into (i) a Letter Agreement with Dr. David Jin, Chief Executive Officer of the Company, pursuant to which the term of Dr. Jin's Executive Employment Agreement entered between the Company and Dr. Jin dated December 1, 2016 was extended an additional three years and granted Dr. Jin a Stock Option to acquire 400,000 shares of common stock at an exercise price of $1.52 per share for a period of ten years, (ii) a Letter Agreement with Meng Li, Chief Operating Officer of the Company, pursuant to which the term of Ms. Li's Executive Employment Agreement entered between the Company' subsidiary and Ms. Li dated January 11, 2017 was extended an additional three years and granted Ms. Li a Stock Option to acquire 300,000 shares of common stock at an exercise price of $1.52 per share for a period of ten years and (iii) a Letter Agreement with Luisa Ingargiola, Chief Financial Officer of the Company, granting Ms. Ingargiola a Stock Option to acquire 400,000 shares of common stock at an exercise price of $1.52 per share for a period of ten years. On February 28, 2020, Beijing Genexosome signed an agreement to lease its office space under operating lease. Pursuant to the signed lease, monthly rent is RMB 833 (approximately $120) with a required security deposit of RMB 5,000 (approximately $700). The term of the lease is 13 months commencing on March 15, 2020 and expires on April 14, 2021 with one month of free rent. The total rent is RMB 10,000 (approximately $1,400) and paid in full in March 2020. On February 24, 2020, 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 12 months commencing on March 1, 2020 and expires on February 28, 2021. On March 11, 2020, the World Health Organization declared the outbreak of the coronavirus (COVID-19) a pandemic. While the disruption is currently expected to be temporary, there is considerable uncertainty about its possible duration. As a result, significant economic uncertainties have arisen which are likely to negatively impact our tenants, employees and consultants. A return of recessionary conditions and/or other negative developments in the domestic or international credit markets or economies may significantly affect the markets in which we do business, and our ongoing operations, costs and profitability. These negative events may cause us to incur losses and may adversely affect our liquidity and financial condition. Other negative financial and operational impacts could occur although such potential impact is unknown and cannot be reasonably estimated at this time. On April 1, 2020, the Company entered into a Subscription Agreement with WLM Limited ("WLM"), an entity owned by Wenzhao "Daniel" Lu, Chairman of the Board of Directors of the Company, pursuant to which WLM purchased 645,161 shares of the Company's common stock at a price per share of $1.55 for an aggregate purchase price of $1,000,000. The closing occurred on April 1, 2020. During the first quarter of 2020, the Company issued a total of 222,577 shares of its common stock for services rendered and to be rendered. These shares were valued at $213,300, 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 $156,093 for the quarter ended March 31, 2020 and recorded prepaid expense of $57,207 as of March 31, 2020 which will be amortized over the rest of corresponding service periods. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended December 31, 2019 and 2018 include the allowance for doubtful accounts, 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. Assets and liabilities measured at fair value on a nonrecurring basis. Intangible assets. Assets and liabilities measured at fair value on a recurring basis. Derivative liabilities. Significant Unobservable Inputs Balance of derivative liabilities as of January 1, 2019 $ - Initial fair value of derivative liabilities attributable to warrants issuance with fund raise 4,217,241 Gain from change in the fair value of derivative liabilities (2,817,241 ) Warrants were redeemed and cancelled (1,400,000 ) Balance of derivative liabilities as of December 31, 2019 $ - ASC 825-10 "Financial Instruments", allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of cash on hand and cash in banks. 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. The Company maintains cash balances in excess of Federal Deposit Insurance Corporation ("FDIC") limits at certain financial institutions. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At December 31, 2019 and 2018, the Company's cash balances by geographic area were as follows: Country: December 31, December 31, United States $ 371,929 48.6 % $ 1,035,802 46.0 % China 392,962 51.4 % 1,216,485 54.0 % Total cash $ 764,891 100.0 % $ 2,252,287 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2019 and 2018. |
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 trade accounts receivable. A portion of the Company's sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
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, 2019 and 2018. The Company historically has not experienced uncollectible accounts from customers granted with credit sales. |
Straight-line rent receivable | Straight-line rent receivable Straight-line rent receivable represents amount accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company's revenue recognition policy. |
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. |
Investment in Unconsolidated Company - Epicon Biosciences Co., Ltd. | Investment in Unconsolidated Company – Epicon Biosciences Co., Ltd. The Company uses the equity method of accounting for its investment in, and earning or loss of, company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 8 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. In September 2019, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of September 30, 2019 and it calculated that the estimated undiscounted cash flows related to the sales of the exosome isolation systems were less than the carrying amount of the intangible assets. Based on its analysis, the Company recognized an impairment loss of $1,010,011 for the year ended December 31, 2019, which reduced the value of intangible assets acquired to $0. The Company did not record any impairment charge for the year ended December 31, 2018 as there was no impairment indicator noted. |
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, 2019 and 2018, deferred rental income totaled $13,136 and $14,136, 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 goods or service that is distinct. A performance obligation meets ASC 606's definition of a "distinct" goods or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the 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 goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Types of revenue: ● 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 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 has determined that the ASC 606 does not apply to rental contracts, which are within the scope of other revenue recognition accounting standards. Rental income from operating leases is recognized on a straight-line basis under the guidance of ASC 842. Lease payments under tenant leases are recognized on a straight-line basis over the term of the related leases. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded a "Straight-line rent receivable" on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. |
Disaggregation of Revenue | Disaggregation of Revenue In the following tables, revenue is disaggregated by segment: For the Year Ended December 31, 2019 Medical Related Consulting Services Segment Development services and sales of Developed Products Segment Total Medical related consulting services - related parties $ 355,544 $ - $ 355,544 Development services and sales of developed products - 35,084 35,084 Total revenues $ 355,544 $ 35,084 $ 390,628 For the Year Ended December 31, 2018 Medical Related Consulting Services Segment Development services and sales of Developed Products Segment Total Medical related consulting services - related parties $ 269,287 $ - $ 269,287 Development services and sales of developed products - 171,516 171,516 Total revenues $ 269,287 $ 171,516 $ 440,803 |
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 In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). Lessees are required to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). Lessor accounting is similar to the prior model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue standard, ASU2014-9. The Company adopted ASU 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASU 840. The Company elected the transition relief package of practical expedients, and as a result, the Company did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. 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. |
Research and Development | Research and Development Expenditures for research and product development costs are expensed as incurred. The Company incurred research and development expense of $1,781,869 and $39,061 in the years ended December 31, 2019 and 2018, respectively. |
Advertising Costs | Advertising Costs All costs related to advertising are expensed as incurred. For the years ended December 31, 2019 and 2018, advertising costs amounted to $685,064 and $335,900, respectively. |
Stock-based Compensation | Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. |
Income Taxes | Income Taxes The Company is governed by the income tax laws of China and the United States. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, "Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using that guidance, 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, 2019 and 2018, 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, 2019, 2018 and 2017. 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, 2019 and 2018. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company, AHS, Avalon RT 9, Genexosome, Avactis, and Exosome, is the U.S. dollar and the functional currency of Avalon Shanghai 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, 2019 and 2018 were translated at 6.9632 RMB and 6.8785 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, 2019 and 2018 were 6.9099 RMB and 6.6202 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, 2019 and 2018 consisted of net loss and unrealized loss 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 summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended December 31, 2019 2018 Stock options 5,260,000 2,840,000 Warrants 2,293,179 578,891 Potentially dilutive securities 7,553,179 3,418,891 |
Non-controlling Interest | Non-controlling Interest As of December 31, 2019, Yu Zhou, director and former 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. |
Fiscal Year End | Fiscal Year End The Company has adopted a fiscal year end of December 31st. |
Recent Accounting Standards | Recent Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases" ("ASU 842"), The Company adopted ASU 842 effective January 1, 2019 using the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Therefore, comparative financial information was not adjusted and continues to be reported under the prior lease accounting guidance in ASU 840. The Company elected the transition relief package of practical expedients, and as a result, the Company did not assess 1) whether existing or expired contracts contain embedded leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. The Company generates rental revenue under leases with tenants occupying the Freehold, New Jersey commercial real properties. Leases with tenants are accounted for as operating leases. The adoption of ASU 842 did not have a material impact on the Company's consolidated financial statements. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For public business entities (PBEs), the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018, including interim periods therein. Early adoption is permitted if financial statements have not yet been issued (for PBEs), but no earlier than an entity's adoption date of ASC 606. If early adoption is elected, all amendments in the ASU that apply must be adopted in the same period. In addition, if early adoption is elected in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company has adopted the ASU 2018-07 in 2019 and it did not have a material impact on the Company's consolidated financial statements. 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ("Topic 326"). Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company's subsidiaries consolidated financial statements | Name of Subsidiary Place and date of Incorporation Percentage of Ownership Principal Activities Avalon Healthcare System, Inc. ("AHS") Delaware May 18, 2015 100% held by AVCO Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in United States of America ("USA") Avalon (BVI) Ltd. ("Avalon BVI") British Virgin Island January 23, 2017 100% held by AVCO Dormant, is in process of being dissolved Avalon RT 9 Properties LLC ("Avalon RT 9") New Jersey February 7, 2017 100% held by AVCO Owns and operates an income-producing real property and holds and manages the corporate headquarters Avalon (Shanghai) Healthcare Technology Co., Ltd. ("Avalon Shanghai") PRC April 29, 2016 100% held by AHS Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China Genexosome Technologies Inc. ("Genexosome") Nevada July 31, 2017 60% held by AVCO Develops proprietary diagnostic and therapeutic products using exosomes Beijing Jieteng (Genexosome) Biotech Co., Ltd. ("Beijing Genexosome") PRC August 7, 2015 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. ("Avactis") Nevada July 18, 2018 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 International Exosome Association LLC ("Exosome") Delaware June 13, 2019 100% held by AVCO Promotes standardization related to exosome industry |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of derivative liabilities measured at fair value | Significant Unobservable Inputs Balance of derivative liabilities as of January 1, 2019 $ - Initial fair value of derivative liabilities attributable to warrants issuance with fund raise 4,217,241 Gain from change in the fair value of derivative liabilities (2,817,241 ) Warrants were redeemed and cancelled (1,400,000 ) Balance of derivative liabilities as of December 31, 2019 $ - |
Schedule of cash balances by geographic area | Country: December 31, December 31, United States $ 371,929 48.6 % $ 1,035,802 46.0 % China 392,962 51.4 % 1,216,485 54.0 % Total cash $ 764,891 100.0 % $ 2,252,287 100.0 % |
Schedule of disaggregation of revenue | For the Year Ended December 31, 2019 Medical Related Consulting Services Segment Development services and sales of Developed Products Segment Total Medical related consulting services - related parties $ 355,544 $ - $ 355,544 Development services and sales of developed products - 35,084 35,084 Total revenues $ 355,544 $ 35,084 $ 390,628 For the Year Ended December 31, 2018 Medical Related Consulting Services Segment Development services and sales of Developed Products Segment Total Medical related consulting services - related parties $ 269,287 $ - $ 269,287 Development services and sales of developed products - 171,516 171,516 Total revenues $ 269,287 $ 171,516 $ 440,803 |
Schedule of the effect of including these potential shares was antidilutive | Years Ended December 31, 2019 2018 Stock options 5,260,000 2,840,000 Warrants 2,293,179 578,891 Potentially dilutive securities 7,553,179 3,418,891 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, 2019 December 31, 2018 Prepaid professional fees $ 153,478 $ 607,833 Deferred financing costs * 311,177 - Prepaid research and development service fees - 300,000 Prepaid insurance expense 4,990 72,352 Prepaid dues and subscriptions 9,665 70,000 Other 58,160 109,284 $ 537,470 $ 1,159,469 * Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company's open market sale equity financing and will be charged to stockholders' equity upon the completion of the equity offering. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful life December 31, 2019 December 31, 2018 Laboratory equipment 5 Years $ 705,982 $ 258,345 Office equipment and furniture 3 – 10 Years 38,681 35,627 Leasehold improvement Shorter of useful life or lease term - 24,446 744,663 318,418 Less: accumulated depreciation (143,238 ) (68,863 ) $ 601,425 $ 249,555 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Summary of investment in real estate | Useful life December 31, 2019 December 31, 2018 Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 407,827 391,506 8,116,398 8,100,077 Less: accumulated depreciation (380,718 ) (220,192 ) $ 7,735,680 $ 7,879,885 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 $ 1,583,260 Less: accumulated amortization (573,249 ) (327,571 ) Less: impairment loss (1,010,011 ) - $ - $ 1,255,689 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Equity investment carrying amount at January 1, 2018 $ - Payment made for equity method investment 453,159 Epicon's net loss attributable to the Company (52,969 ) Foreign currency fluctuation (15,028 ) Equity investment carrying amount at December 31, 2018 385,162 Payment made for equity method investment 159,192 Epicon's net loss attributable to the Company (55,776 ) Foreign currency fluctuation (5,477 ) Equity investment carrying amount at December 31, 2019 $ 483,101 |
Schedule of financial information | December 31, 2019 December 31, 2018 Current assets $ 77,272 $ 301,714 Noncurrent assets 247,590 7,015 Current liabilities 324 38 Noncurrent liabilities - - Equity 324,538 308,691 For the Year Ended December 31, 2019 For the Period from August 14, 2018 (Inception) through December 31, 2018 Net revenue $ - $ - Gross profit - - Loss from operation 139,439 132,423 Net loss 139,439 132,423 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, December 31, Accrued payroll liability $ 373,083 $ 529,472 Accrued professional fees 1,243,190 166,077 Accrued research and development fees * 650,000 - Insurance payable - 45,088 Accrued directors' compensation 115,000 17,500 Accounts payable 84,316 6,695 Interest payable - 75,342 Other 104,595 120,017 $ 2,570,184 $ 960,191 * In accordance with the strategic partnership agreement with Weill Cornell's cGMP Cellular Therapy Facility and Laboratory signed on August 6, 2018, the Company provides $400,000 annually to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to support the co-development projects. In addition, the Company will on an annual basis send one scientist or clinician to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to receive relevant training for three to six months. As of December 31, 2019, the accrued and unpaid research and development fees related to this agreement was $150,000. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of revenue from related parties | Years Ended December 31, 2019 2018 Medical related consulting services provided to: Beijing Daopei (1) $ 54,909 $ 269,287 Shanghai Daopei (2) 13,926 - Hebei Daopei (3) 286,709 - $ 355,544 $ 269,287 (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) Hebei Daopei 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, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | Years Ended 2019 2018 United States loss before income taxes (1) $ (17,310,582 ) $ (7,665,284 ) China loss before income taxes (759,579 ) (387,012 ) Total loss before income taxes $ (18,070,161 ) $ (8,052,296 ) (1) For the years ended December 31, 2019 and 2018, amount of $0 and $572,613, 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 | Years Ended 2019 2018 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (6,958,609 ) $ (1,394,056 ) U.S. state and local - - China (356,929 ) (166,935 ) Total deferred income taxes (benefit) $ (7,315,538 ) $ (1,560,991 ) Change in valuation allowance 7,315,538 1,560,991 Total income taxes expense $ - $ - |
Schedule of differences between U.S. statutory rate and Company's effective tax rate | Years Ended 2019 2018 U.S. federal rate 21.0 % 21.0 % U.S. state rate 7.5 % 7.0 % Non-deductible expenses 2.1 % (10.8 )% Non-US rate differential 0.3 % 2.2 % Prior year true-up 9.7 % - % U.S. valuation allowance (40.6 )% (19.4 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of deferred income tax assets | Deferred tax assets: December 31, December 31, Stock-based compensation $ 2,998,918 $ - Disallowed business interest deduction 88,365 - Fixed assets book/tax basis difference (58,142 ) - Net operating loss carryforward 6,363,489 2,077,091 Valuation allowance (9,392,630 ) (2,077,091 ) Net deferred tax assets $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Number Outstanding at December 31, 2019 Range of Weighted Average Remaining Contractual Weighted Number Weighted $ 0.50 2,000,000 7.11 $ 0.50 1,944,444 $ 0.50 1.00 - 1.86 490,000 0.84-4.84 1.11 460,833 1.08 2.00 – 2.80 2,740,000 2.33 – 4.01 2.17 2,560,000 2.15 4.76 30,000 4.26 4.76 30,000 4.76 $ 0.50 – 4.76 5,260,000 4.88 $ 1.45 4,995,277 $ 1.42 |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Outstanding at January 1, 2018 2,290,000 $ 0.58 Granted 560,000 1.54 Terminated / Exercised (10,000 ) (2.50 ) Outstanding at December 31, 2018 2,840,000 0.77 Granted 2,620,000 2.17 Terminated / Exercised (200,000 ) (1.00 ) Outstanding at December 31, 2019 5,260,000 $ 1.45 Options exercisable at December 31, 2019 4,995,277 $ 1.42 Options expected to vest 264,723 $ 2.00 |
Schedule of fair value of the options using the Black-Scholes option-pricing model | Number of Options Weighted Average Exercise Price Nonvested at January 1, 2018 1,608,889 $ 0.57 Granted 560,000 1.54 Vested (1,243,334 ) (0.95 ) Terminated (10,000 ) (2.50 ) Nonvested at December 31, 2018 915,555 0.63 Granted 2,620,000 2.17 Vested (3,270,832 ) (1.75 ) Nonvested at December 31, 2019 264,723 $ 2.00 |
Schedule of warrants activities | Number of Warrants Weighted Average Exercise Price Outstanding at January 1, 2018 - $ - Issued 578,891 1.28 Exercised - - Outstanding at December 31, 2018 578,891 1.28 Issued 1,714,288 3.50 Exercised (578,891 ) (1.28 ) Redeemed and cancelled (1,714,288 ) (3.50 ) Outstanding and exercisable at December 31, 2019 - $ - |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Summary of noncontrolling interest activities | Amount Noncontrolling interest at January 1, 2018 $ (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 ) Noncontrolling interest deficit adjustment * 862,200 Net loss attributable to noncontrolling interest - Foreign currency translation adjustment attributable to noncontrolling interest - Noncontrolling interest at December 31, 2019 $ - * The noncontrolling interest holder does not have the ability to satisfy the deficit of $862,200 (See note 21). |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of customers | Years Ended December 31, Customer 2019 2018 A (Beijing Daopei, a related party) * 17 % B (Hebei Daopei, a related party) 19 % * C 26 % 21 % D 14 % 14 % E 11 % 11 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Years Ended 2019 2018 Revenues Real property operations $ 1,155,677 $ 1,121,483 Medical related consulting services – related parties 355,544 269,287 Development services and sales of developed products 35,084 171,516 Total 1,546,305 1,562,286 Costs and expenses Real property operations 818,662 793,714 Medical related consulting services – related parties 284,472 250,320 Development services and sales of developed products 103,258 130,238 Total 1,206,392 1,174,272 Real property operating income 337,015 327,769 Gross profit from medical related consulting services 71,072 18,967 Gross (loss) profit from development services and sales of developed products (68,174 ) 41,278 Other operating expenses Real property operations 325,637 245,472 Medical related consulting services 628,625 356,294 Development services and sales of developed products 1,652,840 786,278 Corporate/Other 17,110,041 6,631,105 Total 19,717,143 8,019,149 Other income (expense) Interest expense Real property operations (32,877 ) (312,329 ) Corporate/Other (50,031 ) (2,324 ) Total (82,908 ) (314,653 ) Other Real property operations 2,182 10 Medical related consulting services – related parties (40,459 ) (49,154 ) Development services and sales of developed products (1,369 ) 49,565 Corporate/Other 1,429,623 (106,929 ) Total 1,389,977 (106,508 ) Total other income (expense) 1,307,069 (421,161 ) Net loss Real property operations 19,317 230,022 Medical related consulting services 598,012 386,481 Development services and sales of developed products 1,722,383 695,435 Corporate/Other 15,730,449 6,740,358 $ 18,070,161 $ 8,052,296 Identifiable long-lived tangible assets at December 31, 2019 and 2018 December 31, December 31, Real property operations $ 7,750,743 $ 7,898,224 Medical related consulting services 263,621 6,852 Development services and sales of developed products 322,741 224,364 $ 8,337,105 $ 8,129,440 Identifiable long-lived tangible assets at December 31, 2019 and 2018 December 31, December 31, United States $ 7,839,093 $ 7,898,806 China 498,012 230,634 $ 8,337,105 $ 8,129,440 |
Revision (Tables)
Revision (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of revision of accumulated other comprehensive income | As Reported As Revised Accumulated deficit $ (23,913,011 ) $ (25,431,084 ) Accumulated other comprehensive loss - foreign currency translation adjustment $ (302,023 ) $ (297,571 ) Total Avalon GloboCare Corp. stockholders' equity and non-controlling interest $ 7,260,433 $ 5,746,812 Non-controlling interest $ (1,513,621 ) $ - The Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2019 have been restated for the impact of this adjustment as follows: As Reported As Revised Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Loss from noncontrolling interest deficit adjustment $ $ $ (1,042,210 ) $ (862,200 ) Total Other Income (Expense), net $ 1,142,289 $ 1,007,602 $ 100,079 $ 145,402 LOSS BEFORE INCOME TAXES $ (4,334,058 ) $ (13,277,810 ) $ (5,376,268 ) $ (14,140,010 ) NET LOSS $ (4,334,058 ) $ (13,277,810 ) $ (5,376,268 ) $ (14,140,010 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST $ (475,863 ) $ (656,575 ) $ - $ - NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS $ (3,858,195 ) $ (12,621,235 ) $ (5,376,268 ) $ (14,140,010 ) NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: Basic and diluted $ (0.05 ) $ (0.17 ) $ (0.07 ) $ (0.19 ) The Company's condensed consolidated statement of cash flow for the nine months ended September 30, 2019 have been restated for the impact of this adjustment as follows: As Reported As Revised CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (13,277,810 ) $ (14,140,010 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss from noncontrolling interest deficit adjustment $ - $ 862,200 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Avalon Healthcare System, Inc. (“AHS”) [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. (“Avalon BVI”) [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 (“Avalon RT 9”) [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. (“Avalon Shanghai”) [Member] | |
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. (“Genexosome”) [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | Nevada |
Date of Incorporation | Jul. 31, 2017 |
Percentage of Ownership | 60.00% |
Principal Activities | Develops proprietary diagnostic and therapeutic products using exosomes |
Beijing Jieteng (Genexosome) Biotech Co., Ltd. ("Beijing Genexosome") [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. (''Avactis'') [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 |
International Exosome Association LLC (''Exosome") [Member] | |
Organization and Nature of Operations (Textual) | |
Place of Incorporation | Delaware |
Date of Incorporation | Jun. 13, 2019 |
Percentage of Ownership | 100.00% |
Principal Activities | Promotes standardization related to exosome industry |
Organization and Nature of Op_4
Organization and Nature of Operations (Details Textual) - USD ($) | Feb. 07, 2017 | Oct. 19, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization and Nature of Operations (Textual) | ||||
Impairment loss | $ 1,010,011 | |||
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% | |||
Avalon RT 9 Properties LLC [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Building occupancy rate | 93.40% | |||
Ownership percentage | 100.00% |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Condition (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Basis of Presentation and Going Concern [Abstract] | |||
Accumulated deficit | $ (29,361,937) | $ (11,291,776) | $ (25,431,084) |
Loss From operation | (19,377,230) | (7,631,135) | |
Net cash used in operating activities | $ (7,079,871) | $ (4,396,024) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Balance of derivative liabilities as of January 1, 2019 | |
Initial fair value of derivative liabilities attributable to warrants issuance with fund raise | 4,217,241 |
Gain from change in the fair value of derivative liabilities | (2,817,241) |
Warrants were redeemed and cancelled | (1,400,000) |
Balance of derivative liabilities as of December 31, 2019 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - Cash [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total cash | $ 764,891 | $ 2,252,287 |
Percentage of concentrations of credit risk | 100.00% | 100.00% |
United States [Member] | ||
Total cash | $ 371,929 | $ 1,035,802 |
Percentage of concentrations of credit risk | 48.60% | 46.00% |
China [Member] | ||
Total cash | $ 392,962 | $ 1,216,485 |
Percentage of concentrations of credit risk | 51.40% | 54.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Medical related consulting services - related parties | $ 355,544 | $ 269,287 |
Development services and sales of developed products | 35,084 | 171,516 |
Total revenues | 1,546,305 | 1,562,286 |
Medical related consulting services [Member] | ||
Medical related consulting services - related parties | 355,544 | 269,287 |
Development services and sales of developed products | ||
Total revenues | 355,544 | 269,287 |
Development services and sales of developed products[Member] | ||
Medical related consulting services - related parties | ||
Development services and sales of developed products | 35,084 | 171,516 |
Total revenues | $ 35,084 | $ 171,516 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - shares | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive securities | 7,553,179 | 3,418,891 |
Stock options [Member] | ||
Potentially dilutive securities | 5,260,000 | 2,840,000 |
Warrants [Member] | ||
Potentially dilutive securities | 2,293,179 | 578,891 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Significant Accounting Policies (Textual) | ||
Impairment of intangible assets | $ 1,010,011 | $ 0 |
Impairment loss | 1,010,011 | 0 |
Deferred rental income | 13,136 | 14,136 |
Research and Development | 1,781,869 | 39,061 |
Advertising and Marketing Costs | $ 685,064 | $ 335,900 |
Asset and liability accounts translated | 1 | |
Average translation rates | 1 | |
Genexosome [Member] | ||
Significant Accounting Policies (Textual) | ||
Equity interests ownership percentage | 40.00% | |
RMB [Member] | ||
Significant Accounting Policies (Textual) | ||
Asset and liability accounts translated | 6.9632 | 6.8785 |
Average translation rates | 6.9099 | 6.6202 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid professional fees | $ 153,478 | $ 607,833 | |
Deferred financing costs | [1] | 311,177 | |
Prepaid research and development service fees | 300,000 | ||
Prepaid insurance expense | 4,990 | 72,352 | |
Prepaid dues and subscriptions | 9,665 | 70,000 | |
Other | 58,160 | 109,284 | |
Total prepaid expenses and other | $ 537,470 | $ 1,159,469 | |
[1] | Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company's open market sale equity financing and will be charged to stockholders' equity upon the completion of the equity offering. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment, Gross | $ 744,663 | $ 318,418 |
Less: accumulated depreciation | (143,238) | (68,863) |
Property, Plant and Equipment, Net | 601,425 | 249,555 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 705,982 | $ 258,345 |
Useful life | 5 years | 5 years |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment, Gross | $ 38,681 | $ 35,627 |
Office equipment and furniture [Member] | Minimum [Member] | ||
Useful life | 3 years | 3 years |
Office equipment and furniture [Member] | Maximum [Member] | ||
Useful life | 10 years | 10 years |
Leasehold improvement [Member] | ||
Property, Plant and Equipment, Gross | $ 24,446 | |
Useful lives | Shorter of useful life or lease term | Shorter of useful life or lease term |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 100,540 | $ 59,886 |
Real Property Operating Expense [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | 3,276 | 3,275 |
Cost of Development Services and Sales of Developed Products [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | 39,070 | 38,229 |
Other Operating Expense [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | 30,947 | 18,382 |
Research and Development Expense [Member] | ||
Property and Equipment (Textual) | ||
Depreciation expense | $ 27,247 | $ 0 |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investment in real estate, Gross | $ 8,116,398 | $ 8,100,077 |
Less: accumulated depreciation | (380,718) | (220,192) |
Investment in real estate, net | $ 7,735,680 | 7,879,885 |
Commercial real property building [Member] | ||
Useful life | 39 years | |
Investment in real estate, Gross | $ 7,708,571 | 7,708,571 |
Improvements [Member] | ||
Useful life | 12 years | |
Investment in real estate, Gross | $ 407,827 | $ 391,506 |
Investment in Real Estate (De_2
Investment in Real Estate (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Real property operating [Member] | ||
Investment in Real Estate (Textual) | ||
Depreciation expense | $ 160,527 | $ 135,378 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Useful Life of patents and other technologies | 5 years | |
Patents and other technologies | $ 1,583,260 | $ 1,583,260 |
Less: accumulated amortization | (573,249) | (327,571) |
Less: impairment loss | (1,010,011) | |
Intangible assets net | $ 1,255,689 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 245,678 | $ 327,571 |
Impairment loss | $ 1,010,011 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity investment carrying value,Begining of the period | $ 385,162 | |
Payment made for equity method investment | 159,192 | 453,159 |
Epicon's net loss attributable to the Company | (55,776) | (52,969) |
Foreign currency fluctuation | (5,477) | (15,028) |
Equity investment carrying value,Ending of the period | $ 483,101 | $ 385,162 |
Equity Method Investment (Det_2
Equity Method Investment (Details 1) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Equity Method Investment Financial Information [Abstract] | ||
Current assets | $ 301,714 | $ 77,272 |
Noncurrent assets | 7,015 | 247,590 |
Current liabilities | 38 | 324 |
Noncurrent liabilities | ||
Equity | 308,691 | 324,538 |
Net revenue | ||
Gross profit | ||
Loss from operation | 132,423 | 139,439 |
Net loss | $ 132,423 | $ 139,439 |
Equity Method Investment (Det_3
Equity Method Investment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Method Investment (Textual) | ||
Equity method investment amounted | $ 483,101 | $ 385,162 |
Net loss | $ 55,776 | $ 52,969 |
Jiangsu Unicorn Biological Technology Co., Ltd. [Member] | ||
Equity Method Investment (Textual) | ||
Total ownership percentage | 60.00% | |
Other Unrelated Company [Member] | ||
Equity Method Investment (Textual) | ||
Total ownership percentage | 40.00% |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |||
Accrued payroll liability | $ 373,083 | $ 529,472 | |
Accrued professional fees | 1,243,190 | 166,077 | |
Accrued research and development fees | [1] | 650,000 | |
Insurance payable | 45,088 | ||
Accrued directors' compensation | 115,000 | 17,500 | |
Accounts payable | 84,316 | 6,695 | |
Interest payable | 75,342 | ||
Other | 104,595 | 120,017 | |
Total accounts payable and accrued liabilities | $ 2,570,184 | $ 960,191 | |
[1] | In accordance with the strategic partnership agreement with Weill Cornell's cGMP Cellular Therapy Facility and Laboratory signed on August 6, 2018, the Company provides $400,000 annually to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to support the co-development projects. In addition, the Company will on an annual basis send one scientist or clinician to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to receive relevant training for three to six months. As of December 31, 2019, the accrued and unpaid research and development fees related to this agreement was $150,000. |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Payables (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accrued Liabilities and Other Payables (Textual) | |
Strategic partnership agreement, description | In accordance with the strategic partnership agreement with Weill Cornell's cGMP Cellular Therapy Facility and Laboratory signed on August 6, 2018, the Company provides $400,000 annually to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to support the co-development projects. In addition, the Company will on an annual basis send one scientist or clinician to Weill Cornell's cGMP Cellular Therapy Facility and Laboratory to receive relevant training for three to six months. |
Accrued and unpaid research and development fees | $ 150,000 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 1 Months Ended | ||||
Apr. 30, 2019 | Apr. 30, 2018 | Nov. 30, 2017 | Apr. 19, 2017 | Dec. 31, 2019 | |
Loan Payable (Textual) | |||||
Loan principal amount | $ 2,100,000 | ||||
Maturity date | On May 3, 2018, the Company signed an extension agreement with a maturity date of March 31, 2019. On August 3, 2018, the Company signed an extension agreement for the loan with a maturity date of March 31, 2020. | ||||
Term | 1 year | ||||
Annual interest rate | 10.00% | ||||
Repayment of loan | $ 1,000,000 | $ 500,000 | $ 600,000 | ||
Outstanding principal balance | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Medical related consulting services | $ 355,544 | $ 269,287 | |
Beijing Daopei [Member] | |||
Medical related consulting services | [1] | 54,909 | 269,287 |
Shanghai Daopei [Member] | |||
Medical related consulting services | [2] | 13,926 | |
Hebei Daopei [Member] | |||
Medical related consulting services | [3] | $ 286,709 | |
[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] | Hebei Daopei 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 ($) | Mar. 18, 2019 | Aug. 29, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions (Textual) | ||||||
Outstanding principal balance | $ 590,000 | |||||
Cash | 764,891 | $ 2,252,287 | $ 3,027,033 | |||
Accrued liabilities and other payables | 49,194 | |||||
Interest related to note payable - related party amount | 49,194 | |||||
Loan from the Lender | 2,600,000 | |||||
Accounts receivable - related party | 215,418 | |||||
Line of Credit Agreement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Promissory note maturity date | Dec. 31, 2024 | |||||
Line of credit | $ 20,000,000 | |||||
Interest rate | 5.00% | |||||
David Jin [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Prepaid expenses - related parties | 0 | 1,897 | ||||
David Jin [Member] | Chief Executive Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Accrued liabilities and other payables | 24,254 | 0 | ||||
Meng Li [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Prepaid expenses - related parties | 0 | 32,293 | ||||
Beijing Daopei [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Advance from customer - related party | 0 | $ 14,829 | ||||
GenExosome [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Genexosome for Cash payment | $ 450,000 | |||||
Ownership of percentage | 40.00% | 40.00% | ||||
co-chief executive officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Due to related party | $ 100,000 | $ 100,000 | ||||
Wenzhao Lu [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Property management agreement commenced date | May 5, 2017 | |||||
Property management agreement amount | $ 23,334 | 65,004 | ||||
Agreement expired date | Mar. 31, 2019 | |||||
Outstanding principal balance | $ 1,000,000 | |||||
Cash | $ 1,000,000 | |||||
Promissory Note interest percentage | 5.00% | |||||
Promissory note maturity date | Mar. 19, 2022 | |||||
Interest related to note payable - related party amount | $ 49,194 | 0 | ||||
Principal repaid amount | $ 410,000 | |||||
Meng Li [Member] | chief operating officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Accrued liabilities and other payables | 10,473 | 0 | ||||
Yu Zhou [Member] | co-chief executive officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Accrued liabilities and other payables | $ 3,121 | $ 0 | ||||
Ownership of percentage | 40.00% | 40.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Tax Disclosure [Abstract] | |||||
United States loss before income taxes | [1] | $ (17,310,582) | $ (7,665,284) | ||
China loss before income taxes | (759,579) | (387,012) | |||
Total loss before income taxes | $ (5,376,268) | $ (14,140,010) | $ (18,070,161) | $ (8,052,296) | |
[1] | For the years ended December 31, 2019 and 2018, amount of $0 and $572,613, respectively, is included in the United States loss before income taxes, which is not included in the Company's consolidated income tax return, because the Company owns only 60% of Genexosome. The U.S. tax law requires 80% ownership to consolidate. |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total current income taxes expense | ||
Deferred: | ||
U.S. federal | (6,958,609) | (1,394,056) |
U.S. state and local | ||
China | (356,929) | (166,935) |
Total deferred income taxes (benefit) | (7,315,538) | (1,560,991) |
Change in valuation allowance | 7,315,538 | 1,560,991 |
Total income taxes expense |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal rate | 21.00% | 21.00% |
U.S. state rate | 7.50% | 7.00% |
Non-deductible expenses | 2.10% | (10.80%) |
Non-US rate differential | 0.30% | 2.20% |
Prior year true-up | 9.70% | 0.00% |
U.S. valuation allowance | (40.60%) | (19.40%) |
Total provision for income taxes | 0.00% | 0.00% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Stock-based compensation | $ 2,719,786 | |
Disallowed business interest deduction | 88,365 | |
Fixed assets book/tax basis difference | (58,142) | |
Net operating loss carryforward | 6,363,489 | 2,077,091 |
Valuation allowance | (9,392,630) | (2,077,091) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Federal and state net operating loss carryforwards | $ 21,368,053 | $ 21,368,053 |
Net operating loss for income taxes purposes | 1,398,737 | |
Penalty | 10,000 | |
Cumulative deficit from its foreign subsidiaries | $ 1,367,578 | |
Percentage of Income tax at an effective rate | 80.00% | |
United States loss before income taxes, which is not included in the Company's consolidated income tax return | $ 0 | $ 572,613 |
Net operating loss carryforwards, description | The Company has $18,890612 of U.S. federal net operating loss carryovers that have no expiration date, the remaining of the federal net operating loss and state net operating loss carry-forwards begin to expire in 2034. | |
Net operating loss carryforwards | $ 61,847 | |
Income tax, description | The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service, and the Chinese Ministry of Finance and U.S. state tax jurisdictions from 2016 to 2019. |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 18, 2019 | Apr. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Liabilities (Textual) | ||||
Warrant issued | 1,714,288 | |||
Fair value of warrants liability | $ 4,217,241 | |||
Stock price | $ 2.82 | |||
Volatility rate | 142.55% | |||
Risk free rate | 2.33% | |||
Annual dividend | 0.00% | |||
Expected life | 5 years | |||
Investor warrants | ||||
Proceeds of the units sale fund | $ 6,000,008 | |||
Remaining proceeds from derivative liabilities | $ 1,782,767 | |||
Redemption Agreement [Member] | ||||
Derivative Liabilities (Textual) | ||||
Redemption and Cancellation Agreement,description | The Company and third-party institutional investors entered into a Warrant Redemption and Cancellation Agreement (the "Redemption Agreement"). In accordance with the Redemption Agreement, the Company redeemed the 1,714,288 warrants for a purchase price of $1,400,000 in the fourth quarter of 2019, resulting in all of the 1,714,288 warrants being redeemed and cancelled. | |||
Derivative [Member] | ||||
Derivative Liabilities (Textual) | ||||
Fair value of warrants liability | $ 2,817,241 |
Equity (Details)
Equity (Details) - Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number options Exercisable | shares | 4,995,277 |
Weighted Average options Exercise Price | $ / shares | $ 1.42 |
0.50 [Member] | |
Number of options outstanding | shares | 2,000,000 |
Weighted Average Exercise Price | $ / shares | $ 0.50 |
Number options Exercisable | shares | 1,944,444 |
Weighted Average options Exercise Price | $ / shares | $ 0.50 |
4.76 [Member] | |
Number of options outstanding | shares | 30,000 |
Weighted Average Exercise Price | $ / shares | $ 4.76 |
Number options Exercisable | shares | 30,000 |
Weighted Average options Exercise Price | $ / shares | $ 4.76 |
1.00 - 1.86 Member] | |
Number of options outstanding | shares | 490,000 |
Weighted Average Exercise Price | $ / shares | $ 1.11 |
Number options Exercisable | shares | 460,833 |
Weighted Average options Exercise Price | $ / shares | $ 1.08 |
1.00 - 1.86 Member] | Minimum [Member] | |
Range of Weighted Average Remaining Contractual Life (Years) | 10 months 3 days |
1.00 - 1.86 Member] | Maximum [Member] | |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 3 days |
2.00 - 2.80 [Member] | |
Number of options outstanding | shares | 2,740,000 |
Weighted Average Exercise Price | $ / shares | $ 2.17 |
Number options Exercisable | shares | 2,560,000 |
Weighted Average options Exercise Price | $ / shares | $ 2.15 |
2.00 - 2.80 [Member] | Minimum [Member] | |
Range of Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 29 days |
2.00 - 2.80 [Member] | Maximum [Member] | |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 4 days |
4.76 [Member] | |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 4 days |
0.50 [Member] | |
Range of Weighted Average Remaining Contractual Life (Years) | 7 years 1 month 9 days |
0.50 - 4.76 [Member] | |
Number of options outstanding | shares | 5,260,000 |
Range of Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 17 days |
Weighted Average Exercise Price | $ / shares | $ 1.45 |
Number options Exercisable | shares | 4,995,277 |
Weighted Average options Exercise Price | $ / shares | $ 1.42 |
Equity (Details 1)
Equity (Details 1) - Stock options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||
Balance at beginning balance | 2,840,000 | 2,290,000 |
Granted | 2,620,000 | 560,000 |
Terminated / Exercised | (200,000) | (10,000) |
Balance at ending balance | 5,260,000 | 2,840,000 |
Option Exercisable at end | 4,995,277 | |
Options expected to vest | 264,723 | |
Weighted Average Exercise Price | ||
Balance at beginning balance | $ 0.77 | $ 0.58 |
Granted | 2.17 | 1.54 |
Terminated / Exercised | (1) | (2.50) |
Balance at end | 1.45 | $ 0.77 |
Option Exercisable at ending balance | 1.42 | |
Options expected to vest | $ 2 |
Equity (Details 2)
Equity (Details 2) - Nonvested Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||
Nonvested at beginning balance | 915,555 | 1,608,889 |
Granted | 2,620,000 | 560,000 |
Vested | (3,270,832) | (1,243,334) |
Terminated | (10,000) | |
Nonvested at ending balance | 264,723 | 915,555 |
Weighted Average Exercise Price | ||
Nonvested at beginning balance | $ 0.63 | $ 0.57 |
Granted | 2.17 | 1.54 |
Vested | (1.75) | (0.95) |
Terminated | (2.50) | |
Nonvested at ending balance | $ 2 | $ 0.63 |
Equity (Details 3)
Equity (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants | ||
Outstanding at beginning balance | 578,891 | |
Issued | 1,714,288 | 578,891 |
Exercised | (578,891) | |
Redeemed and cancelled | (1,714,288) | |
Outstanding at ending balance | 578,891 | |
Weighted Average Exercise Price | ||
Outstanding at beginning balance | $ 1.28 | |
Issued | 3.50 | 1.28 |
Exercised | (1.28) | |
Redeemed and cancelled | (3.50) | |
Outstanding at ending balance | $ 1.28 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Dec. 13, 2019 | Jan. 09, 2019 | Aug. 08, 2018 | Apr. 25, 2019 | Feb. 27, 2019 | Apr. 23, 2018 | Mar. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 03, 2017 |
Common shares sold for cash | $ 1,673,088 | |||||||||
Common shares issued for services | $ 1,371,450 | |||||||||
Stock-based compensation expense | 9,209,147 | 3,092,981 | ||||||||
Common stock issued, Shares | 158,932 | |||||||||
Warrants to purchase common stock | 200,000 | |||||||||
Stock-based compensation expense stock options granted | $ 7,448,230 | $ 2,227,281 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Warrant [Member] | ||||||||||
Warrants exercise price | $ 3.50 | |||||||||
Common stock issued, Shares | 350,856 | |||||||||
Warrants to purchase common stock | 578,891 | |||||||||
Third party | ||||||||||
Common stock repurchased, Shares | 520,000 | |||||||||
Common stock repurchased, Value | $ 522,500 | |||||||||
Escrow agent | ||||||||||
Share repurchase cost | $ 2,500 | |||||||||
Investor Two | Subscription Agreement [Member] | ||||||||||
Common shares sold for cash, shares | 939,450 | |||||||||
Share price | $ 2.25 | |||||||||
Investor One | Subscription Agreement [Member] | ||||||||||
Common shares sold for cash, shares | 3,107,000 | |||||||||
Share price | $ 1.75 | |||||||||
Investor | ||||||||||
Common shares sold for cash, shares | 138,595 | |||||||||
Description of purchage agreements | The Company entered into a purchase agreement with several third-party institutional investors for the purchase of 1,714,288 units in a registered direct offering, for gross proceeds of $6,000,008 before placement agent fees and other offering expenses payable by the Company. Each unit was sold at a public offering price of $3.50 and consists of one share of common stock and a warrant to purchase one share of common stock. The Company received net cash proceeds of $5,103,704, net of cash paid for placement agent fees and other offering expenses. | |||||||||
Investor | Subscription Agreement [Member] | ||||||||||
Common shares sold for cash | $ 7,064,717 | |||||||||
Investment banking firm | 486,296 | |||||||||
Consulting companies [Member] | Consulting agreements | ||||||||||
Common shares issued for services | $ 1,318,600 | $ 1,371,450 | ||||||||
Common shares issued for services, Shares | 537,380 | 505,679 | ||||||||
Stock-based compensation expense | $ 1,077,442 | $ 865,700 | ||||||||
Decrease in accrued liabilities | 116,575 | 10,000 | ||||||||
Prepaid expense | 124,583 | $ 495,750 | ||||||||
Accredited Investor [Member] | ||||||||||
Common stock issued, Shares | 2,000,000 | 3,000,000 | ||||||||
Common stock issued | $ 3,000,000 | |||||||||
Accredited Investor [Member] | Subscription Agreement [Member] | Avalon (Shanghai) Healthcare Technology Co., Ltd. | ||||||||||
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. | |||||||||
Annual interest | 20.00% | |||||||||
Sales Agreement [Member] | ||||||||||
Common shares sold for cash | $ 261,206 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Other offering expenses | $ 12,530 | |||||||||
Average price to investors | $ 1.98 | $ 1.98 | ||||||||
Maximum aggregate offering price | $ 20,000,000 | |||||||||
Option [Member] | ||||||||||
Intrinsic values of stock options outstanding | $ 3,259,900 | |||||||||
Stock options exercisable | $ 3,171,746 | |||||||||
Fair values of options granted, description | The fair values of options granted during the year ended December 31, 2019 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 140.57% - 151.70%, risk-free rate of 1.55% - 2.49%, annual dividend yield of 0% and expected life of 3.00 – 5.00 years. | |||||||||
Fair value of the options granted | $ 6,461,970 |
Statutory Reserve (Details)
Statutory Reserve (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Statutory Reserve (Textual) | |
Statutory reserve percentage | 10.00% |
Registered capital Percentage | 50.00% |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Noncontrolling Interest [Abstract] | |||||
Noncontrolling interest at Beginning | $ (862,200) | $ (862,200) | $ (585,394) | ||
Noncontrolling interest deficit adjustment | [1] | 862,200 | |||
Net loss attributable to noncontrolling interest | (278,174) | ||||
Foreign currency translation adjustment attributable to noncontrolling interest | 1,368 | ||||
Noncontrolling interest at ending | $ (862,200) | ||||
[1] | The noncontrolling interest holder does not have the ability to satisfy the deficit of $862,200. |
Noncontrolling Interest (Deta_2
Noncontrolling Interest (Details Textual) | Dec. 31, 2019 |
GenExsome [Member] | |
Equity interests ownership percentage | 40.00% |
Restricted Net Assets (Details)
Restricted Net Assets (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Net Assets (Textual) | ||
Net assets | 25.00% | 25.00% |
Concentrations (Details)
Concentrations (Details) - More than 10% Revenues [Member] | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
A (Beijing Daopei, a related party) [Member] | ||||
Customer | [1] | 17.00% | ||
B (Hebei Daopei, a related party) [Member | ||||
Customer | 19.00% | [1] | ||
C [Member] | ||||
Customer | 26.00% | 21.00% | ||
D [Member] | ||||
Customer | 14.00% | 14.00% | ||
E [Member] | ||||
Customer | 11.00% | 11.00% | ||
[1] | Less than 10% |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2019Customer / IntegerSupplier / Integer | Dec. 31, 2018Customer / IntegerSupplier / Integer | |
Supplier [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 10.00% | 10.00% |
10% or more of purchase [Member] | Outstanding accounts payable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 90.80% | 95.50% |
Number of supplier | Supplier / Integer | 1 | 1 |
More than 10% Revenues [Member] | Outstanding accounts and tenants receivable [Member] | ||
Concentrations (Textual) | ||
Concentration risk, percentage | 93.00% | 56.00% |
Number of customer | Customer / Integer | 2 | 2 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 1,546,305 | $ 1,562,286 | ||
Costs and expenses | 1,206,392 | 1,174,272 | ||
Real property operating income | (337,015) | (327,769) | ||
Other operating expenses | 19,717,143 | 8,019,149 | ||
Other income (expense) | 1,307,069 | (421,161) | ||
Interest expense | (82,908) | (314,653) | ||
Other | 1,389,977 | (106,508) | ||
Total other income (expense) | $ 100,079 | $ 145,402 | 1,307,069 | (421,161) |
Net loss | $ (5,376,268) | $ (14,140,010) | (18,070,161) | (8,052,296) |
Identifiable long-lived tangible assets | 8,337,105 | 8,129,440 | ||
Real property operations [Member] | ||||
Costs and expenses | 163,802 | 793,714 | ||
Real property operating income | 818,662 | |||
Other operating expenses | 325,637 | 245,472 | ||
Other income (expense) | 6,631,105 | |||
Interest expense | (32,877) | (312,329) | ||
Other | 2,182 | 10 | ||
Net loss | 19,317 | 230,022 | ||
Identifiable long-lived tangible assets | 7,750,743 | 7,898,224 | ||
Medical related consulting services - related parties [Member] | ||||
Revenues | 355,544 | 269,287 | ||
Costs and expenses | 17,796 | 250,320 | ||
Real property operating income | 284,472 | |||
Other operating expenses | 628,625 | 356,294 | ||
Other | (40,459) | (49,154) | ||
Net loss | 598,012 | 386,481 | ||
Identifiable long-lived tangible assets | 263,621 | 6,852 | ||
Development services and sales of developed products [Member] | ||||
Revenues | 35,084 | 171,516 | ||
Costs and expenses | 325,146 | 130,238 | ||
Real property operating income | 103,258 | |||
Other operating expenses | 1,652,840 | 786,278 | ||
Other | (1,369) | (49,565) | ||
Net loss | 1,722,383 | 695,435 | ||
Identifiable long-lived tangible assets | 322,741 | 224,364 | ||
Corporate/Other [Member] | ||||
Other operating expenses | 17,110,041 | 6,631,105 | ||
Interest expense | (50,031) | (2,324) | ||
Other | 1,429,623 | (106,929) | ||
Net loss | 15,730,449 | 6,740,358 | ||
Gross profit from medical related consulting services [Member] | ||||
Real property operating income | 71,072 | 18,967 | ||
Gross (loss) profit from development services and sales of developed products [Member] | ||||
Real property operating income | $ (68,174) | $ 41,278 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Identifiable long-lived tangible assets | $ 8,337,105 | $ 8,129,440 |
United States [Member] | ||
Identifiable long-lived tangible assets | 7,839,093 | 7,898,806 |
China [Member] | ||
Identifiable long-lived tangible assets | $ 498,012 | $ 230,634 |
Segment Information (Details Te
Segment Information (Details Textual) - Segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Information (Textual) | ||
Number of reportable business segments | 3 | 3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Aug. 29, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019CNY (¥) | Oct. 23, 2018USD ($) | May 29, 2018 | Oct. 25, 2017 | Jan. 19, 2017USD ($) | Jan. 19, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 23, 2018CNY (¥) | |
Joint venture agreement, description | Within 6 days of signing the AVAR Agreement, Avactis is required to pay to Arbele $300,000 as a research and development fee with an additional two payments of $300,000 (for a total of $900,000) to be paid upon mutually agreed upon milestones. | ||||||||||
Research and development fee | $ 1,781,869 | $ 39,061 | |||||||||
Line of Credit Agreement [Member] | |||||||||||
Line of credit | $ 20,000,000 | ||||||||||
Line of facility mature date | Dec. 31, 2024 | ||||||||||
Line of Credit bears interest at an annual rate | 5.00% | ||||||||||
Recevied Loan | 2,600,000 | ||||||||||
Avalon Shanghai [Member] | |||||||||||
Joint venture agreement, description | Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. ("Unicorn"), pursuant to which a company named Epicon Biotech Co., Ltd. ("Epicon") was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within 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 $1.1 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.4 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2019, Avalon Shanghai has contributed RMB 4,100,000 (approximately $0.6 million) that was included in equity method investment on the accompanying consolidated balance sheets. | ||||||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | |||||||||||
Joint venture agreement, description | Avactis Biosciences, Inc. ("Avactis"), a wholly-owned subsidiary of the Company, and Arbele Limited ("Arbele") agreed to the establishment of AVAR BioTherapeutics (China) Co. Ltd. ("AVAR"), a Sino-foreign equity joint venture, pursuant to an Equity Joint Venture Agreement (the "AVAR Agreement"), which will be owned 60% by Avactis and 40% by Arbele. The purpose and business scope of the Joint Venture is to research, develop, produce, sell, distribute and generally commercialize CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy in China. Avactis is required to contribute $10 million (or equivalent in RMB) in cash and/or services, which shall be contributed in tranches based on milestones to be determined jointly by AVAR and Avactis in writing subject to Avactis' cash reserves. Within 30 days, Arbele shall make a contribution of $6.66 million in the form of entering into a License Agreement with AVAR granting AVAR with an exclusive right and license in China to its technology and intellectual property pertaining to CAR-T/CAR-NK/TCR-T/universal cellular immunotherapy technology and any additional technology developed in the future with terms and conditions to be mutually agreed upon Avactis and AVAR and services. | ||||||||||
Working capital | $ 700,000 | ||||||||||
Research and development fee | $ 600,000 | ||||||||||
RMB [Member] | AVAR BioTherapeutics (China) Co. Ltd. [Member] | |||||||||||
Working capital | ¥ | ¥ 5,000,000 | ||||||||||
Beijing Genexosome Office Lease [Member] | |||||||||||
Expiration period | Mar. 14, 2020 | Mar. 14, 2020 | |||||||||
Lease, annual rent | $ 1,000 | ||||||||||
Rent expense | 802 | ||||||||||
Lease, description | The term of this lease is one year commencing on March 15, 2019 and expired on March 14, 2020 | The term of this lease is one year commencing on March 15, 2019 and expired on March 14, 2020 | |||||||||
Operating lease | 209 | ||||||||||
Stock purchase agreement, description | Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000 of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr. Zhou and issued Dr. Zhou 400 shares of common stock of Genexosome. | ||||||||||
Beijing Genexosome Office Lease [Member] | RMB [Member] | |||||||||||
Lease, annual rent | ¥ | ¥ 7,000 | ||||||||||
Avalon Shanghai Office Lease [Member] | |||||||||||
Lease, monthly rent | $ 7,000 | ||||||||||
Rent expense | $ 90,000 | $ 91,000 | |||||||||
Security deposit | 24,000 | ||||||||||
Operating lease maintenance fees | $ 600 | ||||||||||
Lease, description | 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. On December 27, 2018, Avalon Shanghai signed an extension for the lease with expiration date of February 29, 2020. | 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. On December 27, 2018, Avalon Shanghai signed an extension for the lease with expiration date of February 29, 2020. | |||||||||
Operating lease | $ 15,775 | ||||||||||
Avalon Shanghai Office Lease [Member] | RMB [Member] | |||||||||||
Expiration period | Feb. 29, 2020 | Feb. 29, 2020 | |||||||||
Lease, monthly rent | ¥ | ¥ 50,586 | ||||||||||
Security deposit | ¥ | 164,764 | ||||||||||
Operating lease maintenance fees | ¥ | ¥ 4,336 |
Revision (Details)
Revision (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated deficit | $ (25,431,084) | $ (25,431,084) | $ (29,361,937) | $ (11,291,776) | |
Accumulated other comprehensive loss - foreign currency translation adjustment | (297,571) | (297,571) | (257,747) | (236,860) | |
Total Avalon GloboCare Corp. stockholders' equity and non-controlling interest | 5,746,812 | 5,746,812 | 4,465,073 | 12,116,203 | |
Non-controlling interest | (862,200) | $ (585,394) | |||
Loss from noncontrolling interest deficit adjustment | (1,042,210) | (862,200) | (862,200) | ||
Total Other Income (Expense), net | 100,079 | 145,402 | 1,307,069 | (421,161) | |
LOSS BEFORE INCOME TAXES | (5,376,268) | (14,140,010) | (18,070,161) | (8,052,296) | |
NET LOSS | (5,376,268) | (14,140,010) | (18,070,161) | (8,052,296) | |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (278,174) | ||||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (5,376,268) | $ (14,140,010) | $ (18,070,161) | $ (7,774,122) | |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | |||||
Basic and diluted | $ (0.07) | $ (0.19) | $ (0.24) | $ (0.11) | |
As Reported [Member] | |||||
Accumulated deficit | $ (23,913,011) | $ (23,913,011) | |||
Accumulated other comprehensive loss - foreign currency translation adjustment | (302,023) | (302,023) | |||
Total Avalon GloboCare Corp. stockholders' equity and non-controlling interest | 7,260,433 | 7,260,433 | |||
Non-controlling interest | (1,513,621) | (1,513,621) | |||
Total Other Income (Expense), net | 1,142,289 | 1,007,602 | |||
LOSS BEFORE INCOME TAXES | (4,334,058) | (13,277,810) | |||
NET LOSS | (4,334,058) | (13,277,810) | |||
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (475,863) | (656,575) | |||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (3,858,195) | $ (12,621,235) | |||
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | |||||
Basic and diluted | $ (0.05) | $ (0.17) |
Revision (Details 1)
Revision (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (5,376,268) | $ (14,140,010) | $ (18,070,161) | $ (8,052,296) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Loss from noncontrolling interest deficit adjustment | [1] | $ (862,200) | |||
As Reported [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (4,334,058) | (13,277,810) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Loss from noncontrolling interest deficit adjustment | |||||
Revised Adjustment [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | (14,140,010) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Loss from noncontrolling interest deficit adjustment | $ 862,200 | ||||
[1] | The noncontrolling interest holder does not have the ability to satisfy the deficit of $862,200. |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 05, 2020USD ($) | Dec. 13, 2019USD ($) | Feb. 28, 2020USD ($) | Feb. 24, 2020USD ($) | Feb. 20, 2020 | Mar. 31, 2020USD ($)shares | Dec. 31, 2019$ / sharesshares | Apr. 01, 2020USD ($)$ / sharesshares | Feb. 28, 2020CNY (¥) | Feb. 24, 2020CNY (¥) | Aug. 29, 2019USD ($) | Dec. 31, 2018$ / sharesshares |
Common stock,price per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, Share | shares | 76,730,802 | 73,830,751 | ||||||||||
Sales Agreement [Member] | ||||||||||||
Common stock aggregate offering price | $ 20,000,000 | |||||||||||
Received of net cash proceeds | 261,206 | |||||||||||
Other offering expenses | $ 12,530 | |||||||||||
Sales Agreement [Member] | ||||||||||||
Common stock,price per share | $ / shares | $ 0.0001 | |||||||||||
Subsequent events, description | From January 1, 2020 to April 2, 2020, Jefferies sold an aggregate of 980,358 shares of common stock at an average price of $1.66 per share to investors. The Company received net cash proceeds of $1,549,265, net of cash fee paid for sales agent's commission and other offering expenses of $74,319. | |||||||||||
Line of Credit [Member] | ||||||||||||
Line of credit | $ 20,000,000 | |||||||||||
Subsequent Events [Member] | ||||||||||||
Subsequent events, description | (i) a Letter Agreement with Dr. David Jin, Chief Executive Officer of the Company, pursuant to which the term of Dr. Jin's Executive Employment Agreement entered between the Company and Dr. Jin dated December 1, 2016 was extended an additional three years and granted Dr. Jin a Stock Option to acquire 400,000 shares of common stock at an exercise price of $1.52 per share for a period of ten years, (ii) a Letter Agreement with Meng Li, Chief Operating Officer of the Company, pursuant to which the term of Ms. Li's Executive Employment Agreement entered between the Company' subsidiary and Ms. Li dated January 11, 2017 was extended an additional three years and granted Ms. Li a Stock Option to acquire 300,000 shares of common stock at an exercise price of $1.52 per share for a period of ten years and (iii) a Letter Agreement with Luisa Ingargiola, Chief Financial Officer of the Company, granting Ms. Ingargiola a Stock Option to acquire 400,000 shares of common stock at an exercise price of $1.52 per share for a period of ten years. | |||||||||||
Subsequent Events [Member] | Subscription Agreement [Member] | ||||||||||||
Common stock, Share | shares | 645,161 | |||||||||||
Common stock, No par value | $ / shares | $ 1.55 | |||||||||||
Aggregate purchase price | $ 1,000,000 | |||||||||||
Subsequent Events [Member] | Beijing GenExosome | ||||||||||||
Lease rent | $ 120 | |||||||||||
Security deposit | $ 700 | |||||||||||
Lease term description | The term of the lease is 13 months commencing on March 15, 2020 and expires on April 14, 2021 with one month of free rent. | |||||||||||
Total rent | $ 1,400 | |||||||||||
Subsequent Events [Member] | Beijing GenExosome | RMB [Member] | ||||||||||||
Lease rent | ¥ | ¥ 833 | |||||||||||
Security deposit | ¥ | 5,000 | |||||||||||
Total rent | ¥ | ¥ 10,000 | |||||||||||
Subsequent Events [Member] | Beijing Office Lease [Member] | ||||||||||||
Lease rent | $ 7,000 | |||||||||||
Security deposit | $ 24,000 | |||||||||||
Lease term description | The term of the Beijing Office Lease is 12 months commencing on March 1, 2020 and expires on February 28, 2021. | |||||||||||
Maintenance fees | $ 600 | |||||||||||
Subsequent Events [Member] | Beijing Office Lease [Member] | RMB [Member] | ||||||||||||
Lease rent | ¥ | ¥ 50,586 | |||||||||||
Security deposit | ¥ | 164,764 | |||||||||||
Maintenance fees | ¥ | ¥ 4,336 | |||||||||||
Subsequent Events [Member] | Line of Credit [Member] | ||||||||||||
Credit facility | $ 300,000 | |||||||||||
Line of credit | 20,000,000 | |||||||||||
Remaining Credit facility | 17,100,000 | |||||||||||
Total principal amount | $ 2,900,000 | |||||||||||
Common stock for services | shares | 222,577 | |||||||||||
Fair market values of grantes | $ 213,300 | |||||||||||
Stock-based compensation expense | 156,093 | |||||||||||
Prepaid expense | $ 57,207 |