Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Avalon GloboCare Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Entity Public Float | $ 48,343,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001630212 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-55709 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 726,577 | $ 764,891 |
Accounts receivable | 4,710 | |
Accounts receivable - related party | 215,418 | |
Rent receivable | 35,395 | 23,759 |
Deferred financing costs | 222,141 | 311,177 |
Prepaid expenses and other current assets | 302,224 | 251,140 |
Total Current Assets | 1,286,337 | 1,571,095 |
NON-CURRENT ASSETS: | ||
Rent receivable - noncurrent portion | 111,840 | 99,235 |
Deferred leasing costs | 144,197 | |
Operating lease right-of-use assets, net | 137,333 | |
Property and equipment, net | 479,115 | 601,425 |
Investment in real estate, net | 7,685,686 | 7,735,680 |
Equity method investment | 521,758 | 483,101 |
Total Non-current Assets | 9,079,929 | 8,919,441 |
Total Assets | 10,366,266 | 10,490,536 |
CURRENT LIABILITIES: | ||
Accrued professional fees | 1,212,822 | 1,243,190 |
Accrued research and development fees | 513,533 | 650,000 |
Accrued payroll liability and directors’ compensation | 154,292 | 488,083 |
Accrued liabilities and other payables | 297,777 | 226,759 |
Accrued liabilities and other payables - related parties | 267,956 | 149,194 |
Operating lease obligation | 76,379 | |
Tenants’ security deposit | 69,634 | 78,237 |
Total Current Liabilities | 2,592,393 | 2,835,463 |
NON-CURRENT LIABILITIES: | ||
Operating lease obligation - noncurrent portion | 66,954 | |
Note payable - related party | 390,000 | 590,000 |
Loan payable - related party | 3,200,000 | 2,600,000 |
Total Non-current Liabilities | 3,656,954 | 3,190,000 |
Total Liabilities | 6,249,347 | 6,025,463 |
Commitments and Contingencies - (Note 17) | ||
EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2020 and 2019 | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 82,795,297 shares issued and 82,275,297 shares outstanding at December 31, 2020; 76,730,802 shares issued and 76,210,802 shares outstanding at December 31, 2019 | 8,279 | 7,673 |
Additional paid-in capital | 46,856,447 | 34,593,006 |
Less: common stock held in treasury, at cost; 520,000 shares at December 31, 2020 and 2019 | (522,500) | (522,500) |
Accumulated deficit | (42,041,375) | (29,361,937) |
Statutory reserve | 6,578 | 6,578 |
Accumulated other comprehensive loss - foreign currency translation adjustment | (190,510) | (257,747) |
Total Avalon GloboCare Corp. stockholders’ equity | 4,116,919 | 4,465,073 |
Non-controlling interest | ||
Total Equity | 4,116,919 | 4,465,073 |
Total Liabilities and Equity | $ 10,366,266 | $ 10,490,536 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 82,795,297 | 76,730,802 |
Common stock, outstanding | 82,275,297 | 76,210,802 |
Treasury stock | 520,000 | 520,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | ||
Real property rental | $ 1,206,854 | $ 1,155,677 |
Medical related consulting services - related parties | 170,908 | 355,544 |
Development services and sales of developed products | 35,084 | |
Total Revenues | 1,377,762 | 1,546,305 |
COSTS AND EXPENSES | ||
Real property operating expenses | 851,754 | 818,662 |
Medical related consulting services - related parties | 135,805 | 284,472 |
Development services and sales of developed products | 103,258 | |
Total Costs and Expenses | 987,559 | 1,206,392 |
REAL PROPERTY OPERATING INCOME | 355,100 | 337,015 |
GROSS PROFIT FROM MEDICAL RELATED CONSULTING SERVICES | 35,103 | 71,072 |
GROSS LOSS FROM DEVELOPMENT SERVICES AND SALES OF DEVELOPED PRODUCTS | (68,174) | |
Total Gross Profit | 390,203 | 339,913 |
OTHER OPERATING EXPENSES: | ||
Professional fees | 6,553,009 | 5,994,129 |
Compensation and related benefits | 4,156,150 | 8,743,691 |
Research and development expenses | 883,855 | 1,781,869 |
Other general and administrative | 1,251,208 | 2,187,443 |
Impairment loss | 1,010,011 | |
Total Other Operating Expenses | 12,844,222 | 19,717,143 |
LOSS FROM OPERATIONS | (12,454,019) | (19,377,230) |
OTHER (EXPENSE) INCOME | ||
Interest expense | (33,714) | |
Interest expense - related party | (168,762) | (49,194) |
Change in fair value of warrants liabilities | 2,817,241 | |
Financing expense | (525,418) | |
Loss from equity method investment | (51,673) | (55,776) |
Loss from noncontrolling interest deficit adjustment | (862,200) | |
Other (expense) income | (4,984) | 16,130 |
Total Other (Expense) Income, net | (225,419) | 1,307,069 |
LOSS BEFORE INCOME TAXES | (12,679,438) | (18,070,161) |
INCOME TAXES | ||
NET LOSS | (12,679,438) | (18,070,161) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | (12,679,438) | (18,070,161) |
COMPREHENSIVE LOSS: | ||
NET LOSS | (12,679,438) | (18,070,161) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Unrealized foreign currency translation gain (loss) | 67,237 | (20,887) |
COMPREHENSIVE LOSS | (12,612,201) | (18,091,048) |
LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $ (12,612,201) | $ (18,091,048) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
Basic and diluted (in Dollars per share) | $ (0.16) | $ (0.24) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 79,508,149 | 75,116,895 |
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 |
Balance at Dec. 31, 2018 | $ 7,383 | $ 24,153,378 | $ (522,500) | $ (11,291,776) | $ 6,578 | $ (236,860) | $ (862,200) | $ 11,254,003 | |
Balance (in Shares) at Dec. 31, 2018 | 73,830,751 | (520,000) | |||||||
Noncontrolling interest deficit adjustment | $ 862,200 | 862,200 | |||||||
Issuance of common stock upon cashless exercise of stock warrants | $ 35 | (35) | |||||||
Issuance of common stock upon cashless exercise of stock warrants (in Shares) | 350,856 | ||||||||
Issuance of common stock upon cashless exercise of stock options | $ 16 | (16) | |||||||
Issuance of common stock upon cashless exercise of stock options (in Shares) | 158,932 | ||||||||
Sale of common stock, net | $ 185 | 1,672,903 | 1,673,088 | ||||||
Sale of common stock, net (in Shares) | 1,852,883 | ||||||||
Issuance of common stock for services | $ 54 | 1,318,546 | 1,318,600 | ||||||
Issuance of common stock for services | 537,380 | ||||||||
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) | |||||||
Balance at Dec. 31, 2019 | $ 7,673 | 34,593,006 | $ (522,500) | (29,361,937) | 6,578 | (257,747) | 4,465,073 | ||
Balance (in Shares) at Dec. 31, 2019 | 76,730,802 | (520,000) | |||||||
Sale of common stock, net | $ 456 | 7,405,019 | 7,405,475 | ||||||
Sale of common stock, net (in Shares) | 4,558,574 | ||||||||
Issuance of common stock for services | $ 150 | 1,892,370 | 1,892,520 | ||||||
Issuance of common stock for services | 1,505,921 | ||||||||
Stock-based compensation | 2,966,052 | 2,966,052 | |||||||
Foreign currency translation adjustment | 67,237 | 67,237 | |||||||
Net loss for the year | (12,679,438) | (12,679,438) | |||||||
Balance at Dec. 31, 2020 | $ 8,279 | $ 46,856,447 | $ (522,500) | $ (42,041,375) | $ 6,578 | $ (190,510) | $ 4,116,919 | ||
Balance (in Shares) at Dec. 31, 2020 | 82,795,297 | (520,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,679,438) | $ (18,070,161) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt provision | 55,133 | |
Depreciation and amortization | 314,780 | 506,744 |
Amortization of straight-line rent receivable | 7,554 | |
Amortization of use-of-right asset | 63,695 | |
Stock-based compensation and service expense | 5,494,033 | 9,209,147 |
Loss from equity method investment | 51,673 | 55,776 |
Loss on fixed assets disposal | 2,679 | 344 |
Changes in warrants derivative liabilities | (2,817,241) | |
Allocated financing costs | 525,418 | |
Impairment loss | 1,010,011 | |
Loss from noncontrolling interest deficit adjustment | 862,200 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,948 | |
Accounts receivable - related party | 217,394 | (217,080) |
Rent receivable | (82,174) | (80,510) |
Prepaid expenses - related parties | 34,043 | |
Prepaid expenses and other current assets | (206,632) | 480,460 |
Security deposit | 102,102 | |
Accrued liabilities and other payables | (837,261) | 1,230,029 |
Accrued liabilities and other payables - related parties | 118,762 | 72,362 |
Operating lease obligation | (57,695) | |
Tenants’ security deposit | (8,603) | 11,537 |
NET CASH USED IN OPERATING ACTIVITIES | (7,546,100) | (7,079,871) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (377,454) | |
Improvement of commercial real estate | (111,213) | (16,321) |
Additional investment in equity method investment | (57,972) | (159,192) |
NET CASH USED IN INVESTING ACTIVITIES | (169,185) | (552,967) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds received from note payable - related party | 1,000,000 | |
Repayments of note payable - related party | (200,000) | (410,000) |
Proceeds received from loan payable - related party | 600,000 | 2,600,000 |
Repurchase of warrants | (1,400,000) | |
Proceeds received from offering | 7,804,099 | 6,273,744 |
Disbursements for offering costs | (539,818) | (908,834) |
Repayments of loan payable | (1,000,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 7,664,281 | 6,154,910 |
EFFECT OF EXCHANGE RATE ON CASH | 12,690 | (9,468) |
NET DECREASE IN CASH | (38,314) | (1,487,396) |
CASH - beginning of year | 764,891 | 2,252,287 |
CASH - end of year | 726,577 | 764,891 |
Cash paid for: | ||
Interest | 50,000 | 109,056 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment acquired on credit as payable | 80,190 | |
Common stock issued for future services | 34,629 | 124,583 |
Common stock issued for accrued liabilities | $ 187,725 | $ 116,575 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
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 were accredited investors (“AHS Shareholders”) pursuant to which we acquired 100% of the outstanding securities of AHS in exchange for 50,000,000 shares of the Company’s common stock (the “AHS Acquisition”). AHS was incorporated on May 18, 2015 under the laws of the State of Delaware. For accounting purposes, AHS was the surviving entity. The transaction was accounted for as a recapitalization of AHS pursuant to which AHS was treated as the accounting acquirer, surviving and continuing entity although the Company is the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of AHS and its wholly-owned subsidiary, Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) immediately following the consummation of this reverse merger transaction. AHS owns 100% of the capital stock of Avalon Shanghai, which is a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”). Avalon Shanghai was incorporated on April 29, 2016 and is engaged in medical related consulting services for customers. The Company is a clinical-stage, vertically integrated, leading CellTech bio-developer dedicated to advancing and empowering innovative, transformative immune effector cell therapy, exosome technology, as well as COVID-19 related diagnostics and therapeutics. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients’ growth and development, as well as competitiveness in healthcare and CellTech industry markets. Through its subsidiary structure with unique integration of verticals from innovative R&D to automated bioproduction and accelerated clinical development, the Company is establishing a leading role in the fields of cellular immunotherapy (including CAR-T/NK), exosome technology (ACTEX™), and regenerative therapeutics. On January 23, 2017, the Company incorporated Avalon (BVI) Ltd., a British Virgin Island company. There was no activity for the subsidiary since its incorporation through December 31, 2020. 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. Currently, the occupancy rate of the building is 83.7%. On July 31, 2017, the Company formed Genexosome Technologies Inc. (“Genexosome”) in Nevada. Genexosome is engaged in developing proprietary diagnostic and therapeutic products using exosomes. Effective October 25, 2017, Genexosome owns 100% of the capital stock of Beijing Jieteng (Genexosome) Biotech Co., Ltd., a corporation incorporated in the People’s Republic of China on August 7, 2015 (“Beijing Genexosome”), and the Company holds 60% of Genexosome and Dr. Yu Zhou holds 40% of Genexosome. Beijing Genexosome is engaged in providing development services and selling developed items to customers in China. 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, 2020. Details of the Company’s subsidiaries which are included in these consolidated financial statements as of December 31, 2020 are as follows: Name of Subsidiary Place and date of Percentage of 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, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN CONDITION | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN CONDITION Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The Company is a clinical-stage, vertically integrated, leading CellTech bio-developer dedicated to advancing and empowering innovative, transformative immune effector cell therapy, exosome technology, as well as COVID-19 related diagnostics and therapeutics. The Company also provides strategic advisory and outsourcing services to facilitate and enhance its clients’ growth and development, as well as competitiveness in healthcare and CellTech industry markets. Through its subsidiary structure with unique integration of verticals from innovative R&D to automated bioproduction and accelerated clinical development, the Company is establishing a leading role in the fields of cellular immunotherapy (including CAR-T/NK), exosome technology (ACTEX™), and regenerative therapeutics. In addition, the Company owns commercial real estate that houses its headquarters in Freehold, New Jersey and provides outsourced, customized international healthcare services to the rapidly changing health care industry primarily focused in the People’s Republic of China. As reflected in the accompanying consolidated financial statements, the Company has incurred recurring net loss and generated negative cash flow from operating activities of $12,679,438 and $7,546,100 for the year ended December 31, 2020, 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 few 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 occurrence of an uncontrollable event such as the COVID-19 pandemic had negatively impact on the Company’s operations. Some tenants have delayed on rent payment and our occupancy of our rental property has decreased in 2020. Most tenants are paid up to date and our occupancy has increased from 83.7% to 89.4% in subsequent period. Our general development operations have continued during the COVID-19 pandemic and we have not had significant disruption. However, we are uncertain if the COVID-19 pandemic will impact future operations at our laboratory, or our ability to collaborate with other laboratories and universities. In addition, we are unsure if the COVID-19 pandemic will impact future clinical trials. Given the dynamic nature of these circumstances, the duration of business disruption and reduced traffic, the related financial effect cannot be reasonably estimated at this time but is expected to adversely impact the Company’s business for the year of 2021. 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, 2020 | |
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, 2020 and 2019 include the useful life of property and equipment and investment in real estate, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, 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 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 $ - The carrying amounts reported in the consolidated balance sheets for cash, rent receivable, accrued liabilities and other payables, accrued liabilities and other payables – related parties, operating lease obligation, tenants’ security deposit, approximate their fair market value as of December 31, 2020 and 2019 based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents At December 31, 2020 and 2019, the Company’s cash balances by geographic area were as follows: Country: December 31, December 31, United States $ 559,711 77.0 % $ 371,929 48.6 % China 166,866 23.0 % 392,962 51.4 % Total cash $ 726,577 100.0 % $ 764,891 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2020 and 2019. Credit Risk and Uncertainties A portion of the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $77,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2020, cash balances held in the PRC are RMB 1,089,733 (approximately $167,000), of which, RMB 563,458 (approximately $86,000) was not covered by such limited insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At December 31, 2020, the Company’s cash balances in United States bank accounts had approximately $51,000 in excess of the federally-insured limits. 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. Rent Receivable and Allowance for Doubtful Accounts Rent receivable is presented net of an allowance for doubtful accounts. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its rent receivable at December 31, 2020 and 2019. Deferred financing costs Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2020 and 2019, deferred financing costs amounted to $222,141 and $311,177, respectively. Deferred leasing costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. Property and Equipment Property and equipment are carried at cost 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 7 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, 2020. 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, 2020 and 2019, deferred rental income totaled $23,510 and $13,136, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets. 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 and comprehensive loss. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606’s 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 goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. 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 included in rent receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Disaggregation of Revenue In the following tables, revenue is disaggregated by segment: For the Year Ended December 31, 2020 Medical Related Development Services Total Medical related consulting services $ 170,908 $ - $ 170,908 Development services and sales of developed products - - - Total revenues $ 170,908 $ - $ 170,908 For the Year Ended December 31, 2019 Medical Related Development Services Total Medical related consulting services $ 355,544 $ - $ 355,544 Development services and sales of developed products - 35,084 35,084 Total revenues $ 355,544 $ 35,084 $ 390,628 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 paid under the lease is recorded as prepaid expenses in the consolidated balance sheets. The Company begins recording rent expense on the lease possession date. Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. Medical Related Consulting Services Costs Costs of medical related consulting services include the cost of labor and related benefits, travel expenses related to consulting services, other related consulting costs, and other overhead costs. Development Services and Sales of Developed Products Costs Costs of development services and sales of developed items include inventory costs, materials and supplies costs, labor and related benefits, depreciation, 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 $883,855 and $1,781,869 in the years ended December 31, 2020 and 2019, respectively. Advertising Costs All costs related to advertising are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising costs amounted to $294,352 and $685,064, 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, 2020 and 2019, 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, 2020, 2019 and 2018. 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, 2020 and 2019. 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, 2020 and 2019 were translated at 6.5306 RMB and 6.9632 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, 2020 and 2019 were 6.8999 RMB and 6.9099 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, 2020 and 2019 consisted of net loss and unrealized gain/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, 2020 2019 Stock options 7,140,000 5,260,000 Warrants - 2,293,179 Potentially dilutive securities 7,140,000 7,553,179 Non-controlling Interest As of December 31, 2020, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. 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 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”). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2020 and 2019, prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid professional fees $ 78,639 $ 153,478 Prepaid research and development fees 60,610 - Prepaid directors and officers liability insurance premium 64,929 4,990 Prepaid VAT on purchase 40,446 40,602 Security deposit 26,493 24,847 Other 31,107 27,223 Total $ 302,224 $ 251,140 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT At December 31, 2020 and 2019, property and equipment consisted of the following: Useful life December 31, 2020 December 31, 2019 Laboratory equipment 5 Years $ 741,842 $ 705,982 Office equipment and furniture 3 – 10 Years 39,573 38,681 781,415 744,663 Less: accumulated depreciation (302,300 ) (143,238 ) $ 479,115 $ 601,425 For the years ended December 31, 2020 and 2019, depreciation expense of property and equipment amounted to $145,603 and $100,540, respectively, of which, $3,276 and $3,276 was included in real property operating expenses, $0 and $39,070 was included in costs of development services and sales of developed products, $70,241 and $30,947 was included in other operating expenses, and $72,086 and $27,247 was included in research and development expense, respectively. |
Investment in Real Estate
Investment in Real Estate | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
INVESTMENT IN REAL ESTATE | NOTE 6 – INVESTMENT IN REAL ESTATE Useful life December 31, 2020 December 31, 2019 Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 527,010 407,827 8,235,581 8,116,398 Less: accumulated depreciation (549,895 ) (380,718 ) $ 7,685,686 $ 7,735,680 For the years ended December 31, 2020 and 2019, depreciation expense of this commercial real property amounted to $169,177 and $160,527, which was included in real property operating expenses. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 7 – EQUITY METHOD INVESTMENT As of December 31, 2020 and 2019, the equity method investment amounted to $521,758 and $483,101, respectively. The investment represents the Company’s subsidiary, Avalon Shanghai’s interest in Epicon Biotech Co., Ltd. (“Epicon”). Epicon was incorporated on August 14, 2018 in PRC. Avalon Shanghai and the other unrelated company, Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), accounted for 40% and 60% of the total ownership, respectively. Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. The Company treats the equity investment in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. For the years ended December 31, 2020 and 2019, the Company’s share of Epicon’s net loss was $51,673 and $55,776, 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, 2019 $ 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 Payment made for equity method investment 57,972 Epicon’s net loss attributable to the Company (51,673 ) Foreign currency fluctuation 32,358 Equity investment carrying amount at December 31, 2020 $ 521,758 The tables below present the summarized financial information, as provided to the Company by the investee, for the unconsolidated company: December 31, December 31, Current assets $ 13,023 $ 77,272 Noncurrent assets 264,390 247,590 Current liabilities 6,615 324 Noncurrent liabilities - - Equity 270,798 324,538 For the Years Ended 2020 2019 Net revenue $ - $ - Gross profit - - Loss from operation 129,316 139,439 Net loss 129,183 139,439 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 8 – ACCRUED LIABILITIES AND OTHER PAYABLES At December 31, 2020 and 2019, accrued liabilities and other payables consisted of the following: December 31, December 31, Accrued professional fees $ 1,212,822 $ 1,243,190 Accrued research and development fees 513,533 650,000 Accrued payroll liability and directors’ compensation 154,292 488,083 Accounts payable 87,190 84,316 Accrued tenants’ improvement reimbursement 81,900 - Deferred rental income 23,510 13,136 Other 105,177 129,307 $ 2,178,424 $ 2,608,032 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Medical Related Consulting Services Revenue from Related Parties and Accounts Receivable – Related Party During the years ended December 31, 2020 and 2019, medical related consulting services revenue from related parties was as follows: Years Ended December 31, 2020 2019 Medical related consulting services provided to: Beijing Daopei * $ - $ 54,909 Shanghai Daopei * 170,908 13,926 Hebei Daopei * - 286,709 $ 170,908 $ 355,544 *Beijing Daopei, Shanghai Daopei, and Hebei Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. As of December 31, 2020, accounts receivable – related party was $0. Accounts receivable – related party at December 31, 2019 amounted to $215,418 and no allowance for doubtful accounts was deemed to be required on accounts receivable – related party at December 31, 2019. Accrued Liabilities and Other Payables – Related Parties The Company acquired Beijing Genexosome for a cash payment of $450,000. As of December 31, 2020 and 2019, the unpaid acquisition consideration of $100,000, was payable to Dr. Yu Zhou, former director and former co-chief executive officer and 40% owner of Genexosome, and has been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. As of December 31, 2020 and 2019, 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 $167,956 and $49,194, respectively, and have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Borrowings from Related Party Promissory Note On March 18, 2019, the Company issued Wenzhao Lu, the Company’s largest shareholder and Chairman of the Board of Directors, a Promissory Note in the principal amount of $1,000,000 (“Promissory Note”) in consideration of cash in the amount of $1,000,000. The Promissory Note accrues interest at the rate of 5% per annum and matures March 19, 2022. The Company repaid principal of $410,000 and $200,000 in the third quarter of 2019 and second quarter of 2020, respectively. As of December 31, 2020 and 2019, the outstanding principal balance was $390,000 and $590,000, respectively. Line of Credit On August 29, 2019, the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) providing the Company with a $20 million line of credit (the “Line of Credit”) from Wenzhao Lu (the “Lender”), the largest shareholder and Chairman of the Board of Directors of the Company. The Line of Credit allows the Company to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes until the facility matures on December 31, 2024. The loans are unsecured and are not convertible into equity of the Company. Loans drawn under the Line of Credit bears interest at an annual rate of 5% and each individual loan will be payable three years from the date of issuance. The Company has a right to draw down on the line of credit and not at the discretion of the related party Lender. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to maturity, without premium or penalty. The Line of Credit Agreement includes customary events of default. If any such event of default occurs, the Lender may declare all outstanding loans under the Line of Credit to be due and payable immediately. As of December 31, 2020 and 2019, $3,200,000 and $2,600,000 was outstanding under the Line of Credit, respectively. For the years ended December 31, 2020 and 2019, the interest expense related to above borrowings amounted to $168,762 and $49,194, respectively, and has been included in interest expense – related party on the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2020 and 2019, the related accrued and unpaid interest for above borrowings was $167,956 and $49,194, respectively, and has been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. Common Shares Sold to Related Party On April 1, 2020, the Company sold 645,161 shares of its common stock to WLM Limited (“WLM”), an entity owned by Wenzhao Lu, Chairman of the Board of Directors of the Company, at a price per share of $1.55, the fair market value on transaction date, for an aggregate purchase price of $1,000,000 (See Note 11 – Common Shares Sold for Cash). 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, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – 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 $2,005,685 as of December 31, 2020, which is included in the consolidated accumulated deficit. The Company’s loss before income taxes includes the following components: Years Ended December 31, 2020 2019 United States loss before income taxes $ (12,041,331 ) $ (17,310,582 ) China loss before income taxes (638,107 ) (759,579 ) Total loss before income taxes $ (12,679,438 ) $ (18,070,161 ) Components of income taxes expense (benefit) consisted of the following: Years Ended December 31, 2020 2019 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (2,333,680 ) $ (5,198,535 ) U.S. state and local (790,117 ) (1,760,074 ) China (132,578 ) (356,929 ) Total deferred income taxes (benefit) $ (3,256,375 ) $ (7,315,538 ) Change in valuation allowance 3,256,375 7,315,538 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, 2020 and 2019: Years Ended December 31, 2020 2019 U.S. federal rate 21.0 % 21.0 % U.S. state rate 6.8 % 7.5 % Non-deductible expenses - 2.1 % Non-US rate differential 0.2 % 0.3 % Prior year true-up 0.0 % 9.7 % U.S. valuation allowance (28.0 )% (40.6 )% Total provision for income taxes 0.0 % 0.0 % For the years ended December 31, 2020 and 2019, 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, 2020 and 2019. The Company’s components of deferred taxes as of December 31, 2020 and 2019 were as follows: December 31, December 31, Deferred tax assets Stock-based compensation $ 3,667,375 $ 2,998,918 Disallowed business interest deduction 33,384 88,365 Lease liability 40,291 - Net operating loss carryforward 9,079,127 6,363,489 Total deferred tax assets, gross 12,820,177 9,450,772 Valuation allowance (12,649,005 ) (9,392,630 ) Total deferred tax assets, net $ 171,172 $ 58,142 Deferred tax liabilities Fixed assets book/tax basis difference (132,568 ) (58,142 ) Right-of-use assets (38,604 ) - Total deferred tax liabilities $ (171,172 ) $ (58,142 ) Net deferred tax assets $ - $ - As of December 31, 2020, the Company’s both federal and state net operating loss carryforwards amounted to $30,557,167. As of December 31, 2020, the Company has $28,079,726 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 2035. As of December 31, 2020, the Company had net operating loss carryforwards in China of $1,958,029 that begin to expire in 2023. Additionally, as of December 31, 2020, $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, 2020 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 2018 to 2020. There were no material uncertain tax positions as of December 31, 2020 and 2019. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense, if any. The Company does not have any significant uncertain tax positions or events leading to uncertainty in a tax position. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 11 – EQUITY 2020 Incentive Stock Plan The Company held its annual meeting on August 4, 2020. During its annual meeting, the Company approved 2020 Incentive Stock Plan and reserved 5,000,000 shares of common stock for issuance thereunder. 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. Common Shares Sold for Cash On December 13, 2019, the Company entered into an Open Market Sale Agreement SM On April 1, 2020, the Company entered into a Subscription Agreement with WLM, an entity owned by Wenzhao 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, the fair market value on transaction date, for an aggregate purchase price of $1,000,000. The closing occurred on April 1, 2020. 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 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. Common Shares Issued for Services 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. During the year ended December 31, 2020, the Company issued a total of 1,505,921 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,892,520, 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 $1,670,166 for the year ended December 31, 2020 and reduced accrued liabilities of $187,725 and recorded prepaid expense of $34,629 as of December 31, 2020 which will be amortized over the rest of corresponding service periods. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2020: Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.50 2,000,000 6.11 $ 0.50 2,000,000 $ 0.50 1.00 – 1.93 2,370,000 5.73 1.45 2,151,666 1.48 2.00 – 2.80 2,740,000 2.76 2.17 2,740,000 2.17 4.76 30,000 3.26 4.76 30,000 4.76 $0.50 – 4.76 7,140,000 4.69 $ 1.48 6,921,666 $ 1.48 Stock option activities for the years ended December 31, 2020 and 2019 were as follows: Number of Weighted Outstanding at January 1, 2019 2,840,000 $ 0.77 Granted 2,620,000 2.17 Terminated / Exercised / Expired (200,000 ) (1.00 ) Outstanding at December 31, 2019 5,260,000 1.45 Granted 1,960,000 1.52 Terminated / Exercised / Expired (80,000 ) (1.00 ) Outstanding at December 31, 2020 7,140,000 $ 1.48 Options exercisable at December 31, 2020 6,921,666 $ 1.48 Options expected to vest 218,334 $ 1.18 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at December 31, 2020 was $1,277,200. The fair values of options granted during the year ended December 31, 2020 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 131.16% - 139.58%, risk-free rate of 0.20% - 1.67%, annual dividend yield of 0% and expected life of 3.00 – 10.00 years. The aggregate fair value of the options granted during the year ended December 31, 2020 was $2,878,773. 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 $2,966,052 and $7,448,230, of which, $2,669,729 and $6,802,896 was recorded as compensation and related benefits, $240,354 and $640,978 was recorded as professional fees, $55,969 and $4,356 was recorded as research and development expenses, for the years ended December 31, 2020 and 2019, respectively. A summary of the status of the Company’s nonvested stock options granted as of December 31, 2020 and changes during the years ended December 31, 2020 and 2019 is presented below: Number of Weighted Nonvested at January 1, 2019 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 Granted 1,960,000 1.52 Vested (2,006,389 ) (1.62 ) Nonvested at December 31, 2020 218,334 $ 1.18 Warrants There were no stock warrants issued, terminated/forfeited and exercised during the year ended December 31, 2020. Stock warrants activities during the year ended December 31, 2019 were as follows: Number of Weighted Outstanding at January 1, 2019 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, 2020 | |
Statutory Reserve [Abstract] | |
STATUTORY RESERVE | NOTE 12 – 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, 2020 and 2019 as they incurred net losses in these periods. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 13 – NONCONTROLLING INTEREST As of December 31, 2020, Dr. Yu Zhou, former director and former co-chief executive officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. In 2019, the Company made a noncontrolling interest deficit adjustment of $862,200 since t he Company determined that the noncontrolling interest holder does not have the ability to satisfy the deficit, which adjusted the balance of noncontrolling interest to zero. During the years ended December 31, 2020 and 2019, the Company did not allocate any net loss and foreign currency translation adjustment to the noncontrolling interest holder due to its inability to satisfy these deficits. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Net Assets [Abstract] | |
RESTRICTED NET ASSETS | NOTE 14 – 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, 2020 and 2019 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, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15 – 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, 2020 and 2019. Years Ended December 31, Customer 2020 2019 A (Shanghai Daopei, a related party) 12 % * B (Hebei Daopei, a related party) * 19 % C 24 % 26 % D 16 % 14 % E 12 % 11 % *Less than 10% Two customers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2020, accounted for 78.3% of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2020. Two customers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2019, accounted for 93.0% of the Company’s total outstanding accounts receivable, accounts receivable – related party, and rent receivable at December 31, 2019. Suppliers No supplier accounted for 10% or more of the Company’s purchase during the years ended December 31, 2020 and 2019. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable at December 31, 2020, accounted for 93.6% of the Company’s total outstanding accounts payable at December 31, 2020. 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. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 16 – SEGMENT INFORMATION For the years ended December 31, 2020 and 2019, 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, 2020 and 2019 was as follows: Years Ended December 31, 2020 2019 Revenues Real property operations $ 1,206,854 $ 1,155,677 Medical related consulting services 170,908 355,544 Development services and sales of developed products - 35,084 Total 1,377,762 1,546,305 Costs and expenses Real property operations 851,754 818,662 Medical related consulting services 135,805 284,472 Development services and sales of developed products - 103,258 Total 987,559 1,206,392 Gross profit (loss) Real property operations 355,100 337,015 Medical related consulting services 35,103 71,072 Development services and sales of developed products - (68,174 ) Total 390,203 339,913 Other operating expenses Real property operations 418,863 325,637 Medical related consulting services 577,962 628,625 Development services and sales of developed products 123,546 1,652,840 Corporate/Other 11,723,851 17,110,041 Total 12,844,222 19,717,143 Other income (expense) Interest expense Real property operations - (32,877 ) Corporate/Other (168,762 ) (50,031 ) Total (168,762 ) (82,908 ) Other income (expense) Real property operations (921 ) 2,182 Medical related consulting services (55,964 ) (40,459 ) Development services and sales of developed products 228 (1,369 ) Corporate/Other - 1,429,623 Total (56,657 ) 1,389,977 Total other (expense) income (225,419 ) 1,307,069 Net loss Real property operations 64,684 19,317 Medical related consulting services 598,823 598,012 Development services and sales of developed products 123,318 1,722,383 Corporate/Other 11,892,613 15,730,449 Total $ 12,679,438 $ 18,070,161 Identifiable long-lived tangible assets at December 31, 2020 and 2019 December 31, December 31, Real property operations $ 7,771,403 $ 7,750,743 Medical related consulting services 223,459 263,621 Development services and sales of developed products 243,869 322,741 Total $ 8,238,731 $ 8,337,105 Identifiable long-lived tangible assets at December 31, 2020 and 2019 December 31, December 31, United States $ 7,838,877 $ 7,839,093 China 399,854 498,012 Total $ 8,238,731 $ 8,337,105 |
Commitments and Contincengies
Commitments and Contincengies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINCENGIES | NOTE 17 – COMMITMENTS AND CONTINCENGIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed. Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement with Dr. Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems, held by Dr. Zhou pertaining to the business of researching, developing and commercializing exosome technologies. In consideration of the assets, Genexosome paid Dr. Zhou $876,087 in cash, transferred 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 civil case against Avalon is stayed pending resolution of the criminal proceedings against Dr. Zhou and Li Chen, 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 Avalon Shanghai Office Lease 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 $8,000) with a required security deposit of RMB 164,764 (approximately $25,000). In addition, Avalon Shanghai needs to pay monthly maintenance fees of RMB 4,336 (approximately $700). The term of the Beijing Office Lease was 12 months commencing on March 1, 2020 and expired on February 28, 2021. As of December 31, 2020, the future minimum rental payment required under this Beijing Office Lease is $16,820. For the years ended December 31 2020 and 2019, rent expense and maintenance fees related to Avalon Shanghai office lease amounted to approximately $91,000 and $90,000, respectively. Operating Lease for General Business In December 2019, the Company entered into a lease in New York, U.S., with a third party (the “New York Lease”). Pursuant to the New York Lease, the monthly rent is $6,000. The term of the New York Lease is 3 years commencing on January 1, 2020 and expires on December 31, 2022. For the year ended December 31, 2020, rent expense related to the New York Lease amounted to $72,000. Operating lease right-of-use asset related to the New York Lease is included in “Right-of-use asset, operating lease” on the accompanying consolidated balance sheets. With respect to lease liability, operating lease liability is included in “Operating lease obligation” and “Operating lease obligation – noncurrent portion,” on the accompanying consolidated balance sheets. The Company’s leases as of December 31, 2019 did not meet the requirements to be recorded as a right-of-use asset and operating lease obligation as they were immaterial and less than 12 months in term. Supplemental cash flow information related to the New York lease for the year ended December 31, 2020 is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 66,000 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 201,028 Supplemental balance sheet information related to the New York Lease as of December 31, 2020 is as follows: Operating Lease: Operating lease right-of-use asset $ 137,333 Current portion of operating lease liability $ 76,379 Long-term operating lease liability 66,954 Total operating lease liability $ 143,333 Weighted Average Remaining Lease Term (in years): Operating lease 2.00 Weighted Average Discount Rate: Operating lease 5.0 % The following table summarizes the maturity of lease liability under the New York Lease as of December 31, 2020: For the Year Ending December 31: Operating 2021 $ 72,000 2022 72,000 2023 and thereafter - Total lease payments 144,000 Amount of lease payments representing interest (6,667 ) Total present value of operating lease liability $ 137,333 Equity Investment Commitment On May 29, 2018, Avalon Shanghai entered into a Joint Venture Agreement with Jiangsu Unicorn Biological Technology Co., Ltd. (“Unicorn”), pursuant to which a company named Epicon Biotech Co., Ltd. (“Epicon”) was formed on August 14, 2018. Epicon is owned 60% by Unicorn and 40% by Avalon Shanghai. Within five years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2020, Avalon Shanghai has contributed RMB 4,500,000 (approximately $0.7 million) that was included in equity method investment on the accompanying consolidated balance sheets. The Company intends to use its present working capital together with borrowings from related party and equity raises to fund the project cost. Joint Venture – 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 $0.8 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 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, 2020 and 2019, Avactis has paid $900,000 and $600,000 to Arbele as research and development fee, respectively. As of December 31, 2020, 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. As of December 31, 2020, $3,200,000 was outstanding under the Line of Credit. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On December 13, 2019, the Company entered into an Open Market Sale Agreement SM In January 2021, the Company issued a total of 300,000 shares of its common stock for services rendered. These shares were valued at $360,000, the fair market values on the grant dates using the reported closing share prices on the dates of grant and the Company reduced accrued liabilities of $360,000. On February 2 2, 2021, 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 37,578 (approximately $6,000) with a required security deposit of RMB 125,741 (approximately $19,000). In addition, Avalon Shanghai needs to pay monthly maintenance fees of RMB 4,336 (approximately $700). The term of the Beijing Office Lease is 24 months commencing on March 1, 2021 and expires on February 28, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 include the useful life of property and equipment and investment in real estate, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and the associated valuation allowances, 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 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 $ - The carrying amounts reported in the consolidated balance sheets for cash, rent receivable, accrued liabilities and other payables, accrued liabilities and other payables – related parties, operating lease obligation, tenants’ security deposit, approximate their fair market value as of December 31, 2020 and 2019 based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents At December 31, 2020 and 2019, the Company’s cash balances by geographic area were as follows: Country: December 31, December 31, United States $ 559,711 77.0 % $ 371,929 48.6 % China 166,866 23.0 % 392,962 51.4 % Total cash $ 726,577 100.0 % $ 764,891 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2020 and 2019. |
Credit Risk and Uncertainties | Credit Risk and Uncertainties A portion of the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $77,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At December 31, 2020, cash balances held in the PRC are RMB 1,089,733 (approximately $167,000), of which, RMB 563,458 (approximately $86,000) was not covered by such limited insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At December 31, 2020, the Company’s cash balances in United States bank accounts had approximately $51,000 in excess of the federally-insured limits. 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. |
Rent Receivable and Allowance for Doubtful Accounts | Rent Receivable and Allowance for Doubtful Accounts Rent receivable is presented net of an allowance for doubtful accounts. Rent receivable balance consists of base rents, tenant reimbursements and receivables arising from straight-lining of rents represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. An allowance for the uncollectible portion of rent receivable is determined based upon an analysis of the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in Freehold, New Jersey in which the property is located. Management believes that the rent receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its rent receivable at December 31, 2020 and 2019. |
Deferred financing costs | Deferred financing costs Deferred financing costs consist of legal, accounting and other costs that are directly related to the Company’s open market sale equity financing and will be charged to stockholders’ equity upon the completion of the equity offering. As of December 31, 2020 and 2019, deferred financing costs amounted to $222,141 and $311,177, respectively. |
Deferred leasing costs | Deferred leasing costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives and leasing commissions. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost 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 7 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, 2020. |
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, 2020 and 2019, deferred rental income totaled $23,510 and $13,136, respectively, which were included in accrued liabilities and other payables on the accompanying consolidated balance sheets. |
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 and comprehensive loss. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606’s 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 goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct). ● The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract). If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. 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 included in rent receivable on the consolidated balance sheets. The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. |
Disaggregation of Revenue | Disaggregation of Revenue In the following tables, revenue is disaggregated by segment: For the Year Ended December 31, 2020 Medical Related Development Services Total Medical related consulting services $ 170,908 $ - $ 170,908 Development services and sales of developed products - - - Total revenues $ 170,908 $ - $ 170,908 For the Year Ended December 31, 2019 Medical Related Development Services Total Medical related consulting services $ 355,544 $ - $ 355,544 Development services and sales of developed products - 35,084 35,084 Total revenues $ 355,544 $ 35,084 $ 390,628 |
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 paid under the lease is recorded as prepaid expenses in the consolidated balance sheets. The Company begins recording rent expense on the lease possession date. |
Real Property Operating Expenses | Real Property Operating Expenses Real property operating expenses consist of property management fees, property insurance, real estate taxes, depreciation, repairs and maintenance fees, utilities and other expenses related to the Company’s rental properties. |
Medical Related Consulting Services Costs | Medical Related Consulting Services Costs Costs of medical related consulting services include the cost of labor and related benefits, travel expenses related to consulting services, other related consulting costs, and other overhead 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 include inventory costs, materials and supplies costs, labor and related benefits, depreciation, 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 $883,855 and $1,781,869 in the years ended December 31, 2020 and 2019, respectively. |
Advertising Costs | Advertising Costs All costs related to advertising are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising costs amounted to $294,352 and $685,064, 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, 2020 and 2019, 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, 2020, 2019 and 2018. 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, 2020 and 2019. |
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, 2020 and 2019 were translated at 6.5306 RMB and 6.9632 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, 2020 and 2019 were 6.8999 RMB and 6.9099 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, 2020 and 2019 consisted of net loss and unrealized gain/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, 2020 2019 Stock options 7,140,000 5,260,000 Warrants - 2,293,179 Potentially dilutive securities 7,140,000 7,553,179 |
Non-controlling Interest | Non-controlling Interest As of December 31, 2020, Dr. Yu Zhou, former director and former Co-Chief Executive Officer of Genexosome, who owns 40% of the equity interests of Genexosome, which is not under the Company’s control. |
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. |
Reclassifications | 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 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”). In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes 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, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company's subsidiaries consolidated financial statements | Name of Subsidiary Place and date of Percentage of 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_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of derivative liabilities measured at fair value | Significant Unobservable 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 $ 559,711 77.0 % $ 371,929 48.6 % China 166,866 23.0 % 392,962 51.4 % Total cash $ 726,577 100.0 % $ 764,891 100.0 % |
Schedule of disaggregation of revenue | For the Year Ended December 31, 2020 Medical Related Development Services Total Medical related consulting services $ 170,908 $ - $ 170,908 Development services and sales of developed products - - - Total revenues $ 170,908 $ - $ 170,908 For the Year Ended December 31, 2019 Medical Related Development Services Total Medical related consulting services $ 355,544 $ - $ 355,544 Development services and sales of developed products - 35,084 35,084 Total revenues $ 355,544 $ 35,084 $ 390,628 |
Schedule of the effect of including these potential shares was antidilutive | Years Ended December 31, 2020 2019 Stock options 7,140,000 5,260,000 Warrants - 2,293,179 Potentially dilutive securities 7,140,000 7,553,179 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, December 31, Prepaid professional fees $ 78,639 $ 153,478 Prepaid research and development fees 60,610 - Prepaid directors and officers liability insurance premium 64,929 4,990 Prepaid VAT on purchase 40,446 40,602 Security deposit 26,493 24,847 Other 31,107 27,223 Total $ 302,224 $ 251,140 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful life December 31, 2020 December 31, 2019 Laboratory equipment 5 Years $ 741,842 $ 705,982 Office equipment and furniture 3 – 10 Years 39,573 38,681 781,415 744,663 Less: accumulated depreciation (302,300 ) (143,238 ) $ 479,115 $ 601,425 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Summary of investment in real estate | Useful life December 31, 2020 December 31, 2019 Commercial real property building 39 Years $ 7,708,571 $ 7,708,571 Improvement 12 Years 527,010 407,827 8,235,581 8,116,398 Less: accumulated depreciation (549,895 ) (380,718 ) $ 7,685,686 $ 7,735,680 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investment | Equity investment carrying amount at January 1, 2019 $ 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 Payment made for equity method investment 57,972 Epicon’s net loss attributable to the Company (51,673 ) Foreign currency fluctuation 32,358 Equity investment carrying amount at December 31, 2020 $ 521,758 |
Schedule of financial information | December 31, December 31, Current assets $ 13,023 $ 77,272 Noncurrent assets 264,390 247,590 Current liabilities 6,615 324 Noncurrent liabilities - - Equity 270,798 324,538 |
Schedule of financial information | For the Years Ended 2020 2019 Net revenue $ - $ - Gross profit - - Loss from operation 129,316 139,439 Net loss 129,183 139,439 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other payables | December 31, December 31, Accrued professional fees $ 1,212,822 $ 1,243,190 Accrued research and development fees 513,533 650,000 Accrued payroll liability and directors’ compensation 154,292 488,083 Accounts payable 87,190 84,316 Accrued tenants’ improvement reimbursement 81,900 - Deferred rental income 23,510 13,136 Other 105,177 129,307 $ 2,178,424 $ 2,608,032 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of revenue from related parties | Years Ended December 31, 2020 2019 Medical related consulting services provided to: Beijing Daopei * $ - $ 54,909 Shanghai Daopei * 170,908 13,926 Hebei Daopei * - 286,709 $ 170,908 $ 355,544 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule loss before income taxes | Years Ended December 31, 2020 2019 United States loss before income taxes $ (12,041,331 ) $ (17,310,582 ) China loss before income taxes (638,107 ) (759,579 ) Total loss before income taxes $ (12,679,438 ) $ (18,070,161 ) |
Schedule of income taxes expense (benefit) | Years Ended December 31, 2020 2019 Current: U.S. federal $ - $ - U.S. state and local - - China - - Total current income taxes expense $ - $ - Deferred: U.S. federal $ (2,333,680 ) $ (5,198,535 ) U.S. state and local (790,117 ) (1,760,074 ) China (132,578 ) (356,929 ) Total deferred income taxes (benefit) $ (3,256,375 ) $ (7,315,538 ) Change in valuation allowance 3,256,375 7,315,538 Total income taxes expense $ - $ - |
Schedule of differences between U.S. statutory rate and Company's effective tax rate | Years Ended December 31, 2020 2019 U.S. federal rate 21.0 % 21.0 % U.S. state rate 6.8 % 7.5 % Non-deductible expenses - 2.1 % Non-US rate differential 0.2 % 0.3 % Prior year true-up 0.0 % 9.7 % U.S. valuation allowance (28.0 )% (40.6 )% Total provision for income taxes 0.0 % 0.0 % |
Schedule of deferred income tax assets | December 31, December 31, Deferred tax assets Stock-based compensation $ 3,667,375 $ 2,998,918 Disallowed business interest deduction 33,384 88,365 Lease liability 40,291 - Net operating loss carryforward 9,079,127 6,363,489 Total deferred tax assets, gross 12,820,177 9,450,772 Valuation allowance (12,649,005 ) (9,392,630 ) Total deferred tax assets, net $ 171,172 $ 58,142 Deferred tax liabilities Fixed assets book/tax basis difference (132,568 ) (58,142 ) Right-of-use assets (38,604 ) - Total deferred tax liabilities $ (171,172 ) $ (58,142 ) Net deferred tax assets $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.50 2,000,000 6.11 $ 0.50 2,000,000 $ 0.50 1.00 – 1.93 2,370,000 5.73 1.45 2,151,666 1.48 2.00 – 2.80 2,740,000 2.76 2.17 2,740,000 2.17 4.76 30,000 3.26 4.76 30,000 4.76 $0.50 – 4.76 7,140,000 4.69 $ 1.48 6,921,666 $ 1.48 |
Schedule of stock option activities | Number of Weighted Outstanding at January 1, 2019 2,840,000 $ 0.77 Granted 2,620,000 2.17 Terminated / Exercised / Expired (200,000 ) (1.00 ) Outstanding at December 31, 2019 5,260,000 1.45 Granted 1,960,000 1.52 Terminated / Exercised / Expired (80,000 ) (1.00 ) Outstanding at December 31, 2020 7,140,000 $ 1.48 Options exercisable at December 31, 2020 6,921,666 $ 1.48 Options expected to vest 218,334 $ 1.18 |
Schedule of nonvested stock options granted | Number of Weighted Nonvested at January 1, 2019 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 Granted 1,960,000 1.52 Vested (2,006,389 ) (1.62 ) Nonvested at December 31, 2020 218,334 $ 1.18 |
Schedule of warrants activities | Number of Weighted Outstanding at January 1, 2019 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 - $ - |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of customers | Years Ended December 31, Customer 2020 2019 A (Shanghai Daopei, a related party) 12 % * B (Hebei Daopei, a related party) * 19 % C 24 % 26 % D 16 % 14 % E 12 % 11 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Years Ended December 31, 2020 2019 Revenues Real property operations $ 1,206,854 $ 1,155,677 Medical related consulting services 170,908 355,544 Development services and sales of developed products - 35,084 Total 1,377,762 1,546,305 Costs and expenses Real property operations 851,754 818,662 Medical related consulting services 135,805 284,472 Development services and sales of developed products - 103,258 Total 987,559 1,206,392 Gross profit (loss) Real property operations 355,100 337,015 Medical related consulting services 35,103 71,072 Development services and sales of developed products - (68,174 ) Total 390,203 339,913 Other operating expenses Real property operations 418,863 325,637 Medical related consulting services 577,962 628,625 Development services and sales of developed products 123,546 1,652,840 Corporate/Other 11,723,851 17,110,041 Total 12,844,222 19,717,143 Other income (expense) Interest expense Real property operations - (32,877 ) Corporate/Other (168,762 ) (50,031 ) Total (168,762 ) (82,908 ) Other income (expense) Real property operations (921 ) 2,182 Medical related consulting services (55,964 ) (40,459 ) Development services and sales of developed products 228 (1,369 ) Corporate/Other - 1,429,623 Total (56,657 ) 1,389,977 Total other (expense) income (225,419 ) 1,307,069 Net loss Real property operations 64,684 19,317 Medical related consulting services 598,823 598,012 Development services and sales of developed products 123,318 1,722,383 Corporate/Other 11,892,613 15,730,449 Total $ 12,679,438 $ 18,070,161 |
Schedule of real property operating | Identifiable long-lived tangible assets at December 31, 2020 and 2019 December 31, December 31, Real property operations $ 7,771,403 $ 7,750,743 Medical related consulting services 223,459 263,621 Development services and sales of developed products 243,869 322,741 Total $ 8,238,731 $ 8,337,105 |
Schedule of identifiable long-lived tangible assets | Identifiable long-lived tangible assets at December 31, 2020 and 2019 December 31, December 31, United States $ 7,838,877 $ 7,839,093 China 399,854 498,012 Total $ 8,238,731 $ 8,337,105 |
Commitments and Contincengies (
Commitments and Contincengies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow information | Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating lease $ 66,000 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 201,028 |
Schedule of supplemental balance sheet information | Operating Lease: Operating lease right-of-use asset $ 137,333 Current portion of operating lease liability $ 76,379 Long-term operating lease liability 66,954 Total operating lease liability $ 143,333 Weighted Average Remaining Lease Term (in years): Operating lease 2.00 Weighted Average Discount Rate: Operating lease 5.0 % |
Schedule of maturity of lease liability | For the Year Ending December 31: Operating 2021 $ 72,000 2022 72,000 2023 and thereafter - Total lease payments 144,000 Amount of lease payments representing interest (6,667 ) Total present value of operating lease liability $ 137,333 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Oct. 19, 2016 | Dec. 31, 2020 | Oct. 25, 2017 | Jul. 31, 2017 | |
Organization and Nature of Operations (Details) [Line Items] | ||||
Business acquired percentage | 100.00% | |||
Exchange for common stock (in Shares) | 50,000,000 | |||
Percentage of capital stock | 100.00% | |||
Ownership percentage | 40.00% | |||
Avalon RT 9 Properties, LLC [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Building occupancy rate | 83.70% | |||
Biotech Co., Ltd. [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Ownership percentage | 100.00% | |||
Genexosome Technologies Inc. [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Ownership percentage | 60.00% | |||
Dr. Yu Zhou [Member] | ||||
Organization and Nature of Operations (Details) [Line Items] | ||||
Ownership percentage | 40.00% |
Organization and Nature of Op_4
Organization and Nature of Operations (Details) - Schedule of company's subsidiaries consolidated financial statements | 12 Months Ended |
Dec. 31, 2020 | |
Avalon Healthcare System, Inc. (“AHS”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Delaware May 18, 2015 |
Percentage of Ownership | 100% held by AVCO |
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] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | British Virgin Island January 23, 2017 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Dormant, is in process of being dissolved |
Avalon RT 9 Properties LLC (“Avalon RT 9”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | New Jersey February 7, 2017 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Owns and operates an income-producing real property and holds and manages the corporate headquarters |
Avalon (Shanghai) Healthcare Technology Co., Ltd. (“Avalon Shanghai”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | PRC April 29, 2016 |
Percentage of Ownership | 100% held by AHS |
Principal Activities | Provides medical related consulting services and developing Avalon Cell and Avalon Rehab in China |
Genexosome Technologies Inc. (“Genexosome”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Nevada July 31, 2017 |
Percentage of Ownership | 60% held by AVCO |
Principal Activities | Develops proprietary diagnostic and therapeutic products using exosomes |
Beijing Jieteng (Genexosome) Biotech Co., Ltd. ("Beijing Genexosome") [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | PRC August 7, 2015 |
Percentage of Ownership | 100% held by Genexosome |
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] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Nevada July 18, 2018 |
Percentage of Ownership | 100% held by AVCO |
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] | |
Condensed Financial Statements, Captions [Line Items] | |
Place and date of Incorporation | Delaware June 13, 2019 |
Percentage of Ownership | 100% held by AVCO |
Principal Activities | Promotes standardization related to exosome industry |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Condition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Going Concern Condition (Details) [Line Items] | ||
Recurring net loss | $ 12,679,438 | |
Negative cash flow from operating activities | $ (7,546,100) | $ (7,079,871) |
Minimum [Member] | ||
Basis of Presentation and Going Concern Condition (Details) [Line Items] | ||
Occupancy rate of rental property increase decreased, percentage | 83.70% | |
Maximum [Member] | ||
Basis of Presentation and Going Concern Condition (Details) [Line Items] | ||
Occupancy rate of rental property increase decreased, percentage | 89.40% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020CNY (¥) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 1,010,011 | |
Cash and cash equivalents, description | the Company’s cash is maintained with state-owned banks within the PRC. Balances at state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $77,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. | ||
Cash balance held in PRC | $ 167,000 | ¥ 1,089,733 | |
Limited insurance | 86,000 | ¥ 563,458 | |
Federally-insured limits | 250,000 | ||
Deferred financing costs | 222,141 | 311,177 | |
Impairment loss | 1,010,011 | 0 | |
Deferred rental income | 23,510 | 13,136 | |
Research and Development | 883,855 | 1,781,869 | |
Advertising costs | $ 294,352 | $ 685,064 | |
Average translation rated, description | Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2020 and 2019 were 6.8999 RMB and 6.9099 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | ||
Equity interests ownership percentage | 40.00% | 40.00% | |
Number of Reportable business segment | 3 | ||
United States [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federally-insured limits | $ 51,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of derivative liabilities measured at fair value - Significant Unobservable Inputs (Level 3) [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of derivative liabilities measured at fair value [Line Items] | |
Balance of derivative liabilities | |
Initial fair value of derivative liabilities attributable to warrants issuance with fund raise | 4,217,241 |
Gain from change in the fair value of derivative liabilities | (2,817,241) |
Warrants were redeemed and cancelled | (1,400,000) |
Balance of derivative liabilities |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 726,577 | $ 764,891 |
Percentage of concentrations of credit risk | 100.00% | 100.00% |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 559,711 | $ 371,929 |
Percentage of concentrations of credit risk | 77.00% | 48.60% |
China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total cash | $ 166,866 | $ 392,962 |
Percentage of concentrations of credit risk | 23.00% | 51.40% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of disaggregation of revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Medical related consulting services | $ 170,908 | $ 355,544 |
Development services and sales of developed products | 35,084 | |
Total revenues | 170,908 | 390,628 |
Medical Related Consulting Services Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Medical related consulting services | 170,908 | 355,544 |
Development services and sales of developed products | ||
Total revenues | 170,908 | 355,544 |
Development Services and Sales of Developed Products Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Medical related consulting services | ||
Development services and sales of developed products | 35,084 | |
Total revenues | $ 35,084 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of the effect of including these potential shares was antidilutive - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 7,140,000 | 7,553,179 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 7,140,000 | 5,260,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,293,179 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid professional fees | $ 78,639 | $ 153,478 |
Prepaid research and development fees | 60,610 | |
Prepaid directors and officers liability insurance premium | 64,929 | 4,990 |
Prepaid VAT on purchase | 40,446 | 40,602 |
Security deposit | 26,493 | 24,847 |
Other | 31,107 | 27,223 |
Total | $ 302,224 | $ 251,140 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 145,603 | $ 100,540 |
Real Property Operating Expense [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | 3,276 | 3,276 |
Costs of development services and sales of developed products [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | 0 | 39,070 |
Other Operating Expense [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | 70,241 | 30,947 |
Research and development expense [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 72,086 | $ 27,247 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 781,415 | $ 744,663 |
Less: accumulated depreciation | (302,300) | (143,238) |
Property, Plant and Equipment, Net | $ 479,115 | 601,425 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Property, Plant and Equipment, Gross | $ 741,842 | 705,982 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 39,573 | $ 38,681 |
Office equipment and furniture [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Office equipment and furniture [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years |
Investment in Real Estate (Deta
Investment in Real Estate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Real Property Operating Expenses [Member] | ||
Investment in Real Estate (Details) [Line Items] | ||
Depreciation expense | $ 169,177 | $ 160,527 |
Investment in Real Estate (De_2
Investment in Real Estate (Details) - Summary of investment in real estate - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Investment in Real Estate (Details) - Summary of investment in real estate [Line Items] | ||
Investment in real estate, Gross | $ 8,235,581 | $ 8,116,398 |
Less: accumulated depreciation | (549,895) | (380,718) |
Investment in real estate, net | $ 7,685,686 | 7,735,680 |
Commercial real property building [Member] | ||
Investment in Real Estate (Details) - Summary of investment in real estate [Line Items] | ||
Useful life | 39 years | |
Investment in real estate, Gross | $ 7,708,571 | 7,708,571 |
Improvement [Member] | ||
Investment in Real Estate (Details) - Summary of investment in real estate [Line Items] | ||
Useful life | 12 years | |
Investment in real estate, Gross | $ 527,010 | $ 407,827 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Method Investment (Details) [Line Items] | |||
Equity method investment | $ 521,758 | $ 483,101 | $ 385,162 |
Total ownership percentage | 40.00% | ||
Loss from equity method investment | $ (51,673) | $ (55,776) | |
Jiangsu Unicorn Biological Technology Co., Ltd. [Member] | |||
Equity Method Investment (Details) [Line Items] | |||
Total ownership percentage | 40.00% | ||
Other Unrelated Company [Member] | |||
Equity Method Investment (Details) [Line Items] | |||
Total ownership percentage | 60.00% |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of equity method investment - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of equity method investment [Abstract] | ||
Equity investment carrying amount, Beginning of the period | $ 483,101 | $ 385,162 |
Payment made for equity method investment | 57,972 | 159,192 |
Epicon's net loss attributable to the Company | (51,673) | (55,776) |
Foreign currency fluctuation | 32,358 | (5,477) |
Equity investment carrying amount, Ending of the period | $ 521,758 | $ 483,101 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of financial information by investee - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of financial information by investee [Abstract] | ||
Current assets | $ 13,023 | $ 77,272 |
Noncurrent assets | 264,390 | 247,590 |
Current liabilities | 6,615 | 324 |
Noncurrent liabilities | ||
Equity | $ 270,798 | $ 324,538 |
Equity Method Investment (Det_4
Equity Method Investment (Details) - Schedule of financial information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of financial information [Abstract] | ||
Net revenue | ||
Gross profit | ||
Loss from operation | 129,316 | 139,439 |
Net loss | $ 129,183 | $ 139,439 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of accrued liabilities and other payables - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accrued liabilities and other payables [Abstract] | ||
Accrued professional fees | $ 1,212,822 | $ 1,243,190 |
Accrued research and development fees | 513,533 | 650,000 |
Accrued payroll liability and directors’ compensation | 154,292 | 488,083 |
Accounts payable | 87,190 | 84,316 |
Accrued tenants’ improvement reimbursement | 81,900 | |
Deferred rental income | 23,510 | 13,136 |
Other | 105,177 | 129,307 |
Total accrued liabilities and other payables | $ 2,178,424 | $ 2,608,032 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 18, 2019 | Jun. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 29, 2019 | |
Related Party Transactions (Details) [Line Items] | ||||||
Accounts receivable - related party | $ 215,418 | |||||
Accrued liabilities and other payables | $ 167,956 | 49,194 | ||||
Ownership of percentage | 40.00% | |||||
Outstanding principal balance | $ 390,000 | 590,000 | ||||
Outstanding line of credit | 3,200,000 | 2,600,000 | ||||
Interest expense related party | $ 168,762 | 49,194 | ||||
Sale of stock, description | On April 1, 2020, the Company sold 645,161 shares of its common stock to WLM Limited (“WLM”), an entity owned by Wenzhao Lu, Chairman of the Board of Directors of the Company, at a price per share of $1.55, the fair market value on transaction date, for an aggregate purchase price of $1,000,000 (See Note 11 – Common Shares Sold for Cash). | |||||
Line of Credit Agreement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Line of credit | $ 20,000,000 | |||||
Interest rate | 5.00% | |||||
Genexosome [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Genexosome for Cash payment | $ 450,000 | |||||
Ownership of percentage | 40.00% | |||||
Wenzhao Lu [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Outstanding principal balance | $ 1,000,000 | |||||
Consideration cash | $ 1,000,000 | |||||
Promissory Note interest percentage | 5.00% | |||||
Promissory note maturity date | Mar. 19, 2022 | |||||
Principal repaid amount | $ 200,000 | $ 410,000 | ||||
Chief Executive Officer [Member] | Yu Zhou [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Accrued liabilities and other payables | $ 100,000 | 100,000 | ||||
Board of Directors [Member] | Wenzhao Lu [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Accrued liabilities and other payables | $ 167,956 | $ 49,194 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of revenue from related parties - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Medical related consulting services provided to: | |||
Medical related consulting services | $ 170,908 | $ 355,544 | |
Beijing Daopei [Member] | |||
Medical related consulting services provided to: | |||
Medical related consulting services | [1] | 54,909 | |
Shanghai Daopei [Member] | |||
Medical related consulting services provided to: | |||
Medical related consulting services | [1] | 170,908 | 13,926 |
Hebei Daopei [Member] | |||
Medical related consulting services provided to: | |||
Medical related consulting services | [1] | $ 286,709 | |
[1] | Beijing Daopei, Shanghai Daopei, and Hebei Daopei are subsidiaries of an entity whose chairman is Wenzhao Lu, the largest shareholder of the Company. |
Income taxes (Details)
Income taxes (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage of Income tax at an effective rate | 25.00% |
Cumulative Earnings (Deficit) | $ 2,005,685 |
Federal and state net operating loss carryforwards | $ 30,557,167 |
Net operating loss carryforwards, description | the Company has $28,079,726 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 2035. |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 1,958,029 |
Net operating loss carryforwards | 61,847 |
Penalty | $ 10,000 |
Income tax, description | The Company has not been audited by any jurisdiction since its inception. The Company is open for audit by the U.S. Internal Revenue Service, and the Chinese Ministry of Finance and U.S. state tax jurisdictions from 2018 to 2020. |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule loss before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule loss before income taxes [Abstract] | ||
United States loss before income taxes | $ (12,041,331) | $ (17,310,582) |
China loss before income taxes | (638,107) | (759,579) |
Total loss before income taxes | $ (12,679,438) | $ (18,070,161) |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of income taxes expense (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
U.S. federal | ||
U.S. state and local | ||
China | ||
Total current income taxes expense | ||
Deferred: | ||
U.S. federal | (2,333,680) | (5,198,535) |
U.S. state and local | (790,117) | (1,760,074) |
China | (132,578) | (356,929) |
Total deferred income taxes (benefit) | (3,256,375) | (7,315,538) |
Change in valuation allowance | 3,256,375 | 7,315,538 |
Total income taxes expense |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of differences between U.S. statutory rate and Company's effective tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of differences between U.S. statutory rate and Company's effective tax rate [Abstract] | ||
U.S. federal rate | 21.00% | 21.00% |
U.S. state rate | 6.80% | 7.50% |
Non-deductible expenses | 2.10% | |
Non-US rate differential | 0.20% | 0.30% |
Prior year true-up | 0.00% | 9.70% |
U.S. valuation allowance | (28.00%) | (40.60%) |
Total provision for income taxes | 0.00% | 0.00% |
Income taxes (Details) - Sche_4
Income taxes (Details) - Schedule of deferred income tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Stock-based compensation | $ 3,667,375 | $ 2,998,918 |
Disallowed business interest deduction | 33,384 | 88,365 |
Lease liability | 40,291 | |
Net operating loss carryforward | 9,079,127 | 6,363,489 |
Total deferred tax assets, gross | 12,820,177 | 9,450,772 |
Valuation allowance | (12,649,005) | (9,392,630) |
Total deferred tax assets, net | 171,172 | 58,142 |
Deferred tax liabilities | ||
Fixed assets book/tax basis difference | (132,568) | (58,142) |
Right-of-use assets | (38,604) | |
Total deferred tax liabilities | (171,172) | (58,142) |
Net deferred tax assets |
Equity (Details)
Equity (Details) - USD ($) | Dec. 13, 2019 | Jan. 09, 2019 | Oct. 18, 2019 | Apr. 25, 2019 | Feb. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 04, 2020 |
Equity (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Subscription agreement, description | On April 1, 2020, the Company entered into a Subscription Agreement with WLM, an entity owned by Wenzhao 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, the fair market value on transaction date, for an aggregate purchase price of $1,000,000. The closing occurred on April 1, 2020. | |||||||
Purchase agreement, description | 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. | |||||||
Warrants exercise price (in Dollars per share) | $ 3.50 | |||||||
Fair values of options granted, description | 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. | |||||||
Derivative liabilities | $ 4,217,241 | |||||||
Sale fund raise amount | 6,000,008 | |||||||
Additional paid-in capital. | $ 1,782,767 | |||||||
Redeemed of warrants, shares (in Shares) | 1,714,288 | |||||||
Purchase price | $ 1,400,000 | |||||||
Redeemed and cancelled (in Shares) | 1,714,288 | |||||||
Derivative liabilities | $ 2,817,241 | |||||||
Aggregate intrinsic values of stock options outstanding | $ 1,277,200 | |||||||
Volatility rate, minimum | 131.16% | 140.57% | ||||||
Volatility rate, maximum | 139.58% | 151.70% | ||||||
Risk-free rate, minimum | 0.20% | 1.55% | ||||||
Risk-free rate, maximum | 1.67% | 2.49% | ||||||
Dividend yield | 0.00% | 0.00% | ||||||
Aggregate fair value of the options granted | $ 2,878,773 | $ 6,461,970 | ||||||
Stock-based compensation expense | $ 2,966,052 | $ 7,448,230 | ||||||
Minimum [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Expected life | 3 years | 3 years | ||||||
Maximum [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Expected life | 10 years | 5 years | ||||||
Warrant [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common Shares issued (in Shares) | 350,856 | |||||||
Purchase of common stock, shares (in Shares) | 578,891 | |||||||
Common Shares Issued for Services [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common shares issued for services, shares (in Shares) | 1,505,921 | 537,380 | ||||||
Grant fair value market amount | $ 1,892,520 | $ 1,318,600 | ||||||
Stock-based compensation expense | 1,670,166 | 1,077,442 | ||||||
Reduction in accrued liabilities | 187,725 | 116,575 | ||||||
Prepaid expense | 34,629 | 124,583 | ||||||
2020 Incentive Stock Plan [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Shares reserved for issuance (in Shares) | 5,000,000 | |||||||
Option [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common Shares issued (in Shares) | 158,932 | |||||||
Purchase of common stock, shares (in Shares) | 200,000 | |||||||
Sales Agreement [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Aggregate offering price | $ 20,000,000 | |||||||
Compensation and Related Benefits [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | 2,669,729 | 6,802,896 | ||||||
Professional Fees [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | 240,354 | 640,978 | ||||||
Research and Development Expense [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Stock-based compensation expense | $ 55,969 | $ 4,356 | ||||||
Jefferies LLC [Member] | ||||||||
Equity (Details) [Line Items] | ||||||||
Common shares sold for cash, shares (in Shares) | 3,913,413 | 138,595 | ||||||
Average price to investors (in Dollars per share) | $ 1.74 | $ 1.98 | ||||||
Net Proceeds | $ 6,405,475 | $ 261,206 | ||||||
Net proceeds, net of commission and other offering costs | $ 398,624 | $ 12,530 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of stock options outstanding | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
0.50 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 0.50 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 2,000,000 |
Weighted Average Remaining Contractual Life (Years) | 6 years 40 days |
Weighted Average Exercise Price | $ 0.50 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 2,000,000 |
Weighted Average Exercise Price | $ 0.50 |
1.00 – 1.93 Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 1 |
Range of Exercise Price, upper limit | $ 1.93 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 2,370,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 266 days |
Weighted Average Exercise Price | $ 1.45 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 2,151,666 |
Weighted Average Exercise Price | $ 1.48 |
2.00 - 2.80 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 2 |
Range of Exercise Price, upper limit | $ 2.80 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 2,740,000 |
Weighted Average Remaining Contractual Life (Years) | 2 years 277 days |
Weighted Average Exercise Price | $ 2.17 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 2,740,000 |
Weighted Average Exercise Price | $ 2.17 |
4.76 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 4.76 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 30,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 94 days |
Weighted Average Exercise Price | $ 4.76 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 30,000 |
Weighted Average Exercise Price | $ 4.76 |
0.50 - 4.76 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, lower limit | 0.50 |
Range of Exercise Price, upper limit | $ 4.76 |
Number Outstanding at September 30, 2020 (in Shares) | shares | 7,140,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 251 days |
Weighted Average Exercise Price | $ 1.48 |
Number Exercisable at September 30, 2020 (in Shares) | shares | 6,921,666 |
Weighted Average Exercise Price | $ 1.48 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock option activities - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of stock option activities [Abstract] | ||
Number of Options, Beginning Balance | 5,260,000 | 2,840,000 |
Weighted Average Exercise Price, Beginning Balance | $ 1.45 | $ 0.77 |
Number of Options, Granted | 1,960,000 | 2,620,000 |
Weighted Average Exercise Price, Granted | $ 1.52 | $ 2.17 |
Number of Options, Terminated / Exercised / Expired | (80,000) | (200,000) |
Weighted Average Exercise Price, Terminated / Exercised | $ (1) | $ (1) |
Number of Options, Ending Balance | 7,140,000 | 5,260,000 |
Weighted Average Exercise Price, Ending Balance | $ 1.48 | $ 1.45 |
Options exercisable at Ending Balance | 6,921,666 | |
Options exercisable at Ending Balance | $ 1.48 | |
Options expected to vest | 218,334 | |
Options expected to vest | $ 1.18 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of nonvested stock options granted - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of nonvested stock options granted [Abstract] | ||
Number of Options, Beginning Balance | 264,723 | 915,555 |
Weighted Average Exercise Price, Beginning Balance | $ 2 | $ 0.63 |
Number of Options, Granted | 1,960,000 | 2,620,000 |
Weighted Average Exercise Price, Granted | $ 1.52 | $ 2.17 |
Number of Options, Vested | (2,006,389) | (3,270,832) |
Weighted Average Exercise Price, Vested | $ (1.62) | $ (1.75) |
Number of Options, Ending Balance | 218,334 | 264,723 |
Weighted Average Exercise Price, Ending Balance | $ 1.18 | $ 2 |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of warrants activities | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Schedule of warrants activities [Abstract] | |
Number of Warrants, Beginning Balance | shares | 578,891 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 1.28 |
Number of Warrants, Issued | shares | 1,714,288 |
Weighted Average Exercise Price, Issued | $ / shares | $ 3.50 |
Number of Warrants, Exercised | shares | (578,891) |
Weighted Average Exercise Price, Exercised | $ / shares | $ (1.28) |
Number of Warrants, Redeemed and cancelled | shares | (1,714,288) |
Weighted Average Exercise Price, Redeemed and cancelled | $ / shares | $ (3.50) |
Number of Warrants, Ending Balance | shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares |
Statutory Reserve (Details)
Statutory Reserve (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Statutory Reserve [Abstract] | |
Statutory reserve percentage | 10.00% |
Registered capital percentage | 50.00% |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | ||
Ownership equity interest | 40.00% | |
Interest deficit adjustment value | $ (862,200) |
Restricted Net Assets (Details)
Restricted Net Assets (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Net Assets [Abstract] | ||
Net assets | 25.00% | 25.00% |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Outstanding accounts payable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
10% or more of purchase [Member] | Outstanding accounts payable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 93.60% | 90.80% |
Number of supplier | 1 | 1 |
Outstanding accounts receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Outstanding accounts receivable [Member] | More Than 10% Revenues [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customer | 2 | 2 |
Concentration risk, percentage | 78.30% | 93.00% |
Supplies [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customers - More Than 10% Revenues [Member] | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
A (Hebei Daopei, a related party) [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 12.00% | [1] | ||
B (Hebei Daopei, a related party) [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | [1] | 19.00% | ||
C [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 24.00% | 26.00% | ||
D [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 16.00% | 14.00% | ||
E [Member] | ||||
Supply Commitment [Line Items] | ||||
Customer | 12.00% | 11.00% | ||
[1] | Less than 10% |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of reportable business segments | 3 | 3 |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,377,762 | $ 1,546,305 |
Costs and expenses | 987,559 | 1,206,392 |
Gross profit (loss) | 390,203 | 339,913 |
Other operating expenses | 12,844,222 | 19,717,143 |
Interest expense | (168,762) | (82,908) |
Other income (expense) | (56,657) | 1,389,977 |
Total other income (expense) | (225,419) | 1,307,069 |
Net income (loss) | 12,679,438 | 18,070,161 |
Real property operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,206,854 | 1,155,677 |
Costs and expenses | 851,754 | 818,662 |
Gross profit (loss) | 355,100 | 337,015 |
Other operating expenses | 418,863 | 325,637 |
Interest expense | (32,877) | |
Other income (expense) | (921) | 2,182 |
Net income (loss) | 64,684 | 19,317 |
Medical related consulting services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 170,908 | 355,544 |
Costs and expenses | 135,805 | 284,472 |
Gross profit (loss) | 35,103 | 71,072 |
Other operating expenses | 577,962 | 628,625 |
Other income (expense) | (55,964) | (40,459) |
Net income (loss) | 598,823 | 598,012 |
Development services and sales of developed products [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 35,084 | |
Costs and expenses | 103,258 | |
Gross profit (loss) | (68,174) | |
Other operating expenses | 123,546 | 1,652,840 |
Other income (expense) | 228 | (1,369) |
Net income (loss) | 123,318 | 1,722,383 |
Corporate/Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Other operating expenses | 11,723,851 | 17,110,041 |
Interest expense | (168,762) | (50,031) |
Other income (expense) | 1,429,623 | |
Net income (loss) | $ 11,892,613 | $ 15,730,449 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of real property operating - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 8,238,731 | $ 8,337,105 |
Real property operations [Member] | ||
Total | 7,771,403 | 7,750,743 |
Medical related consulting services [Member] | ||
Total | 223,459 | 263,621 |
Development services and sales of developed products [Member] | ||
Total | $ 243,869 | $ 322,741 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 8,238,731 | $ 8,337,105 |
United States [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | 7,838,877 | 7,839,093 |
China [Member] | ||
Segment Information (Details) - Schedule of identifiable long-lived tangible assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 399,854 | $ 498,012 |
Commitments and Contincengies_2
Commitments and Contincengies (Details) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 24, 2020USD ($) | Feb. 24, 2020CNY (¥) | Aug. 29, 2019USD ($) | Oct. 23, 2018USD ($) | May 29, 2018 | Oct. 25, 2017 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 23, 2018CNY (¥) | |
Commitments and Contincengies (Details) [Line Items] | |||||||||
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. | ||||||||
Lease, description | The term of the Beijing Office Lease was 12 months commencing on March 1, 2020 and expired on February 28, 2021. | The term of the Beijing Office Lease was 12 months commencing on March 1, 2020 and expired on February 28, 2021. | |||||||
Rental expense | $ 72,000 | ||||||||
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. | ||||||||
Line of Credit Agreement [Member] | |||||||||
Commitments and Contincengies (Details) [Line Items] | |||||||||
Line of credit | $ 20,000,000 | ||||||||
Line of Credit bears interest at an annual rate | 5.00% | ||||||||
Received Loan | 3,200,000 | ||||||||
Avalon Shanghai [Member] | |||||||||
Commitments and Contincengies (Details) [Line Items] | |||||||||
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 five years of execution of the Joint Venture Agreement, Unicorn shall invest cash into Epicon in an amount not less than RMB 8,000,000 (approximately $1.2 million) and the premises of the laboratories of Nanjing Hospital of Chinese Medicine for exclusive use by Epicon, and Avalon Shanghai shall invest cash into Epicon in an amount not less than RMB 10,000,000 (approximately $1.5 million). Epicon is focused on cell preparation, third party testing, biological sample repository for commercial and scientific research purposes and the clinical transformation of scientific achievements. As of December 31, 2020, Avalon Shanghai has contributed RMB 4,500,000 (approximately $0.7 million) that was included in equity method investment on the accompanying consolidated balance sheets | ||||||||
AVAR BioTherapeutics (China) Co. Ltd. [Member] | |||||||||
Commitments and Contincengies (Details) [Line Items] | |||||||||
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 | $ 800,000 | ¥ 5,000,000 | |||||||
Research and development expense | $ 900,000 | $ 600,000 | |||||||
Avalon Shanghai Office Lease [Member] | |||||||||
Commitments and Contincengies (Details) [Line Items] | |||||||||
Lease, monthly rent | $ 8,000 | ¥ 50,586 | |||||||
Security deposit | 25,000 | 164,764 | |||||||
Operating lease maintenance fees | 700 | ¥ 4,336 | |||||||
Operating lease | $ 16,820 | ||||||||
New York Lease [Member] | |||||||||
Commitments and Contincengies (Details) [Line Items] | |||||||||
Lease, monthly rent | $ 6,000 | ||||||||
Lease, description | The term of the New York Lease is 3 years commencing on January 1, 2020 and expires on December 31, 2022. |
Commitments and Contincengies_3
Commitments and Contincengies (Details) - Schedule of supplemental cash flow information | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows paid for operating lease | $ 66,000 |
Right-of-use asset obtained in exchange for lease obligation: | |
Operating lease | $ 201,028 |
Commitments and Contincengies_4
Commitments and Contincengies (Details) - Schedule of supplemental balance sheet information - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Lease: | ||
Operating lease right-of-use asset | $ 137,333 | |
Current portion of operating lease liability | 76,379 | |
Long-term operating lease liability | 66,954 | |
Total operating lease liability | $ 143,333 | |
Weighted Average Remaining Lease Term (in years): | ||
Operating lease | 2 years | |
Weighted Average Discount Rate: | ||
Operating lease | 5.00% |
Commitments and Contincengies_5
Commitments and Contincengies (Details) - Schedule of maturity of lease liability | Dec. 31, 2020USD ($) |
Schedule of maturity of lease liability [Abstract] | |
2021 | $ 72,000 |
2022 | 72,000 |
2023 and thereafter | |
Total lease payments | 144,000 |
Amount of lease payments representing interest | (6,667) |
Total present value of operating lease liability | $ 137,333 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 22, 2021USD ($) | Feb. 22, 2021CNY (¥) | Jan. 31, 2021USD ($)shares | Mar. 29, 2021$ / sharesshares | Dec. 13, 2019USD ($) | Feb. 22, 2021CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsequent Events (Details) [Line Items] | ||||||||
Security deposit | $ 26,493 | $ 24,847 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Common stock for services (in Shares) | shares | 300,000 | |||||||
Fair market values of grantes | $ 360,000 | |||||||
Accrued liabilities | $ 360,000 | |||||||
Maintenance fees | $ 700 | ¥ 4,336 | ||||||
Beijing Office Lease [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Rent paid | 6,000 | ¥ 37,578 | ||||||
Security deposit | $ 19,000 | ¥ 125,741 | ||||||
Lease term | 24 years | 24 years | ||||||
Commencement of lease | Mar. 1, 2021 | Mar. 1, 2021 | ||||||
Lease expire | Feb. 28, 2023 | Feb. 28, 2023 | ||||||
Sales Agreement [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Received of net cash proceeds | $ 2,386,924 | |||||||
Net of commission paid to sales agent | $ 73,822 | |||||||
Sales Agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Aggregate shares of common stock (in Shares) | shares | 1,830,317 | |||||||
Common stock, average price per share (in Dollars per share) | $ / shares | $ 1.34 |