Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 shares | |
Document Information Line Items | |
Entity Registrant Name | APTORUM GROUP LIMITED |
Trading Symbol | APM |
Document Type | 20-F/A |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | true |
Amendment Description | This Amendment (this “Amendment”) to the annual report on Form 20-F (File No.001-38764), initially filed on April 29, 2022 (the “Original Filing”), is being filed to update disclosure as per comments the Company received from the Securities and Exchange Commission. Those comments mainly focused on our relationship, ownership and structure with our variable interest entities.As a material change, we also updated the Management and Beneficial Ownership section to reflect the current Management of the Company and their holdings, as previously disclosed in our Current Reports on Form 6-K filed after the Original Filing.Other than as expressly set forth above and herein, this Amendment does not, and does not purport to, amend, update or restate any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. |
Entity Central Index Key | 0001734005 |
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, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38764 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 17 Hanover Square |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | W1S 1BN |
Entity Address, Country | GB |
Title of 12(b) Security | Class A Ordinary shares, par value $1.00 |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Name | Marcum Bernstein & Pinchuk LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 5395 |
Business Contact | |
Document Information Line Items | |
Contact Personnel Name | Darren Lui |
Entity Address, Address Line One | 17 Hanover Square |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | W1S 1BN |
Entity Address, Country | GB |
City Area Code | +44 |
Local Phone Number | 20 8092 9299 |
Class A Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 13,202,408 |
Class B Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 22,437,754 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 8,131,217 | $ 3,495,231 |
Restricted cash | 130,270 | 130,125 |
Digital currencies | 1,539 | |
Accounts receivable | 78,722 | 62,221 |
Inventories | 35,775 | 39,133 |
Marketable securities, at fair value | 236,615 | 28,384,944 |
Investments in derivatives | 4,289 | |
Amounts due from related parties | 47,754 | |
Due from brokers | 76,380 | 160,337 |
Loan receivable from a related party | 3,358,089 | |
Other receivables and prepayments | 593,478 | 1,378,996 |
Total current assets | 12,688,300 | 33,656,815 |
Property, plant and equipment, net | 3,731,116 | 4,686,323 |
Operating lease right-of-use assets | 154,439 | 547,389 |
Long-term investments | 4,156,907 | 4,079,707 |
Intangible assets, net | 880,256 | 964,857 |
Long-term deposits | 296,225 | 296,225 |
Total Assets | 21,907,243 | 44,231,316 |
Current liabilities: | ||
Amounts due to related parties | 11,389 | 145,926 |
Accounts payable and accrued expenses | 4,172,565 | 3,240,772 |
Finance lease liabilities current | 47,923 | 49,396 |
Operating lease liabilities, current | 145,391 | 432,600 |
Total current liabilities | 4,377,268 | 3,868,694 |
Finance lease liabilities, non-current | 47,923 | |
Operating lease liabilities, non-current | 23,853 | 155,121 |
Loan payables to related parties | 2,007,285 | |
Total Liabilities | 4,401,121 | 6,079,023 |
Commitments and contingencies | ||
EQUITY | ||
Class A Ordinary Shares ($1.00 par value; 60,000,000 shares authorized, 13,202,408 and 11,584,324 shares issued and outstanding as of December 31, 2021 and 2020, respectively) | 13,202,408 | 11,584,324 |
Class B Ordinary Shares ($1.00 par value; 40,000,000 shares authorized, 22,437,754 shares issued and outstanding as of December 31, 2021 and 2020) | 22,437,754 | 22,437,754 |
Additional paid-in capital | 43,506,717 | 38,247,903 |
Accumulated other comprehensive (loss) income | (2,019) | 53,296 |
Accumulated deficit | (55,537,515) | (30,489,126) |
Total equity attributable to the shareholders of Aptorum Group Limited | 23,607,345 | 41,834,151 |
Non-controlling interests | (6,101,223) | (3,681,858) |
Total equity | 17,506,122 | 38,152,293 |
Total Liabilities and Equity | $ 21,907,243 | $ 44,231,316 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Ordinary Shares | ||
Ordinary shares par value (in Dollars per share) | $ 1 | $ 1 |
Ordinary shares authorized | 60,000,000 | 60,000,000 |
Ordinary shares issued | 13,202,408 | 11,584,324 |
Ordinary shares outstanding | 13,202,408 | 11,584,324 |
Class B Ordinary Shares | ||
Ordinary shares par value (in Dollars per share) | $ 1 | $ 1 |
Ordinary shares authorized | 40,000,000 | 40,000,000 |
Ordinary shares issued | 22,437,754 | 22,437,754 |
Ordinary shares outstanding | 22,437,754 | 22,437,754 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Healthcare services income | $ 1,541,778 | $ 911,509 | $ 535,166 |
Operating expenses | |||
Cost of healthcare services | (1,459,924) | (1,015,023) | (794,545) |
Research and development expenses | (10,869,642) | (11,586,923) | (6,939,051) |
General and administrative fees | (5,409,302) | (4,853,488) | (7,373,425) |
Legal and professional fees | (2,617,834) | (2,854,225) | (3,405,705) |
Other operating expenses | (392,511) | (877,391) | (220,891) |
Total operating expenses | (20,749,213) | (21,187,050) | (18,733,617) |
Other (loss) income, net | |||
(Loss) gain on investments in marketable securities, net | (8,031,595) | 25,241,556 | (81,839) |
Gain on long-term investments | 1,147,190 | ||
(Loss) gain on investments in derivatives, net | (4,289) | (199,031) | 87,599 |
Gain on use of digital currencies | 4,918 | 46,717 | |
Gain on derecognition of non-financial assets | 75,000 | ||
Gain on extinguishment of convertible debts | 1,198,490 | ||
Changes in fair value of warrant liabilities | (866,300) | ||
Interest expense, net | (93,601) | (243,628) | (3,699,672) |
Rental income | 30,894 | 16,868 | |
Loss on disposal of subsidiaries | (3,638) | ||
Sundry income | 146,347 | 365,917 | 232,460 |
Total other (loss) income, net | (7,906,858) | 25,195,708 | (1,918,487) |
Net (loss) income | (27,114,293) | 4,920,167 | (20,116,938) |
Net loss attributable to non-controlling interests | 2,065,904 | 2,146,687 | 1,430,176 |
Deemed dividend related to warrants down round provision | (755,514) | ||
Net (loss) income attributable to Aptorum Group Limited | $ (25,048,389) | $ 6,311,340 | $ (18,686,762) |
- Basic (in Dollars per share) | $ (0.71) | $ 0.2 | $ (0.64) |
- Diluted (in Dollars per share) | $ (0.71) | $ 0.2 | $ (0.64) |
- Basic (in Shares) | 35,033,970 | 31,135,882 | 29,008,445 |
- Diluted (in Shares) | 35,033,970 | 31,534,473 | 29,008,445 |
Net (loss) income | $ (27,114,293) | $ 4,920,167 | $ (20,116,938) |
Other comprehensive (loss) income | |||
Exchange differences on translation of foreign operations | (55,315) | 58,848 | (10,897) |
Other comprehensive (loss) income | (55,315) | 58,848 | (10,897) |
Comprehensive (loss) income | (27,169,608) | 4,979,015 | (20,127,835) |
Comprehensive loss attributable to non-controlling interests | 2,065,904 | 2,146,687 | 1,430,176 |
Deemed dividend related to warrants down round provision | (755,514) | ||
Comprehensive (loss) income attributable to the shareholders of Aptorum Group Limited | $ (25,103,704) | $ 6,370,188 | $ (18,697,659) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital Amount | Accumulated deficit Amount | Accumulated other comprehensive (loss) income Amount | Non- controlling interests Amount | Total |
Balance at Dec. 31, 2018 | $ 6,537,269 | $ 22,437,754 | $ 23,003,285 | $ (18,869,218) | $ 5,345 | $ (368,533) | $ 32,745,902 |
Balance (in Shares) at Dec. 31, 2018 | 6,537,269 | 22,437,754 | |||||
Balance at Dec. 31, 2019 | $ 6,597,362 | $ 22,437,754 | 24,887,624 | (37,555,980) | (5,552) | (1,509,456) | 14,851,752 |
Balance (in Shares) at Dec. 31, 2019 | 6,597,362 | 22,437,754 | |||||
Issuance of shares to non-controlling interest | 10,672 | (10,672) | |||||
Issuance of tokens | 300,000 | 300,000 | |||||
Reacquisition of convertible bonds | (1,298,490) | (1,298,490) | |||||
Disposal of a subsidiary | (75) | (75) | |||||
Share-based compensation | 1,612,832 | 1,612,832 | |||||
Exercise of warrants | $ 60,093 | 1,559,325 | 1,619,418 | ||||
Exercise of warrants (in Shares) | 60,093 | ||||||
Exchange difference on translation of foreign operation | (10,897) | (10,897) | |||||
Net income (loss) | (18,686,762) | (1,430,176) | (20,116,938) | ||||
Balance at Dec. 31, 2020 | $ 11,584,324 | $ 22,437,754 | 38,247,903 | (30,489,126) | 53,296 | (3,681,858) | 38,152,293 |
Balance (in Shares) at Dec. 31, 2020 | 11,584,324 | 22,437,754 | |||||
Issuance of Class A Ordinary Shares and warrants, net of issuance cost | $ 4,120,581 | 12,661,754 | 16,782,335 | ||||
Issuance of Class A Ordinary Shares and warrants, net of issuance cost (in Shares) | 4,120,581 | ||||||
Issuance of shares to non-controlling interest | 25,715 | (25,715) | |||||
Warrant Exchange | $ 540,540 | (540,540) | |||||
Warrant Exchange (in Shares) | 540,540 | ||||||
Share-based compensation | 1,478,565 | 1,478,565 | |||||
Exercise of warrants | $ 313,513 | (313,513) | |||||
Exercise of warrants (in Shares) | 313,513 | ||||||
Exercise of options | $ 12,328 | 48,298 | 60,626 | ||||
Exercise of options (in Shares) | 12,328 | ||||||
Exchange difference on translation of foreign operation | 58,848 | 58,848 | |||||
Net income (loss) | 7,066,854 | (2,146,687) | 4,920,167 | ||||
Balance at Dec. 31, 2021 | $ 13,202,408 | $ 22,437,754 | 43,506,717 | (55,537,515) | (2,019) | (6,101,223) | 17,506,122 |
Balance (in Shares) at Dec. 31, 2021 | 13,202,408 | 22,437,754 | |||||
Issuance of Class A Ordinary Shares | $ 1,387,925 | 2,612,075 | 4,000,000 | ||||
Issuance of Class A Ordinary Shares (in Shares) | 1,387,925 | ||||||
Issuance of shares to non-controlling interest | 66,783 | (61,423) | 5,360 | ||||
Disposal of subsidiaries under common control transaction | 303,419 | (5,386) | (300,000) | (1,967) | |||
Disposal of subsidiaries | 7,962 | 7,962 | |||||
Share-based compensation | 1,682,460 | 1,682,460 | |||||
Exercise of warrants | $ 40,000 | 90,012 | 130,012 | ||||
Exercise of warrants (in Shares) | 40,000 | ||||||
Exercise of options | $ 190,159 | 504,065 | 694,224 | ||||
Exercise of options (in Shares) | 190,159 | ||||||
Exchange difference on translation of foreign operation | (49,929) | (49,929) | |||||
Net income (loss) | $ (25,048,389) | $ (2,065,904) | $ (27,114,293) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Net (loss) income | $ (27,114,293) | $ 4,920,167 | $ (20,116,938) |
Amortization and depreciation | 1,192,578 | 1,334,661 | 1,299,618 |
Share-based compensation | 1,682,460 | 1,478,565 | 1,612,832 |
Loss (gain) on investments in marketable securities, net | 8,031,595 | (25,241,556) | 81,839 |
Gain on non-marketable investments | (1,147,190) | ||
Loss (gain) on investments in derivatives, net | 4,289 | 199,031 | (87,599) |
Changes in fair value of warrant liabilities | 866,300 | ||
Gain on derecognition of non-financial assets | (75,000) | ||
Loss on disposal of subsidiaries | 3,638 | ||
Gain on use of digital currencies | (4,918) | (46,717) | |
Settlement of service fee by tokens and digital currencies | 90,457 | 24,000 | 437,178 |
Operating lease cost | 425,280 | 483,398 | |
Loss on disposal of property, plant and equipment | 392 | 50,197 | |
Impairment loss of property, plant and equipment | 330,445 | ||
Impairment loss of intangible assets | 200,000 | ||
Gain on extinguishment of convertible debts | (1,198,490) | ||
Interest income | (41,246) | (825) | (79,558) |
Interest expense and accretion of convertible debts | 130,397 | 237,163 | 3,769,263 |
Accretion of finance lease obligation | 4,450 | 7,290 | 9,967 |
Changes in operating assets and liabilities | |||
Accounts receivable | (16,501) | (21,678) | (37,716) |
Inventories | 3,358 | (4,948) | (3,543) |
Other receivables and prepayments | 695,308 | (358,365) | (427,541) |
Long-term deposits | 20 | 55,429 | |
Due from brokers | 83,957 | 156,668 | 501,963 |
Amounts due from related parties | 112,635 | 50,962 | 168,089 |
Amounts due to related parties | (264,934) | (120,560) | (26,060) |
Accounts payable and accrued expenses | 855,272 | 800,960 | 986,241 |
Operating lease liabilities | (450,807) | (457,508) | |
Net cash used in operating activities | (14,651,633) | (15,931,913) | (13,382,633) |
Cash flows from investing activities | |||
Purchase of digital currencies | (200,000) | ||
Purchases of intangible assets | (6,026) | (70,109) | |
Purchases of property, plant and equipment | (131,750) | (161,314) | (837,062) |
Proceeds from disposal of property, plant and equipment | 1,051,282 | ||
Disposal of subsidiaries, net of cash disposed | (113,830) | ||
Proceeds from sales of investment securities | 20,116,734 | 952,196 | 999,110 |
Loan to a third party | (1,400,000) | ||
Loan to a related party | (3,358,089) | ||
Repayment of loan to a third party | 1,400,000 | ||
Net cash provided by (used in) investing activities | 16,507,039 | 1,842,164 | (108,061) |
Cash flows from financing activities | |||
Loan from related parties | 3,500,000 | 1,000,000 | 6,330,472 |
Repayment of loan from related parties | (5,489,665) | (5,306,558) | |
Payment for settlement of convertible debts | 13,600,000 | ||
Proceeds from issuance of Class A Ordinary Shares and warrants | 4,000,000 | 17,497,426 | |
Payments of offering costs | (715,091) | ||
Exercise of share options | 694,224 | ||
Exercise of warrants | 130,012 | ||
Payment of finance lease obligations | (53,846) | (53,845) | (53,843) |
Net cash provided by (used in) financing activities | 2,780,725 | 12,421,932 | (7,323,371) |
Net increase (decrease) in cash and restricted cash | 4,636,131 | (1,667,817) | (20,814,065) |
Cash and restricted cash – Beginning of year | 3,625,356 | 5,293,173 | 26,107,238 |
Cash and restricted cash – End of year | 8,261,487 | 3,625,356 | 5,293,173 |
Supplemental disclosures of cash flow information | |||
Interest paid | 273,155 | 131,554 | 557,333 |
Income taxes paid | |||
Proceeds in broker accounts | 20,116,734 | 952,196 | 999,110 |
Non-cash operating, investing and financing activities | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,107,206 | ||
Issuance of token in exchange of services | 300,000 | ||
Settlement of service fee by tokens and digital currencies | 90,457 | 24,000 | 437,178 |
Deemed dividend related to warrants down round provision | 755,514 | ||
Reconciliation of cash and restricted cash | |||
Cash | 8,131,217 | 3,495,231 | 5,189,003 |
Restricted cash | 130,270 | 130,125 | 104,170 |
Total cash and restricted cash shown in the consolidated statements of cash flows | $ 8,261,487 | $ 3,625,356 | $ 5,293,173 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION | 1. ORGANIZATION The consolidated financial statements include the financial statements of Aptorum Group Limited (the “Company”) and its subsidiaries. The Company and its subsidiaries are hereinafter collectively referred to as the “Group”. The Company, formerly known as APTUS Holdings Limited and STRIKER ASIA OPPORTUNITIES FUND CORPORATION, is a company incorporated on September 13, 2010 under the laws of the Cayman Islands with limited liability. The Company researches and develops life science and biopharmaceutical products within its wholly-owned subsidiary, Aptorum Therapeutics Limited, formerly known as APTUS Therapeutics Limited (“Aptorum Therapeutics”) and its indirect subsidiary companies (collectively, “Aptorum Therapeutics Group”). Below summarizes the list of the major subsidiaries consolidated as of December 31, 2021: Name Incorporation Ownership Place of Principle activities Aptorum Therapeutics Limited June 30, 2016 100% Cayman Islands Research and development of life science and biopharmaceutical products APTUS MANAGEMENT LIMITED May 16, 2017 100% Hong Kong Provision of management services to its holding company and fellow subsidiaries Aptorum Medical Limited August 28, 2017 92% Cayman Islands Provision of medical clinic services Aptorum Innovations Holding Limited April 15, 2019 100% Cayman Islands Investment holding company Aptorum Innovations Holding Pte. Limited June 5, 2019 75% Singapore Research and development of life science and biopharmaceutical products Acticule Life Sciences Limited June 30, 2017 80% Cayman Islands Research and development of life science and biopharmaceutical products Claves Life Sciences Limited August 2, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Nativus Life Sciences Limited July 7, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Videns Incorporation Limited March 2, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Mios Pharmaceuticals Limited March 6, 2018 97.93% Cayman Islands Research and development of life science and biopharmaceutical products mTOR (Hong Kong) Limited November 4, 2016 90% Hong Kong Research and development of life science and biopharmaceutical products Scipio Life Sciences Limited July 19, 2017 97.93% Cayman Islands Research and development of life science and biopharmaceutical products Signate Life Sciences Limited August 28, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Deconsolidation of subsidiaries On May 27, 2021, Aptorum Therapeutics Limited, which is a wholly owned subsidiary of Aptorum Group Limited, entered a Share Sale Agreement to sell all of the shares of SMPTH Limited to Aeneas Group Limited, a related party, at the consideration $1. SMPTH Limited was previously a wholly owned subsidiary of Aptorum Therapeutics Limited. The sale of SMPTH Limited was a common control transaction and resulted in $303,419 increase in additional paid-in capital in the consolidated statement of changes in equity. During 2021, the Group disposed various inactive subsidiaries in order to simplify the group structure. As a result, the Group recorded a loss of $3,638, which is included in other loss, net in the Group’s consolidated statement of operations for the year ended December 31, 2021. The loss is primarily resulted from the net reduction in deficit in non-controlling interest and carrying value of the assets and liabilities of these subsidiaries from the consolidated balance sheet. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY | 2. LIQUIDITY The Group reported a net loss of $27,114,293 and net operating cash outflow of $14,651,633 for the year ended December 31, 2021. In addition, the Group had an accumulated deficit of $55,537,515 as of December 31, 2021. The Group’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to reduce or eliminate its net losses for the foreseeable future. If management is not able to generate significant revenues from its product candidates currently in development, the Group may not be able to achieve profitability. The Group’s principal sources of liquidity have been cash and line of credit facilities from related parties and banks. As of the date of issuance of the consolidated financial statements, the Group has approximately $4.2 million of restricted and unrestricted cash, and $15 million and $3 million, respectively, of undrawn line of credit facilities from related parties and banks. In addition, the Group will need to maintain its operating costs at a level through strictly cost control and budget to ensure operating costs will not exceed such aforementioned sources of funds in order to continue as a going concern for a period within one year after the issuance of its consolidated financial statements. The Group believes that available cash, together with the efforts from aforementioned management plan and actions, should enable the Group to meet current anticipated cash needs for at least the next 12 months after the date that the consolidated financial statements are issued and the Group has prepared the consolidated financial statements on a going concern basis. We may, however, need additional capital in the future to fund our continued operations. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity or convertible debts would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations. We cannot assure you the financing will be available in amounts or on terms acceptable to us, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of presentation and consolidation The consolidated financial statements of the Group are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company, its direct and indirect wholly and majority owned subsidiaries. In accordance with the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation, we consolidate any variable interest entity (“VIE”) of which we are the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. We do not consolidate a VIE in which we have a majority ownership interest when we are not considered the primary beneficiary. We have determined that we are the primary beneficiary of Mios and Scipio, but not the primary beneficiary of Libra (see Note 14, Variable Interest Entity). We evaluate our relationships with the VIE on an ongoing basis to determine whether we become the primary beneficiary. All material intercompany balances and transactions have been eliminated in preparation of the consolidated financial statements. Non-controlling interests Non-controlling interests are recognized to reflect the portion of the equity of majority-owned subsidiaries which are not attributable, directly or indirectly, to the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group's consolidated balance sheets and have been separately disclosed in the Group's consolidated statements of operations and comprehensive loss to distinguish the interests from that of the Group. 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 consolidated financial statements as well as income and expenses during the reporting period. Significant accounting estimates reflected in the Group’s consolidated financial statements include valuation of equity securities, fair value of investments in securities, convertible debts, finance lease, warrants and share options, the useful lives of intangible assets and property, plant and equipment, impairment of long-lived assets, valuation allowance for deferred tax assets, and collectability of receivables. Actual results could differ from those estimates. Foreign currency translation and transaction USD is the reporting currency. The functional currency of subsidiaries in the Cayman Islands, Seychelles, Samoa and the United States are USD, the functional currency of subsidiaries in Hong Kong is Hong Kong Dollars (“HKD”), the functional currency of a subsidiary in Singapore is Singapore Dollars (“SGD”), the functional currency of a subsidiary in the United Kingdom is Great British Pound (“GBP”), the functional currency of subsidiaries in Canada is Canadian Dollars (“CAD”), and the functional currency of subsidiaries in Ireland is Euro (“EUR”). An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which it primarily generates and expends cash. The management considered various indicators, such as cash flows, market expenses, financing and inter-company transactions and arrangements in determining the Group’s functional currency. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use HKD, SGD, GBP, CAD and EUR as their functional currency, has been translated into USD. Assets and liabilities are translated from each subsidiary’s functional currency at the exchange rates on the balance sheet dates, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average exchange rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of operations and comprehensive income or loss. Cash Cash consists of cash on hand and bank deposits, which is unrestricted as to withdrawal and use. Restricted cash Restricted cash represented time deposits pledged for banking facilities. Digital currencies Digital currencies represented BitCoin, Ethereum, or other virtual currencies that the Group purchased and used to settle certain token related expenses. Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies purchased are recorded at cost. Digital currencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital currency at the time its fair value is being measured. In testing for impairment, the Group has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Group concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of digital currencies by the Group are included within investing activities in the consolidated statements of cash flows. The utilization of digital currencies in exchange of services are included within operating activities in the consolidated statements of cash flows and any gains or losses from such use are included in other income (loss) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method. Inventories Inventories are stated at lower of cost and net realizable value. Cost is determined using the weighted average method. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. Accounts receivable Accounts receivable are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding amounts at period end. An allowance is estimated in accordance with ASC Topic 326, Credit Losses Marketable securities Marketable securities are publicly traded stocks measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because the Group either uses quoted prices for identical assets in active markets, inputs that are based upon quoted prices for similar instruments in active markets, or quoted prices for identical assets in markets with insufficient volume or infrequent transaction (less active markets). Investments in derivatives Investments in derivatives are warrants measured at fair value, with gains or losses from changes in fair value recognized in other (loss) income, net in the consolidated statement of operations. The fair value of these warrants have been determined using the Black-Scholes pricing mode. The Black-Scholes pricing model provides for assumptions regarding volatility, call and put features and risk-free interest rates within the total period to maturity. Long-term investments The Group’s long-term investments consist of equity method investment in common stocks and non-marketable investments in non-redeemable preferred shares of privately-held companies that are not required to be consolidated under the variable interest or voting models. Long-term investments are classified as non-current assets on the consolidated balance sheets as those investments do not have stated contractual maturity dates. Non marketable investments The non-marketable equity securities not accounted for under the equity method are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. Equity method investment – Fair value option The Group elects the fair value option for an investment that would otherwise be accounted for using the equity method of accounting. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. The fair value of such investments is based on quoted prices in an active market, if any, or recent orderly transactions for identical or similar investment of the same issuer. Changes in the fair value of these equity method investments are recognized in other (loss) income, net in the consolidated statement of operations. Fair value measurement Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact its business, and it considers assumptions that market participants would use when pricing the asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy prioritizes the inputs utilized in measuring fair value as follows: ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The hierarchy requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Group has estimated the fair value amounts of its financial instruments using the available market information and valuation methodologies considered to be appropriate and has determined that the carrying value of the Group’s cash, restricted cash, accounts receivable, due from brokers, other receivables and prepayments, amounts due from/to related parties, accounts payable and accrued expenses, and loan receivables from related parties as of December 31, 2021 and 2020 approximate fair value due to the short-term nature of these assets and liabilities. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Assets under construction are stated at cost less impairment losses. Cost comprises of cost of laboratory equipment delivered but not ready to be used, together with interest expense capitalized during the period of construction or installation and testing. Capitalization of these costs ceases and the asset concerned is transferred to the appropriate fixed assets category when substantially all the activities necessary to prepare the asset for its intended use are completed. Depreciation of property, plant and equipment is provided using the straight-line method over their estimated useful lives: Building 29 years Computer equipment 3 years Furniture, fixture, and office and medical equipment 5 years Leasehold improvements Shorter of the remaining lease terms or 5 years Laboratory equipment 5 years Motor vehicle 5 years Upon sale or disposal, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income. Intangible assets Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values. Finite-lived intangible assets are carried at cost less accumulated amortization and impairment if any. The finite intangible assets are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Group. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Group’s intangible assets mainly consist of computer software, exclusive rights in prepaid patented and unpatented licenses. The prepaid patented licenses are for clinical purpose or further development into other products. Prepaid unpatented license is for further development, once the associated research and development efforts are completed, the prepaid unpatented license will be reclassified as a finite-lived asset and is amortized over its useful life. The estimated useful life of the exclusive rights in using patents is generally the remaining patent life from the acquisition date to expiration date under the law, which is 17 to 20 years, the Group will reassess the remaining patent life on annual basis, and the Group will assess the intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Impairment of long-lived assets The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. Convertible debts The Group determines the appropriate accounting treatment of its convertible debts in accordance with the terms in relation to the conversion feature, call and put option, beneficial conversion feature (“BCF”) and settlement feature. After considering the impact of such features, the Group concluded that, the convertible debts contained a contingent beneficial conversion feature, which shall not be recognized in earnings until the contingency is resolved, and therefore accounted for such instrument as a liability in its entirety. Convertible debts were subsequently measured at amortized cost, using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in interest expense in the consolidated statements of operations. Management concluded that the contingency was effectively resolved upon the completion of the IPO on December 17, 2018 so that part of the convertible debts were converted automatically accordingly. The BCF derecognized upon automatic conversion was recorded as interest expense with a corresponding increase to additional paid-in capital. The remaining BCF was recorded as debt discount, which was amortized through the maturity of the convertible debts, with a corresponding increase to additional paid-in capital. On April 24, 2019, the Group repurchased its convertible debts at approximately $13.6 million with carrying amount of approximately $13.5 million and a gain on extinguishment on convertible debts of approximately $1.2 million was recognized. The repurchasing of convertible debts is considered an extinguishment and the difference between the repurchasing price of debt, the net carrying amount of the extinguished debt and the intrinsic value of BCF is recognized in the consolidated statements of operations. The intrinsic value of BCF of approximately $1.3 million at the extinguishment date was recorded as a reduction of additional paid-in capital. Operating leases Prior to the adoption of ASU No. 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance including ASU No. 2017-13, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20, and ASU No. 2019-01 (collectively, “Topic 842”), operating leases were not recognized on the consolidated balance sheets, instead, rental expenses with fixed payments were recognized on a straight-line basis over the lease term. Effective January 1, 2020, the Group adopted Topic 842 using a modified retrospective transition approach for leases that exist at, or are entered into after January 1, 2020, and has not recast the comparative periods presented in the consolidated financial statements. At the inception of a contract, the Group determines if the arrangement is, or contains, a lease. Operating lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred and less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Group uses incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. The lease term for all of the Group’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Group’s option to extend (or not to terminate) the lease that the Group is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. For operating leases, the Group recognizes a single lease cost on a straight-line basis over the remaining lease term. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease terms. Finance lease Leases that transfer substantially all the rewards and risks of ownership of assets to the Group, other than legal title, are accounted for as finance leases. At the inception of a finance lease, the cost of the leased asset is capitalized at the present value of the minimum lease payments and recorded together with the obligation, excluding the interest element, to reflect the purchase and financing. Assets held under capitalized finance leases are included in property, plant and equipment, and depreciated over the shorter of the lease terms and the estimated useful lives of the assets. The interest expenses of such leases are charged to the consolidated statements of operations to provide a constant periodic rate of charge over the lease terms. Warrants In connection of the issuance of Class A Ordinary Shares, the Company may issue warrants to purchase Class A Ordinary Shares. Warrants classified as equity are initially recorded at fair value and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Revenue recognition Revenues are derived from healthcare services rendered to patients for healthcare consultation and medical treatment. Revenue is reported at the amount that reflects the consideration to which the Group expects to be entitled in exchange for providing healthcare services. The Group recognizes revenue as its performance obligations are completed. Healthcare services are treated as a single performance obligation satisfied at a point in time because the performance obligations are generally satisfied over a period of less than one day. The Group determines the transaction price based on established billing rates. The Group considers the patient's ability and intent to pay the amount of consideration upon admission. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included as a component of other operating expenses in the consolidated statements of operations. During the years ended December 31, 2021, 2020, and 2019, there were no bad debt expenses were recorded. Cost of healthcare services Cost of healthcare services rendered represents cost in relation to the medical services provided including the compensation of the physicians and cost of pharmaceutical supplies and medicine. Research and development expenses Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including amortization of the patent license, depreciation of laboratory equipment, costs of engaging external consultants, advisors and contracted research organization to conduct preclinical development activities and trials, payroll expenses to research and development staff, and sponsored research expenses to universities and research institutions. Share-based compensation The Group uses the fair value method of accounting for the share options granted to directors, employees, external consultants and advisors to measure the cost services received in exchange for the share based awards. The fair value of share option awards with only service condition is estimated on the grant or offering date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the risk-free interest rate, expected term and expected volatility. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which a director, employee, external consultant or advisor is required to provide service in exchange for the awards, usually the vesting period, which is generally from 9.5 months to 21.5 months. Share-based compensation expense is recognized on a graded vesting basis, net of actual forfeitures in the period. Share-based compensation expense is recorded in cost of healthcare services, research and development expenses, general and administrative fees and legal and professional fees in the consolidated statements of operations. Gain or loss on derecognition of non-financial asset The Group determines if a contract exists, identifies the distinct non-financial assets, and determines when control transfers and, therefore, when to derecognize the asset. Additionally, the Group applies the measurement principles of revenue from contracts with customers within U.S. GAAP to determine the amount of consideration to include in the calculation of the gain or loss for the non-financial asset. Any gains or losses have been included within other income (loss). Income taxes The Group accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are determined based on differences between the financial carrying amounts of existing assets and liabilities and their tax bases. Income taxes are provided for in accordance with the laws of the relevant taxing authorities. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Group is able to realize their benefits, or that future deductibility is uncertain. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Uncertain tax positions The Group accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Group recognizes interest on non-payment of income taxes and penalties associated with tax positions when a tax position does not meet more likely than not thresholds be sustained under examination. The tax returns of the Group’s Hong Kong subsidiaries are subject to examination by the relevant tax authorities. According to the Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed or has been assessed at less than the proper amount, the statute of limitation is extended to ten years if the underpayment of taxes is due to fraud or willful evasion. According to United Kingdom, Singapore, the United States and Samoa tax rule, trading losses are available to be carried forward indefinitely. According to the Seychelles tax rule, net operating losses are available to be carried forward for 5 years. The Group did not have any material interest or penalties associated with tax positions for the years ended December 31, 2021, 2020 and 2019, and did not have any significant unrecognized uncertain tax positions as of December 31, 2021 and 2020. The Group does not believe that its assessment regarding unrecognized tax benefits will materially change over the next twelve months. Comprehensive income or loss U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheets, such items, along with net income or loss, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of exchange differences on translation of foreign operations. Net income or loss per share Basic net income or loss per share is computed by dividing net income or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Potential dilutive securities are excluded from the calculation of diluted loss per share in loss periods as their effect would be anti-dilutive. Risks and uncertainties The Group is subject to a number of risks associated with companies at a similar stage, including dependence on key individuals, competition from similar services and larger companies, volatility of the industry, ability to obtain regulatory clearance, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Group and general economic conditions. The Group is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Group’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. Subsequently, the FASB issued ASU 2019-05, Financial Instruments- Credit Losses (Topic 326): Targeted Transition Relief. The amendments in ASU 2016-13 update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, accounts receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We adopted the ASU during 2021 as of the beginning of our fiscal year, which did not have a material impact on our consolidated financial statements. Recently issued accounting standards which have not yet been adopted The Group is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2010 (the “JOBS Act”). Under the JOBS Act, the emerging growth companies (“EGCs”) can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes. This standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, on a prospective basis, and early adoption is permitted. The ASU is currently not expected to have a material impact on our consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The ASU addresses the previous lack of specific guidance in the accounting standards codification related to modifications or exchanges of freestanding equity-classified written call options (such as warrants) by specifying the accounting for various modification scenarios. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for any periods after issuance to be applied as of the beginning of the fiscal year that includes the interim period. The ASU is currently not expected to have a material impact on our consolidated finan |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Abstract | |
REVENUE | 4. REVENUE For the years ended December 31, 2021, 2020 and 2019, all revenue came from provision of healthcare services in Hong Kong. |
Investment and Fair Value Measu
Investment and Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
INVESTMENT AND FAIR VALUE MEASUREMENT | 5. INVESTMENT AND FAIR VALUE MEASUREMENT Assets Measured at Fair Value on a Recurring Basis The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2021 and 2020: December 31, 2021 Level 1 Level 2 Level 3 Total Current Assets Marketable securities Common stocks $ 23,527 $ 213,088 $ - $ 236,615 Non current Assets Long-term investments Common stocks $ - $ - $ 77,200 $ 77,200 Total assets at fair value $ 23,527 $ 213,088 $ 77,200 $ 313,815 December 31, 2020 Level 1 Level 2 Level 3 Total Current Assets Marketable securities Common stocks $ 66,062 $ 28,318,882 $ - $ 28,384,944 Investments in derivatives Warrants - - 4,289 4,289 Total assets at fair value $ 66,062 $ 28,318,882 $ 4,289 $ 28,389,233 The following is a reconciliation of Level 3 assets measured and recorded at fair value on a recurring basis during the years ended December 31, 2021 and 2020: Warrants Common Stock Balance at January 1, 2021 $ 4,289 $ - Change in unrealized (depreciation) appreciation, net (4,289 ) - Additions - 77,200 Balance at December 31, 2021 $ - $ 77,200 Net change in unrealized appreciation relating to investments still held at December 31, 2021 - - Balance at January 1, 2020 $ 203,320 $ - Change in unrealized depreciation (199,031 ) - Balance at December 31, 2020 $ 4,289 $ - Net change in unrealized depreciation relating to investments still held at December 31, 2020 (198,549 ) - The following table presents the quantitative information about the Group’s Level 3 fair value measurements of investment as of December 31, 2021 and 2020, which utilized significant unobservable internally-developed inputs: December 31, 2021 Valuation technique Unobservable input Range (weighted average) Common stocks Recent transactions Recent transaction price $0.0001 - $0.01 December 31, 2020 Valuation technique Unobservable input Range (weighted average) Warrants Black-Scholes Model Estimated time to exit 6 months Non-marketable investments The Group’s non-marketable investments are investments in privately held companies without readily determinable fair values. The carrying value of the non-marketable investments are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (loss), net in the consolidated statements of operations. The following is a summary of unrealized gains and losses recorded in other income (loss), net, and included as adjustments to the carrying value of non-marketable investments held as of December 31, 2021, 2020 and 2019 based on the observable price in an orderly transaction for the same or similar security of the same issuers: Year ended Year ended Year ended Upward adjustments $ - $ - $ 1,017,468 Total unrealized gain for non-marketable investments $ - $ - $ 1,017,468 The Group did not record any realized gains or losses for the non-marketable investments measured at fair value on a non-recurring basis during the years ended December 31, 2021, 2020 and 2019. The following table summarizes the total carrying value of the non-marketable investments held as of December 31, 2021 and 2020 including cumulative unrealized upward and downward adjustments made to the initial cost basis of the investments: December 31, December 31, Initial cost basis $ 4,079,707 $ 4,079,707 Upward adjustments - - Total carrying value at the end of the year $ 4,079,707 $ 4,079,707 For the year ended December 31, 2020, non-marketable investments with initial cost of $2,015,005 and accumulated upward adjustments of $1,017,468 were transferred into marketable securities, at fair value. There was no transferred of non-marketable investments into marketable securities for the year ended December 31, 2021. Equity method investment, fair value option In December 2021, one of the Group’s subsidiaries, Libra Sciences Limited (“Libra”, formerly known as Aptorum Pharmaceutical Development Limited), issued Class A and Class B ordinary shares to various parties in exchange of licenses or cash. Each Class A share of Libra is entitled to 1 vote while each Class B share of Libra is entitled to 10 votes. Upon the share issuance, the Group was holding 97.27% economic interest and 31.51% voting power in Libra. The Group lost the controlling interest in Libra because it was transferred to a third party, and therefore deconsolidated Libra. However, the Group still owns 97.27% economic interest and 31.51% voting power, which is deemed as having significant influence over Libra. As a result, the Group’s investment in Libra is subject to the equity method of accounting. The Group assessed that the fair value option can better reflect the true value of Libra. Pursuant to ASC 825 – Financial Instruments (“ASC 825”), the Group elected to apply the fair value option for its investments in Libra and will remeasure its investments in Libra at fair value every reporting period. For the year ended December 31, 2021, there was no change in fair value of equity method investment, at fair value. |
Other Receivables and Prepaymen
Other Receivables and Prepayments | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
OTHER RECEIVABLES AND PREPAYMENTS | 6. OTHER RECEIVABLES AND PREPAYMENTS Other receivables and prepayments as of December 31, 2021 and 2020 consisted of: December 31, December 31, Prepaid research and development expenses $ 314,165 $ 978,044 Prepaid insurance 92,035 82,060 Prepaid service fee 90,857 174,114 Rental deposits 12,011 12,022 Prepaid rental expenses 13,205 14,251 Other receivables 47,697 74,176 Others 23,508 44,329 $ 593,478 $ 1,378,996 |
Digital Currencies
Digital Currencies | 12 Months Ended |
Dec. 31, 2021 | |
Digital Currencies Abstract | |
DIGITAL CURRENCIES | 7. Digital Currencies The following table presents additional information about digital currencies: December 31, December 31, Beginning balance $ 1,539 $ 1,539 Utilization of digital currencies to settle service fee (6,457 ) - Gain on use of digital currencies 4,918 - Ending balance $ - $ 1,539 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 8. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment as of December 31, 2021 and 2020 consisted of: December 31, December 31, Computer equipment $ 85,495 $ 77,611 Furniture, fixture, and office and medical equipment 264,123 262,664 Leasehold improvements 542,514 542,514 Laboratory equipment 4,179,064 4,058,538 Motor vehicle 239,093 239,093 Assets in construction 1,899,169 1,899,169 7,209,458 7,079,589 Less: accumulated depreciation 3,478,342 2,393,266 Property, plant and equipment, net $ 3,731,116 $ 4,686,323 Depreciation expenses for property, plant and equipment amounted to $1,086,564, $1,128,867 and $1,071,799 for the years ended December 31, 2021, 2020 and 2019, respectively. For the year ended December 31, 2020, the Group recorded $330,445 of impairment loss of buildings in other operating expenses due to the management assessed that its carrying amount may not be recoverable. On July 20, 2020, the Group signed a sales and purchase agreement to sell its property in Fo Tan, Hong Kong, at approximately $1.1 million to a third party buyer. The property was assigned to the buyer on September 1, 2020. For the year ended December 31, 2021 and 2019, no impairment loss was recorded. For the year ended December 31, 2021, the Group recorded $392 of loss on disposal of office equipment in other operating expenses. For the year ended December 31, 2020, the Group disposed certain leasehold improvement and furniture, fixture, and office equipment as a result of the relocation of office, incurred a disposal loss of $50,197 in other operating expenses. For the year ended December 31, 2019, no gain or loss from disposal was recorded. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET December 31, December 31, Gross carrying amount Prepaid patented licenses $ 1,338,205 $ 1,322,820 Computer software 31,667 26,985 1,369,872 1,349,805 Less: accumulated amortization Prepaid patented licenses 462,803 360,212 Computer software 26,813 24,736 489,616 384,948 Intangible assets, net Prepaid patented licenses 875,402 962,608 Computer software 4,854 2,249 Intangible assets, net $ 880,256 $ 964,857 As of December 31, 2021 and 2020, the Group has capitalized eight and seven of the exclusive licenses respectively, which includes seven patented technologies in relation to the Group’s therapeutics segment respectively. Pursuant to the license agreements, the Group paid upfront payments and became the exclusive licensee to prosecute certain patents developed or licensed under the applicable agreements. Prepaid patented licenses and computer software are finite-lived intangible assets which are amortized over their estimated useful life. Amortization expenses for finite-lived intangible assets amounted to $106,014, $145,961 and $167,985 for the years ended December 31, 2021, 2020 and 2019, respectively. For the year ended December 31, 2020, an impairment loss of $200,000 was recognized in research and development expenses as the Group considered that the carrying amount of an intangible asset related to an unpatented license may not be recoverable. This license agreement was terminated on February 19, 2021. For the year ended December 31, 2021 and 2019, no impairment loss was recorded. The Group wrote off the cost and the related amortization of $1,344, $70,477 and $34,400 after the expiration of the computer software for the years ended December 31, 2021, 2020 and 2019, respectively. The Group expects amortization expense related to its finite-lived intangible assets for the next five years and thereafter to be as follows as of December 31, 2021: For the years ending December 31, Amount 2022 $ 105,911 2023 105,911 2024 99,245 2025 81,925 2026 81,924 Thereafter 405,340 Total $ 880,256 |
Long-Term Deposits
Long-Term Deposits | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEPOSITS | 10. LONG-TERM DEPOSITS Long-term deposits as of December 31, 2021 and 2020 consisted of: December 31, December 31, Rental deposits $ 149,175 $ 149,175 Prepayments for equipment 147,050 147,050 $ 296,225 $ 296,225 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2021 and 2020 consisted of: December 31, December 31, Deferred bonus and salaries payable $ 3,173,739 $ 2,078,958 Research and development expenses payable 519,012 750,989 Professional fees payable 166,190 185,838 Cost of healthcare services payable 142,968 104,457 Insurance expenses payable 35,010 33,152 Others 135,646 87,378 $ 4,172,565 $ 3,240,772 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The Company and its subsidiaries file tax returns separately. Income taxes Cayman Islands: under the current laws of the Cayman Islands, the Company and its subsidiaries in the Cayman Islands are not subject to taxes on their income and capital gains. Hong Kong: in accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. In March 2018, the Hong Kong Government introduced a two-tiered profit tax rate regime by enacting the Inland Revenue (Amendment) (No.3) Ordinance 2018 (the “Ordinance”). Under the two-tiered profits tax rate regime, the first $2 million of assessable profits of qualifying corporations is taxed at 8.25% and the remaining assessable profits at 16.5%. The Ordinance is effective from the year of assessment 2018-2019. According to the policy, if no election has been made, the whole of the taxpaying entity’s assessable profits will be chargeable to Profits Tax at the rate of 16.5% or 15%, as applicable. Because the preferential tax treatment is not elected by the Group, all the subsidiaries registered in Hong Kong are subject to income tax at a rate of 16.5%. The subsidiaries registered in Hong Kong did not have assessable profits that were derived Hong Kong during the years ended December 31, 2021, 2020 and 2019. Therefore, no Hong Kong profit tax has been provided for in the periods presented. Our returns for 2015 and subsequent tax years remain subject to examination by Hong Kong Inland Revenue Department. United Kingdom: in accordance with the relevant tax laws and regulations of United Kingdom, a company registered in the United Kingdom is subject to income taxes within United Kingdom at the applicable tax rate on taxable income. All the United Kingdom subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 19%. The subsidiary in United Kingdom did not have assessable profits that were derived from United Kingdom during the years ended December 31, 2021, 2020 and 2019. Therefore, no United Kingdom profit tax has been provided for in the periods presented. Our returns for 2017 and subsequent tax years remain subject to examination by the UK tax authority. Singapore: in accordance with the relevant tax laws and regulations of Singapore, a company registered in the Singapore is subject to income taxes within Singapore at the applicable tax rate on taxable income. All the Singapore subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 17%. The subsidiary in Singapore did not have assessable profits that were derived from Singapore during the years ended December 31, 2021, 2020 and 2019. Therefore, no Singapore profit tax has been provided for in the periods presented. Our returns for 2017 and subsequent tax years remain subject to examination by the Singapore tax authority. United States (Nevada): in accordance with the relevant tax laws and regulations of the United States, a company registered in the United States is subject to income taxes within the United States at the applicable tax rate on taxable income. All the United States subsidiaries in Nevada that are not entitled to any tax holiday were subject to income tax at a rate of 21%. The subsidiary in the United States did not have assessable profits that were derived from the United States during the years ended December 31, 2021, 2020 and 2019. Therefore, no United States profit tax has been provided for in the periods presented. Our returns for 2018 and subsequent tax years remain subject to examination by Internal Revenue Service. Canada: in accordance with the relevant tax laws and regulations of Canada, a company registered in Canada is subject to income taxes within Canada at the applicable tax rate on taxable income. All the Canada subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 15%. The subsidiary in Canada did not have assessable profits that were derived from Canada during the years ended December 31, 2021, 2020 and 2019. Therefore, no Canada profit tax has been provided for in the periods presented. Our returns for 2017 and subsequent tax years remain subject to examination by the Canada tax authority. Ireland: in accordance with the relevant tax laws and regulations of Ireland, a company registered in Ireland is subject to income taxes within Ireland at the applicable tax rate on taxable income. All the Ireland subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 12.5%. The subsidiary in Ireland did not have assessable profits that were derived from Ireland during the years ended December 31, 2021, 2020 and 2019. Therefore, no Ireland profit tax has been provided for in the periods presented. Our returns for 2017 and subsequent tax years remain subject to examination by the Ireland tax authority. The components of the provision for income taxes expenses are: Year ended Year ended Year ended Current $ - $ - $ - Deferred - - - Total income taxes expense $ - $ - - The reconciliation of income taxes expenses computed at the Hong Kong statutory tax rate applicable to income tax expense is as follows: Year ended Year ended Year ended Net income (loss) before tax $ (27,114,293 ) $ 4,920,167 $ (20,116,938 ) Provision for income taxes at Hong Kong statutory income tax rate (16.5%) (4,473,859 ) 811,828 (3,319,294 ) Impact of different tax rates in other jurisdictions (214,135 ) (18,869 ) (91,623 ) Non-taxable income (716,628 ) (4,281,521 ) (389,714 ) Non-deductible expenses 1,992,463 79,200 702,433 Change in valuation allowance 3,412,159 3,409,362 3,098,198 Effective income tax expense $ - $ - $ - Deferred tax asset, net Deferred tax assets and deferred tax liabilities reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases used for income tax purpose. The following represents the tax effect of each major type of temporary difference. December 31, December 31, Deferred tax asset: Tax loss carry forward $ 12,189,424 $ 9,461,421 Share-based payment expenses 698,564 497,808 12,887,988 9,959,229 Deferred tax liability: Depreciation and amortization (255,824 ) (397,669 ) Net deferred tax assets before valuation allowance 12,632,164 9,561,560 Valuation allowance (12,632,164 ) (9,561,560 ) Deferred tax asset, net $ - $ - As of December 31, 2021 and 2020, the Group had net operating loss carry-forwards of $73,785,041 and $57,065,283, respectively, including its Hong Kong, Singapore, the United States, the United Kingdom, Canada and Ireland operations, which are available to reduce future taxable income and have an unlimited carryover period. For the year ended December 31, 2021, there was no tax loss carried forward expired, while tax loss brought forward of $1,805,527 was cancelled due to the disposal of various subsidiaries. Valuation allowance was provided against deferred tax assets in entities where it was determined, it was more likely than not that the benefits of the deferred tax assets will not be realized. The Group had deferred tax assets which consisted of tax loss carry forward, which can be carried forward to offset future taxable income. The Group maintains a full valuation allowance on its net deferred tax assets. The management determines it is more likely than not that all of its deferred tax assets will not be utilized. Changes in valuation allowance are as follows: Year ended Year ended Year ended Balance as of January 1 $ 9,561,560 $ 6,152,198 $ 3,054,000 Additions 3,412,159 3,409,362 3,098,198 Disposal (341,555 ) - - Balance as of December 31 $ 12,632,164 $ 9,561,560 $ 6,152,198 |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | 13. RELATED PARTY BALANCES AND TRANSACTIONS The following is a list of a director and related parties to which the Group has transactions with: (a) Ian Huen, the Chief Executive Officer and an Executive Director of the Group; (b) Darren Lui, the President and an Executive Director of the Group (c) Clark Cheng, an Executive Director of the Group; (d) Sabrina Khan, the Chief Financial Officer of the Group. (e) Aeneas Group Limited, an entity controlled by Ian Huen; (f) Aeneas Management Limited, an entity controlled by Ian Huen; (g) Aenco Solutions Limited, an entity controlled by Ian Huen. In 2020, it is no longer the Group’s related party as it is disposed to a third party; (h) Aenco Limited, an entity controlled by Ian Huen; (i) Aeneas Technology (Hong Kong) Limited, an entity controlled by Ian Huen; (j) Jurchen Investment Corporation, the holding company and an entity controlled by Ian Huen; (k) CGY Investment Limited, an entity jointly controlled by Darren Lui; (l) ACC Medical Limited, an entity controlled by Clark Cheng; (m) Talem Medical Group Limited, an entity which Clark Cheng is a director; (n) Libra Sciences Limited, an entity which was originally a wholly owned subsidiary of ATL. Since December 30, 2021, Libra has been turned into a related party to the Group due to the voting power owned by ATL is decreased to below 50% but more than 20%. (Note 14) Amounts due from related parties Amounts due from related parties consisted of the following as of December 31, 2021 and 2020: December 31, December 31, Current Libra Sciences Limited $ 4,193 $ - Jurchen Investment Corporation 2,000 - CGY Investment Limited 2,000 - Talem Medical Group Limited 3,397,650 - $ 3,405,843 $ - Amounts due to related parties Amounts due to related parties consisted of the following as of December 31, 2021 and 2020: December 31, December 31, Current Ian Huen $ 1,397 $ 2,110 Darren Lui 3,449 - Clark Cheng 5,699 401 Sabrina Khan 844 39 Aeneas Group Limited - 123,922 Jurchen Investment Corporation - 19,454 Total $ 11,389 $ 145,926 Non-current Aeneas Group Limited (Note a) $ - $ 1,507,285 Jurchen Investment Corporation (Note a) - 500,000 $ - $ 2,007,285 Related party transactions Related party transactions consisted of the following for the years ended December 31, 2021, 2020 and 2019: Year ended Year ended Year ended Loan from related parties (Note a) - Aeneas Group Limited $ 1,000,000 $ 500,000 $ 3,330,472 - Jurchen Investment Corporation $ 2,500,000 $ 500,000 $ 3,000,000 Interest expenses (Note a) - Aeneas Group Limited $ 64,753 $ 155,633 $ 14,247 - Jurchen Investment Corporation $ 65,644 $ 81,530 $ 20,055 Loan repayment and interest paid to related parties (Note a) - Aeneas Group Limited $ 2,673,389 $ 2,356,080 $ - - Jurchen Investment Corporation $ 3,085,097 $ 3,082,131 $ - Loan to a related party (Note b) - Talem Medical Group Limited $ 3,358,089 $ - $ - Interest income (Note b) - Talem Medical Group Limited $ 39,561 $ - $ - Consultant, secondment, management and administrative services fees (Note c) - CGY Investments Limited $ 173,333 $ 169,462 $ - - ACC Medical Limited $ 157,511 $ 13,018 $ - - Aenco Limited $ - $ 746,153 $ 830,769 - Aeneas Technology (Hong Kong) Limited $ - $ 617,794 $ - - Aeneas Management Limited $ - $ 231,795 $ 698,152 Rental expense (Note d) - Jurchen Investment Corporation $ - $ 96,300 $ 227,729 Issuance of tokens for tokens creation, offering and consultancy services (Note e) - Aenco Solutions Limited $ - $ - $ 300,000 Tokens creation, offering and consultancy services expense (Note e) - Aenco Solutions Limited $ - $ - $ 192,000 Prepayment of tokens consultancy services (Note e) - Aenco Solutions Limited $ - $ - $ 108,000 Healthcare services income - Aeneas Management Limited $ 7,564 $ 321 $ 1,923 Note a: On August 13, 2019, the Group entered into financing arrangements with Aeneas Group Limited, a related party, and Jurchen Investment Corporation, the ultimate parent of the Group, allowing the Group to access up to a total $15.0 million in line of credit debt financing. The line of credit will initially mature on August 12, 2022, extendable for up to an additional three years period upon mutual written consent. The interest on the outstanding principal indebtedness is at the rate of 8% per annum. The Group may early repay, in whole or in part, the principal indebtedness and all interest accrued at any time prior to the maturity date without the prior written consent of the lender and without payment of any premium or penalty. Note b: On November 17, 2021, Aptorum Therapeutics Limited (the “Lender”) entered into a loan agreement with Talem Medical Group Limited (the “Borrower”). According to the loan agreement, the Lender granted a loan of up to AUD4,700,000 for the Borrower for general working capital purposes of the Borrower and its subsidiaries. The loan is interest-bearing at a rate of 10% per annum and secured by the entire issued shares of Talem Medical Group (Australia) Pty Limited held by the Borrower. The loan is initially matured 6 months from the date of the first drawdown. The maturity date may be extended for 6 months to the first extended maturity date, and further extended for another 6 months to the second extended maturity date, if certain conditions stated in loan agreement are satisfied. Note c: Aenco Limited provided certain information technology services to the Group. For the year ended December 31, 2019, Aenco Limited was entitled to receive a fixed amount of services fees of HKD 540,000 (approximately $69,231) per calendar month with the expiry date on December 31, 2019. The agreement was originally renewed under the same terms with the expiry date on December 31, 2020. The agreement was replaced by another agreement on April 1, 2020. Pursuant to the replaced agreement, Aenco Limited is entitled to receive a fixed amount of services fee of HKD 700,000 (approximately $89,744) per calendar month. On September 30, 2020, the replaced agreement was terminated as mutually agreed. Aeneas Technology (Hong Kong) Limited provided research to the Group to assist the Group in computerized drug screening process of Smart-ACT ® Aeneas Management Limited provided certain documentation and administrative services to the Group. For the year ended December 31, 2019, Aeneas Management Limited was entitled to receive a fixed amount of services fees of HKD 452,000 (approximately $57,949) per calendar month with the expiry date on December 31, 2019. The agreement was originally renewed under the same terms with the expiry date on December 31, 2020. On April 30, 2020, the agreement was terminated as mutually agreed. CGY Investment Limited provided certain consultancy, advisory and management services to the Group on potential investment projects related to healthcare or R&D platforms. CGY Investment Limited is initially entitled to receive HK $104,000 (approximately $13,333) per calendar month plus reimbursement; such the monthly service fee is adjusted to HK$171,200 (approximately US$21,949) with effect from March 1, 2022. The agreement will be remained in effect until 1 month’s notice in writing is given by either party. ACC Medical Limited provided certain consultancy, advisory, and management services to the Group on clinic operations and other related projects for clinics’ business development. ACC Medical Limited is initially entitled to receive HK $101,542 (approximately $13,018) per calendar month plus reimbursement; such monthly service fee is adjusted to HK$143,200 (approximately US$18,359 per month) effective from March 1, 2022. The agreement will be remained in effect until 1 month’s notice in writing is given by either party. Note d: Jurchen Investment Corporation entered into a sub-tenancy agreement with a subsidiary of the Group for the rental arrangement of an office in Hong Kong. For the period February 1, 2018 through January 31, 2021, Jurchen Investment Corporation was entitled to receive a fixed amount of rental fee of HK $130,000 (approximately USD 16,667) per calendar month. In May 2020, Jurchen Investment Corporation and the Group mutually agreed to early terminate the rental agreement and returned the office on May 31, 2020. Note e: In July 2019, Smart Pharmaceutical Limited Partnership (“SPLP”), a wholly owned subsidiary of the Group, transferred 100,000,000 SMPT token to Aenco Solutions Limited, a related party, in exchange of the services related to token creation and offering and consulting services for five years for an amount of $300,000. On March 5, 2021, all agreements regarding the SMPT tokens, including the agreement between SPLP and Aenco Solutions Limited in exchange of the service to deal with the token creation, have been terminated. Note f: On March 29, 2019, Aptorum Medical Limited issued 112 shares to Clark Cheng in according to the appointment agreement, decreasing the equity interest of the Company from 95% to 94%. On January 2, 2020, Aptorum Medical Limited further issued 115 shares to Clark Cheng in according to the appointment agreement, decreasing the equity interest of the Company from 94% to 93%. On January 2, 2021, Aptorum Medical Limited further issued 117 shares to Clark Cheng in according to the appointment agreement, decreasing the equity interest of the Company from 93% to 92%. Note g: On May 27, 2021, Aptorum Therapeutics Limited, which is a wholly owned subsidiary of Aptorum Group Limited, entered a Share Sale Agreement to sell all of the shares of SMPTH Limited to Aeneas Group Limited at the consideration $1. The sale of SMPTH Limited was a common control transaction and resulted in $303,419 increase in additional paid-in capital in the condensed consolidated statement of changes in equity. Note h: On January 1, 2022, the Group entered into an administrative management services agreement with Libra Sciences Limited. According to the agreement, the Group will provide documentation and administrative services, include but are not limited to human resources and payroll administration, general secretarial and administrative support, and accounting and financial reporting services. The Group is entitled to receive a fixed amount of services fees of HKD 25,000 (approximately $3,205) per calendar month with the expiry date on December 31, 2023. Note i: On January 13, 2022, the Group entered a line of credit facility with Libra Sciences Limited to provide up to a total $1 million line of credit for its daily operation. The line of credit will mature on July 12, 2022, extendable for up to twelve months, and the interest on the outstanding principal indebtedness will be at the rate of 10% per annum. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
VARIABLE INTEREST ENTITY | 14. VARIABLE INTEREST ENTITY The Company consolidates VIEs in which the Group has a variable interest and is determined to be the primary beneficiary. This determination is based on whether the Group has a variable interest (or combination of variable interests) that provides the Company with (a) the power to direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. The Group continually reassesses whether it is the primary beneficiary of a VIE throughout the entire period the Group is involved with the VIE. On December 30, 2021, three of the Group’s subsidiaries, Libra Sciences Limited (“Libra”, formerly known as Aptorum Pharmaceutical Development Limited), Mios Pharmaceuticals Limited (“Mios”) and Scipio Life Sciences Limited (“Scipio”), issued Class A and Class B ordinary shares to various parties; for each such entity, each Class A ordinary share is entitled to 1 vote and 1 share of economic benefit of the respective company, while each Class B ordinary share is entitled to 10 votes and 0.001 share of economic benefit of the respective company. Following such share issuances, the Group lost its majority voting rights in each of these three companies and only holds 48.33%, 48.39% and 48.36% economic interest in Libra, Mios and Scipio, respectively. However, the Group still holds a majority of each of these three company’s outstanding Class A ordinary shares and therefore will absorb/receive portions of these subsidiaries’ expected losses or residual returns. In addition, none of these three companies have sufficient equity to sustain its own activities, and they have two classes of ordinary shares which have different rights, benefits and obligations. We determined that all these three companies are variable interest entities (“VIE”). On December 31, 2021, Libra, Mios and Scipio further issued Class A ordinary shares to the Group in exchange of certain projects licenses. Upon these share issuances, the Group was holding 97.27% economic interest and 31.51% voting power in Libra, 97.93% economic interest and 36.17% voting power in Mios, and 97.93% economic interest and 35.06% voting power in Scipio, respectively. We have considered each of these entity’s Memorandum and Article of Association and their respective board of directors (the sole director of each of Mios and Scipio is an executive director of the Group), and determined that we have the power to manage and make decisions that affect Mios and Scipio’s research and development activities, which activities most significantly impact Mios and Scipio’s economic performance. However, we do not have such power over Libra’s research and development activities, which activities most significantly impact Libra’s economic performance. Accordingly, we determined that we are the primary beneficiary of Mios and Scipio, but not the primary beneficiary of Libra. The following tables summarize the aggregate carrying value of VIEs’ assets and liabilities in the consolidated balance sheets that are consolidated Assets Liabilities Net Assets December 31, 2021 Total $ 5,361 $ 2,266 $ 3,095 The following tables summarize the aggregate carrying value of assets and liabilities in the Group’s consolidated balance sheets that relate to the VIE in which the Group holds a variable interest but is not the primary beneficiary. Assets Liabilities Net Assets Maximum December 31, 2021 Total $ 4,195 $ - $ 4,195 $ 4,195 The Group’s maximum exposure to loss from its involvement with unconsolidated VIE represents the estimated loss that would be incurred if the VIE is liquidated, so that the fair value of the equity investment in VIE is zero and the amounts due from the VIE have to be fully impaired. On January 1, 2022, the Group entered into an administrative management services agreement with Libra. According to the agreement, the Group will provide documentation and administrative services, including but are not limited to human resources and payroll administration, general secretarial and administrative support, and accounting and financial reporting services. The Group is entitled to receive a fixed amount of services fees of HKD 25,000 (approximately $3,205) per calendar month with the expiry date on December 31, 2023. On January 13, 2022, the Group entered a line of credit facility with Libra to provide up to a total $1 million in line of credit debt financing for its daily operation. The line of credit will mature on July 12, 2022, extendable for up to twelve months, and the interest on the outstanding principal indebtedness will be at the rate of 10% per annum. |
Lease
Lease | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
LEASE | 15. LEASE As of December 31, 2021, the Group has three non-short-term operating leases for office, laboratories and clinic with remaining terms expiring from 2022 through 2023 and a weighted average remaining lease term of 1.0 years. Weighted average discount rates used in the calculation of the operating lease liability is 8%. The discount rates reflect the estimated incremental borrowing rate, which includes an assessment of the credit rating to determine the rate that the Group would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to the lease payments in a similar economic environment. For the year For the year Lease cost Finance lease cost: Depreciation $ 47,819 $ 47,819 Interest on lease liabilities 4,450 7,290 Operating lease cost 425,280 483,398 Short-term lease cost 86,125 68,472 Variable lease cost - - Sublease income - - Total lease cost $ 563,674 $ 606,979 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 450,807 $ 457,508 Financing cash flows from finance leases 53,846 53,845 Right-of-use assets obtained in exchange for new operating lease liabilities - 1,107,206 Weighted-average remaining lease term – finance leases 0.9 years 1.9 years Weighted-average remaining lease term – operating leases 1.0 years 1.5 years Weighted-average discount rate – finance leases 2.5 % 2.5 % Weighted-average discount rate – operating leases 8.0 % 8.0 % The maturity analysis of operating leases liabilities as of December 31, 2021 is as follows: December 31, Remaining periods ending December 31, 2022 $ 149,539 2023 26,001 Total future undiscounted cash flow 175,540 Less: Discount on operating lease liabilities (6,296 ) Present value of operating lease liabilities 169,244 Less: Current portion of operating lease liabilities (145,391 ) Non-current portion of operating lease liabilities $ 23,853 On May 14, 2018, the Group leased a vehicle for its operation with a lease term of 54 months, and the lease was classified as a finance lease. The following lists the components of the net present value of finance leases liabilities: December 31, Remaining periods ending December 31, 2022 $ 49,358 Total future undiscounted cash flow 49,358 Less: Discount on finance lease liabilities (1,435 ) Present value of finance lease liabilities $ 47,923 |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
ORDINARY SHARES | 16. ORDINARY SHARES On February 28, 2020, the Group entered into securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors and Jurchen Investment Corporation, the ultimate parent of the Group, pursuant to which the Company agreed to sell a total of 1,351,350 Class A Ordinary Shares and warrants to purchase 1,351,350 of the Class A Ordinary Shares, for gross proceeds of approximately $10 million. At the completion of the offering, approximately $1.0 million offering costs was charged to additional paid-in capital. Each warrant entitled their holders to purchase 1 Class A Ordinary Shares and is exercisable immediately as of the date of issuance at an exercise price of $7.40 per Class A Ordinary Share and expire seven years from the date of issuance. Additionally, the Group issued 43,243 warrants to placement agent on terms substantially the same as the warrants issued to investors, except that the exercise price of the warrants issued to the placement agent is $8.88. On August 27, 2020, the Group entered into warrant exchange agreements (the “Purchaser Exchange Agreements”) with two non-affiliated purchasers to exchange their warrant of the Company by Class A Ordinary Shares of the Company (the “Purchaser Warrant Exchange”). Pursuant to the Purchaser Exchange Agreements, the Company and the Non-affiliated Purchasers have agreed that in consideration for exchanging in full all of the warrants held by the Non-affiliated Purchasers, the Company will exchange one (1) Class A Ordinary Share for each one (1) Purchaser Exchange Warrant. Total 540,540 Class A Ordinary Shares are issued to two non-affiliated purchasers in exchange for 540,540 warrants. For other warrant holders did not participate in the Purchaser Warrant Exchange, the exercise prices of their respective warrants will be reduced to a nominal amount pursuant to the anti-dilution provisions in such warrants (a “Down Round”). As a result of this Down Round being triggered, the Group recorded a deemed dividend of $755,514 as a decrease to net income attributable to Aptorum Group Limited in computing basic net income per share on the consolidated statements of operations. On October 2, 2020, the Group completed a public offering, issuing 2,769,231 Class A Ordinary Shares and warrants to purchase an aggregate of 2,769,231 Class A Ordinary Shares, for gross proceeds of approximately $9 million. At the completion of the offering, approximately $1.2 million offering costs was charged to additional paid-in capital. The warrants have an exercise price of $3.25 per Class A Ordinary Share, are exercisable upon issuance and will expire five years from the date of issuance. Additionally, the Group issued 147,538 warrants to placement agent on terms substantially the same as the warrants issued to investors, except that the exercise price of the warrants issued to the placement agent is $4.0625. Following the public offering completed on October 2, 2020, the placement agent of the offering on February 28, 2020 was further received 65,406 warrants as a tail fee, with an exercise price of $3.9 and expire seven years from the date of issuance. On March 26, 2021, the Company entered into an at-the-market offering agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC, acting as our sales agent (the “Sales Agent”), relating to the sale of our Class A Ordinary Shares, offered pursuant to the prospectus supplement and the accompanying prospectus to the registration statement on Form F-3 (File No. 333-235819) (such offering, the “ATM Offering”, or “At The Market Offering”). In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A Ordinary Shares having an aggregate offering price of up to $15,000,000 from time to time through the Sales Agent under such prospectus supplement and the accompanying prospectus. As of the date of issuance of the consolidated financial statements, we have not yet issued any Class A Ordinary Shares pursuant to the ATM Offering. On May 26, 2021, the Company entered into a private placement shares purchase agreement with Jurchen Investment Corporation, issuing 1,387,925 Class A Ordinary Shares at $2.882 per share, representing a 10% premium to the last closing price of the Company’s Class A Ordinary Shares on the NASDAQ stock exchange on that date. The Company received aggregate gross proceeds of $4,000,000 from the purchase of these shares. All the above issued warrants are classified as equity in accordance with ASC 815, Derivatives and Hedging. This ASC provides a scope exception from classifying and measuring as a financial liability a contract that would otherwise meet the definition of a derivative if the contract is both (i) indexed to the entity’s own stock and (ii) meets the equity classifications conditions. The Group concluded all above issued warrants should be equity-classified since they contain no provisions which would require the Group to account for the warrants as a derivative liability and therefore were initially measured at fair value in permanent equity with subsequent changes in fair value not measured. For the year ended December 31, 2021, the Group issued 40,000 and 190,159 Class A Ordinary Shares to warrant holders and share option holders respectively as a result of exercise of warrants or options. For the year ended December 31, 2020, the Group issued 313,513 and 12,328 Class A Ordinary Shares to warrant holders and share option holders respectively as a result of exercise of warrants or options. For the year ended December 31, 2019, the Group issued 60,093 Class A Ordinary Shares to warrant holders as a result of exercise of warrants. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for the following: (i) each Class A Ordinary Share is entitled to one vote while each Class B Ordinary Share is entitled to ten votes; and (ii) each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time while Class A Ordinary Shares are not convertible under any circumstances. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | 17. SHARE BASED COMPENSATION Share option plan On October 13, 2017, the Group adopted the 2017 Share Option Plan (the “Option Plan”) and on November 5, 2021, the Group amended the Option Plan. A total of 5,500,000 Class A Ordinary Shares (subject to subsequent adjustments described more fully below) may be issued pursuant to awards under the Option Plan. Subsequent adjustments include that on each January 1, starting with January 1, 2020, an additional number of shares equal to the lesser of (i) 2% of the outstanding number of Class A Ordinary Shares (on a fully diluted basis) on the immediate preceding December 31, and (ii) such lower number of Class A Ordinary Shares as may be determined by the board of directors, subject in all cases to adjustments as provided in Section 10 of the Option Plan. Awards will be made pursuant to agreements and may be subject to vesting and other restrictions as determined by the board of directors. 218,222 options were granted on March 15, 2019 to directors, employees, external consultants and advisors of the Group. One-half of each option grant vests on January 1, 2020 and expires on December 31, 2030, and the other half vests on January 1, 2021 and expires on December 31, 2031. The exercise price is $12.91 per share, which was based on the closing price of the shares traded on the NASDAQ stock exchange on the trading day preceding the grant date. 536,777 options were granted on March 16, 2020 to directors, employees, external consultants and advisors of the Group. One-half of each option grant vests on January 1, 2021 and expires on December 31, 2031 and the other half vests on January 1, 2022 and expires on December 31, 2032. The exercise price is $2.99 per share, which was based on the average closing price of the shares traded on the NASDAQ stock exchange for the five trading days immediately preceding the grant date. 148,792 options were granted on June 1, 2020 to directors and employees of the Group. Nearly one-half of each option grant vests on December 1, 2020 and expires on November 30, 2030 and the remaining vests on January 1, 2021 and expires on December 31, 2031. The exercise price is US$3.11 per share, which was based on the average closing price of the shares traded on the NASDAQ stock exchange for the five trading days immediately preceding the grant date. 27,473 options were granted on August 10, 2020 to Dr. Weiss, which vest on August 10, 2021 and expire on August 9, 2031. The exercise price is $3.64 per share, which was based on the average closing price of the shares traded on the NASDAQ stock exchange for the five trading days immediately preceding the grant date. 752,185 options were granted on March 11, 2021 to directors, employees, external consultants and advisors of the Group with an exercise price of $2.76 per share, which was based on the average closing price of the shares traded on the NASDAQ stock exchange for the five trading days immediately preceding the grant date. 367,950 options vest on January 1, 2022 and expire on December 31, 2032; 367,930 options vest on January 1, 2023 and expire on December 31, 2033; 9,058 options vest on June 8, 2021 and expire on June 7, 2032; and 7,247 options vest on July 14, 2021 and expire on July 13, 2032. 1,531,332 options were granted on March 8, 2022 to directors, employees, external consultants and advisors of the Group with an exercise price of $1.34 per share, which was based on the average closing price of the shares traded on the NASDAQ stock exchange for the five trading days immediately preceding the grant date. A summary of the option activity as of December 31, 2021, 2020 and 2019 and changes during the period is presented below: Number of Weighted Remaining Aggregate Outstanding, January 1, 2021 717,717 3.76 11.22 Granted 752,185 2.76 12.29 Exercised (190,159 ) 3.65 - Forfeited (6,037 ) 2.91 Outstanding, December 31, 2021 1,273,706 3.19 11.01 - Exercisable, December 31, 2021 314,560 4.26 9.63 - Number of Weighted Remaining Aggregate Outstanding, January 1, 2020 218,222 12.91 11.51 Granted 713,042 3.04 11.99 Exercised (12,328 ) 4.92 - Forfeited (52,427 ) 5.80 Cancelled (148,792 ) 12.91 Outstanding, December 31, 2020 717,717 3.76 11.22 - Exercisable, December 31, 2020 84,671 6.12 9.95 - Number of Weighted Remaining Aggregate Granted, March 15, 2019 218,222 12.91 12.31 Outstanding, December 31, 2019 218,222 12.91 11.51 641,573 Exercisable, December 31, 2019 - - - - The weighted-average grant date fair value of share option grants during the years ended December 31, 2021, 2020 and 2019 was $2.57, $1.76 and $10.31, respectively. The maximum contractual term for share option was 12.8 years. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model under the following assumptions. Granted in 2021 Granted in 2020 Granted in 2019 Expected volatility 97.70% 88.44%-96.55% 95.02%-95.15% Risk-free interest rate 1.64% 0.59%-0.69% 2.46%-2.49% Expected term from grant date (in years) 5.62-6.41 5.25-7.29 6.29-7.29 Dividend rate - - - Dilution factor 1 0.9909-1 0.9962 Fair value $ 2.51-$2.60 $ 1.55-$2.66 $ 10.1-$10.52 In connection with the grant of share options to employees and non-employees, the Group recorded share-based compensation charges of $1,203,000 and $479,460, respectively, for the year ended December 31, 2021, $1,191,957 and $286,608, respectively, for the year ended December 31, 2020, and $1,180,477 and $432,355, respectively, for the year ended December 31, 2019. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | 18. NON-CONTROLLING INTEREST On March 29, 2019, AML, a majority-owned subsidiary of the Group, issued 112 shares to a director of the Group, which resulted an increase of his equity interest of AML from 5% to 6%. A deficit of $10,672 was reclassified from additional paid-in capital to non-controlling interests within the Group’s consolidated financial statements. On January 2, 2020, AML further issued 115 shares to a director of the Group, which resulted an increase of his equity interest of AML from 6% to 7%. A deficit of $22,325 was reclassified from additional paid-in capital to non-controlling interests within the Group’s consolidated financial statements. On January 2, 2021, AML further issued 117 shares to a director of the Group, which resulted an increase of his equity interest of AML from 7% to 8%. A deficit of $34,130 was reclassified from additional paid-in capital to non-controlling interests within the Group’s consolidated financial statements. On April 24, 2019, the Smart Pharma Tokens (“SMPT tokens”) was announced to be launched. The SMPT tokens are secured by way of a floating charge against the Project intellectual property (“IP”) to guarantee the distribution of accrued sales-based royalties, sublicensing income or additional cash flow generated by drug candidates developed by the Smart-ACT TM TM Total 1 billion SMPT tokens are offered by Smart Pharmaceutical Limited Partnership (“SPLP”), a wholly owned subsidiary of the Group. In July 2019, SPLP transferred 100,000,000 SMPT tokens to Aenco Solutions Limited, a related party of the Group, in exchange for the services related to the tokens creation, offering and 5-year consultancy service. Amount of $300,000 were classified as a component of non-controlling interests within the Group’s consolidated financial statements. The remaining 900,000,000 SMPT tokens are remained and kept by SPLP. On May 27, 2021, Aptorum Therapeutics Limited, which is a wholly owned subsidiary of Aptorum Group Limited, entered into a Share Sale Agreement to sell all of the shares of SMPTH Limited to Aeneas Group Limited at the consideration $1. The $300,000 non-controlling interests was included in the calculation of amount to be reclassified to additional paid-in capital as a result of common control transaction. On September 25, 2020, Aptorum Innovation Holding Limited (“AIHL”), a wholly-owned subsidiary of the Group, signed a share subscription and shareholders agreement with certain new individuals and institutions to subscribe ordinary shares of Aptorum Innovation Holding Pte. Limited, a wholly-owned subsidiary of AIHL before the share subscription agreement. As a result, AIHL’s equity interest in Aptorum Innovation Holding Pte. Limited was decreased from 100% to 75%. A deficit of $3,090 was reclassified from additional paid-in capital to non-controlling interests within the Group’s consolidated financial statements. On December 30, 2021, two of the Group’s subsidiaries, Mios Pharmaceuticals Limited (“Mios”) and Scipio Life Sciences Limited (“Scipio”), issued Class A and Class B ordinary shares to various parties; for each such entity, each Class A ordinary share is entitled to 1 vote and 1 share of economic interest of the respective company, while each Class B ordinary share is entitled to 10 votes and 0.001 share of economic interest of the respective company. On December 31, 2021, Mios and Scipio further issued Class A ordinary shares to the Group in exchange of certain projects licenses. Upon these share issuances, the Group was holding 97.93% economic interest and 36.17% voting power in Mios, and 97.93% economic interest and 35.06% voting power in Scipio, respectively. Since the sole director of Mios and Scipio is an executive director of the Group, the Group can effectively participate in all significant financial and operating decisions in these two companies through the power granted to the sole director in Mios and Scipio’s Articles of Association. The Group is deemed to have control over Mios and Scipio and hence these two companies are still within the Group. As a result, a total deficit of $27,293 was reclassified from additional paid-in capital to non-controlling interests within the Group’s consolidated financial statements. As of December 31, 2021, non-controlling interest related to 25% equity interest in Aptorum Innovations Holding Pte. Limited, 10% equity interest in mTOR (Hong Kong) Limited, 8% equity interest in Aptorum Medical Limited, 2.07% equity interest in Mios Pharmaceuticals Limited, 2.07% equity interest in Scipio Life Sciences Limited and 20% equity interest in Acticule Life Sciences Limited in the consolidated balance sheets was deficit of $6,101,223 in total. As of December 31, 2020, non-controlling interest related to 25% equity interest in Aptorum Innovations Holding Pte. Limited, 10% equity interest in mTOR (Hong Kong) Limited, 7% equity interest in Aptorum Medical Limited, 20% equity interest in Acticule Life Sciences Limited, 20% equity interest in the Lanither Life Sciences Limited and the token issued by SPLP in the consolidated balance sheets was deficit of $3,681,858 in total. For the years ended December 31, 2021, 2020 and 2019, non-controlling interest in the consolidated statements of operations were loss of $2,065,904, $2,146,687 and $1,430,176, respectively. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER SHARE | 19. NET (LOSS) INCOME PER SHARE The following table sets forth the computation of basic and diluted (loss) income per share: Year ended Year ended Year ended Numerator: Net (loss) income attributable to Aptorum Group Limited $ (25,048,389 ) $ 6,311,340 $ (18,686,762 ) Denominator: Weighted average shares outstanding – Basic 35,033,970 31,135,882 29,008,445 – Diluted 35,033,970 31,534,473 29,008,445 Net (loss) income per share attributable to Aptorum Group Limited – Basic $ (0.71 ) $ 0.20 $ (0.64 ) – Diluted $ (0.71 ) $ 0.20 $ (0.64 ) Basic net (loss) income per share is computed by dividing net (loss) income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Potential dilutive securities are excluded from the calculation of diluted loss per share in loss periods as their effect would be anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Contingent Payment Obligations The Group has entered into agreements with independent third parties for purchasing office and laboratory equipment. As of December 31, 2021, the Group had non-cancellable purchase commitments of $49,166. The Group has additional contingency payment obligations under each of the license agreements, such as milestone payments, royalties, research and development funding, if certain condition or milestone is met. Milestone payments are to be made upon achievements of certain conditions, such as Investigational New Drugs (“IND”) filing or U.S. Food and Drug Administration (“FDA”) approval, first commercial sale of the licensed products, or other achievements. The aggregate amount of the milestone payments that the Group are required to pay up to different achievements of conditions and milestones for all the license agreements signed as of December 31, 2021 are below: Amount Drug molecules: up to the conditions and milestones of Preclinical to IND filing $ 282,564 From entering phase 1 to before first commercial sale 22,276,410 First commercial sale 14,982,051 Net sales amount more than certain threshold in a year 70,769,231 Subtotal $ 108,310,256 Diagnostics technology: up to the conditions and milestones of Before FDA approval $ 201,155 $ 108,511,411 For the years ended December 31, 2021, 2020 and 2019, the Group incurred $ nil nil |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 21. SEGMENT REPORTING The Group’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and accessing performance of the Group as a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. The Group’s long-lived assets are substantially located in Hong Kong and majority of the Group’s expense is derived from within Hong Kong. Therefore, no geographical segments are presented. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS The Group has evaluated subsequent events through the date of issuance of the consolidated financial statements. Except for the events disclosed elsewhere in the consolidate financial statements and the following events with material financial impact on the Group’s consolidated financial statements, no other subsequent event is identified that would have required adjustment or disclosure in the consolidated financial statements. In April 2022, the Group accepted a banking facilities agreement offered by a bank. According to the banking facilities agreement, the bank offers a revolving loan of up to $3 million to the Group. The Group may draw down from the revolving loan at any time through the day immediately preceding 12 months of the agreement effective date. Interest will be payable on demand on the outstanding loans at the rate of either Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.5% per annum for loan in Hong Kong Dollars, or Secured Overnight Financing Rate (“SOFR”) compounded rate plus 1.5% per annum for loan in the United State Dollars. The loan will be secured by a charge over deposits of up to $3 million when the Group draw down. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of presentation and consolidation | Principles of presentation and consolidation The consolidated financial statements of the Group are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company, its direct and indirect wholly and majority owned subsidiaries. In accordance with the provisions of Accounting Standards Codification (“ASC”) 810, Consolidation, we consolidate any variable interest entity (“VIE”) of which we are the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. We do not consolidate a VIE in which we have a majority ownership interest when we are not considered the primary beneficiary. We have determined that we are the primary beneficiary of Mios and Scipio, but not the primary beneficiary of Libra (see Note 14, Variable Interest Entity). We evaluate our relationships with the VIE on an ongoing basis to determine whether we become the primary beneficiary. All material intercompany balances and transactions have been eliminated in preparation of the consolidated financial statements. |
Non-controlling interests | Non-controlling interests Non-controlling interests are recognized to reflect the portion of the equity of majority-owned subsidiaries which are not attributable, directly or indirectly, to the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group's consolidated balance sheets and have been separately disclosed in the Group's consolidated statements of operations and comprehensive loss to distinguish the interests from that of the Group. |
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 consolidated financial statements as well as income and expenses during the reporting period. Significant accounting estimates reflected in the Group’s consolidated financial statements include valuation of equity securities, fair value of investments in securities, convertible debts, finance lease, warrants and share options, the useful lives of intangible assets and property, plant and equipment, impairment of long-lived assets, valuation allowance for deferred tax assets, and collectability of receivables. Actual results could differ from those estimates. |
Foreign currency translation and transaction | Foreign currency translation and transaction USD is the reporting currency. The functional currency of subsidiaries in the Cayman Islands, Seychelles, Samoa and the United States are USD, the functional currency of subsidiaries in Hong Kong is Hong Kong Dollars (“HKD”), the functional currency of a subsidiary in Singapore is Singapore Dollars (“SGD”), the functional currency of a subsidiary in the United Kingdom is Great British Pound (“GBP”), the functional currency of subsidiaries in Canada is Canadian Dollars (“CAD”), and the functional currency of subsidiaries in Ireland is Euro (“EUR”). An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which it primarily generates and expends cash. The management considered various indicators, such as cash flows, market expenses, financing and inter-company transactions and arrangements in determining the Group’s functional currency. In the consolidated financial statements, the financial information of the Company and its subsidiaries, which use HKD, SGD, GBP, CAD and EUR as their functional currency, has been translated into USD. Assets and liabilities are translated from each subsidiary’s functional currency at the exchange rates on the balance sheet dates, equity amounts are translated at historical exchange rates, and revenues, expenses, gains, and losses are translated using the average exchange rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of operations and comprehensive income or loss. |
Cash | Cash Cash consists of cash on hand and bank deposits, which is unrestricted as to withdrawal and use. |
Restricted cash | Restricted cash Restricted cash represented time deposits pledged for banking facilities. |
Digital currencies | Digital currencies Digital currencies represented BitCoin, Ethereum, or other virtual currencies that the Group purchased and used to settle certain token related expenses. Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies purchased are recorded at cost. Digital currencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital currency at the time its fair value is being measured. In testing for impairment, the Group has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Group concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of digital currencies by the Group are included within investing activities in the consolidated statements of cash flows. The utilization of digital currencies in exchange of services are included within operating activities in the consolidated statements of cash flows and any gains or losses from such use are included in other income (loss) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method. |
Inventories | Inventories Inventories are stated at lower of cost and net realizable value. Cost is determined using the weighted average method. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. |
Accounts receivable | Accounts receivable Accounts receivable are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding amounts at period end. An allowance is estimated in accordance with ASC Topic 326, Credit Losses |
Marketable securities | Marketable securities Marketable securities are publicly traded stocks measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because the Group either uses quoted prices for identical assets in active markets, inputs that are based upon quoted prices for similar instruments in active markets, or quoted prices for identical assets in markets with insufficient volume or infrequent transaction (less active markets). |
Investments in derivatives | Investments in derivatives Investments in derivatives are warrants measured at fair value, with gains or losses from changes in fair value recognized in other (loss) income, net in the consolidated statement of operations. The fair value of these warrants have been determined using the Black-Scholes pricing mode. The Black-Scholes pricing model provides for assumptions regarding volatility, call and put features and risk-free interest rates within the total period to maturity. |
Long-term investments | Long-term investments The Group’s long-term investments consist of equity method investment in common stocks and non-marketable investments in non-redeemable preferred shares of privately-held companies that are not required to be consolidated under the variable interest or voting models. Long-term investments are classified as non-current assets on the consolidated balance sheets as those investments do not have stated contractual maturity dates. Non marketable investments The non-marketable equity securities not accounted for under the equity method are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. Equity method investment – Fair value option The Group elects the fair value option for an investment that would otherwise be accounted for using the equity method of accounting. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. The fair value of such investments is based on quoted prices in an active market, if any, or recent orderly transactions for identical or similar investment of the same issuer. Changes in the fair value of these equity method investments are recognized in other (loss) income, net in the consolidated statement of operations. |
Fair value measurement | Fair value measurement Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact its business, and it considers assumptions that market participants would use when pricing the asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy prioritizes the inputs utilized in measuring fair value as follows: ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The hierarchy requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Group has estimated the fair value amounts of its financial instruments using the available market information and valuation methodologies considered to be appropriate and has determined that the carrying value of the Group’s cash, restricted cash, accounts receivable, due from brokers, other receivables and prepayments, amounts due from/to related parties, accounts payable and accrued expenses, and loan receivables from related parties as of December 31, 2021 and 2020 approximate fair value due to the short-term nature of these assets and liabilities. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Assets under construction are stated at cost less impairment losses. Cost comprises of cost of laboratory equipment delivered but not ready to be used, together with interest expense capitalized during the period of construction or installation and testing. Capitalization of these costs ceases and the asset concerned is transferred to the appropriate fixed assets category when substantially all the activities necessary to prepare the asset for its intended use are completed. Depreciation of property, plant and equipment is provided using the straight-line method over their estimated useful lives: Building 29 years Computer equipment 3 years Furniture, fixture, and office and medical equipment 5 years Leasehold improvements Shorter of the remaining lease terms or 5 years Laboratory equipment 5 years Motor vehicle 5 years Upon sale or disposal, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income. |
Intangible assets | Intangible assets Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values. Finite-lived intangible assets are carried at cost less accumulated amortization and impairment if any. The finite intangible assets are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Group. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Group’s intangible assets mainly consist of computer software, exclusive rights in prepaid patented and unpatented licenses. The prepaid patented licenses are for clinical purpose or further development into other products. Prepaid unpatented license is for further development, once the associated research and development efforts are completed, the prepaid unpatented license will be reclassified as a finite-lived asset and is amortized over its useful life. The estimated useful life of the exclusive rights in using patents is generally the remaining patent life from the acquisition date to expiration date under the law, which is 17 to 20 years, the Group will reassess the remaining patent life on annual basis, and the Group will assess the intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. |
Impairment of long-lived assets | Impairment of long-lived assets The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. |
Convertible debts | Convertible debts The Group determines the appropriate accounting treatment of its convertible debts in accordance with the terms in relation to the conversion feature, call and put option, beneficial conversion feature (“BCF”) and settlement feature. After considering the impact of such features, the Group concluded that, the convertible debts contained a contingent beneficial conversion feature, which shall not be recognized in earnings until the contingency is resolved, and therefore accounted for such instrument as a liability in its entirety. Convertible debts were subsequently measured at amortized cost, using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in interest expense in the consolidated statements of operations. Management concluded that the contingency was effectively resolved upon the completion of the IPO on December 17, 2018 so that part of the convertible debts were converted automatically accordingly. The BCF derecognized upon automatic conversion was recorded as interest expense with a corresponding increase to additional paid-in capital. The remaining BCF was recorded as debt discount, which was amortized through the maturity of the convertible debts, with a corresponding increase to additional paid-in capital. On April 24, 2019, the Group repurchased its convertible debts at approximately $13.6 million with carrying amount of approximately $13.5 million and a gain on extinguishment on convertible debts of approximately $1.2 million was recognized. The repurchasing of convertible debts is considered an extinguishment and the difference between the repurchasing price of debt, the net carrying amount of the extinguished debt and the intrinsic value of BCF is recognized in the consolidated statements of operations. The intrinsic value of BCF of approximately $1.3 million at the extinguishment date was recorded as a reduction of additional paid-in capital. |
Operating leases | Operating leases Prior to the adoption of ASU No. 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance including ASU No. 2017-13, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20, and ASU No. 2019-01 (collectively, “Topic 842”), operating leases were not recognized on the consolidated balance sheets, instead, rental expenses with fixed payments were recognized on a straight-line basis over the lease term. Effective January 1, 2020, the Group adopted Topic 842 using a modified retrospective transition approach for leases that exist at, or are entered into after January 1, 2020, and has not recast the comparative periods presented in the consolidated financial statements. At the inception of a contract, the Group determines if the arrangement is, or contains, a lease. Operating lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred and less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Group uses incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. The lease term for all of the Group’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Group’s option to extend (or not to terminate) the lease that the Group is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. For operating leases, the Group recognizes a single lease cost on a straight-line basis over the remaining lease term. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease terms. |
Finance lease | Finance lease Leases that transfer substantially all the rewards and risks of ownership of assets to the Group, other than legal title, are accounted for as finance leases. At the inception of a finance lease, the cost of the leased asset is capitalized at the present value of the minimum lease payments and recorded together with the obligation, excluding the interest element, to reflect the purchase and financing. Assets held under capitalized finance leases are included in property, plant and equipment, and depreciated over the shorter of the lease terms and the estimated useful lives of the assets. The interest expenses of such leases are charged to the consolidated statements of operations to provide a constant periodic rate of charge over the lease terms. |
Warrants | Warrants In connection of the issuance of Class A Ordinary Shares, the Company may issue warrants to purchase Class A Ordinary Shares. Warrants classified as equity are initially recorded at fair value and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. |
Revenue recognition | Revenue recognition Revenues are derived from healthcare services rendered to patients for healthcare consultation and medical treatment. Revenue is reported at the amount that reflects the consideration to which the Group expects to be entitled in exchange for providing healthcare services. The Group recognizes revenue as its performance obligations are completed. Healthcare services are treated as a single performance obligation satisfied at a point in time because the performance obligations are generally satisfied over a period of less than one day. The Group determines the transaction price based on established billing rates. The Group considers the patient's ability and intent to pay the amount of consideration upon admission. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included as a component of other operating expenses in the consolidated statements of operations. During the years ended December 31, 2021, 2020, and 2019, there were no bad debt expenses were recorded. |
Cost of healthcare services | Cost of healthcare services Cost of healthcare services rendered represents cost in relation to the medical services provided including the compensation of the physicians and cost of pharmaceutical supplies and medicine. |
Research and development expenses | Research and development expenses Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including amortization of the patent license, depreciation of laboratory equipment, costs of engaging external consultants, advisors and contracted research organization to conduct preclinical development activities and trials, payroll expenses to research and development staff, and sponsored research expenses to universities and research institutions. |
Share-based compensation | Share-based compensation The Group uses the fair value method of accounting for the share options granted to directors, employees, external consultants and advisors to measure the cost services received in exchange for the share based awards. The fair value of share option awards with only service condition is estimated on the grant or offering date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the risk-free interest rate, expected term and expected volatility. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which a director, employee, external consultant or advisor is required to provide service in exchange for the awards, usually the vesting period, which is generally from 9.5 months to 21.5 months. Share-based compensation expense is recognized on a graded vesting basis, net of actual forfeitures in the period. Share-based compensation expense is recorded in cost of healthcare services, research and development expenses, general and administrative fees and legal and professional fees in the consolidated statements of operations. |
Gain or loss on derecognition of non-financial asset | Gain or loss on derecognition of non-financial asset The Group determines if a contract exists, identifies the distinct non-financial assets, and determines when control transfers and, therefore, when to derecognize the asset. Additionally, the Group applies the measurement principles of revenue from contracts with customers within U.S. GAAP to determine the amount of consideration to include in the calculation of the gain or loss for the non-financial asset. Any gains or losses have been included within other income (loss). |
Income taxes | Income taxes The Group accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are determined based on differences between the financial carrying amounts of existing assets and liabilities and their tax bases. Income taxes are provided for in accordance with the laws of the relevant taxing authorities. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Group is able to realize their benefits, or that future deductibility is uncertain. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Uncertain tax positions | Uncertain tax positions The Group accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Group recognizes interest on non-payment of income taxes and penalties associated with tax positions when a tax position does not meet more likely than not thresholds be sustained under examination. The tax returns of the Group’s Hong Kong subsidiaries are subject to examination by the relevant tax authorities. According to the Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed or has been assessed at less than the proper amount, the statute of limitation is extended to ten years if the underpayment of taxes is due to fraud or willful evasion. According to United Kingdom, Singapore, the United States and Samoa tax rule, trading losses are available to be carried forward indefinitely. According to the Seychelles tax rule, net operating losses are available to be carried forward for 5 years. The Group did not have any material interest or penalties associated with tax positions for the years ended December 31, 2021, 2020 and 2019, and did not have any significant unrecognized uncertain tax positions as of December 31, 2021 and 2020. The Group does not believe that its assessment regarding unrecognized tax benefits will materially change over the next twelve months. |
Comprehensive income or loss | Comprehensive income or loss U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheets, such items, along with net income or loss, are components of comprehensive income or loss. The components of other comprehensive income or loss consist of exchange differences on translation of foreign operations. |
Net income or loss per share | Net income or loss per share Basic net income or loss per share is computed by dividing net income or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Potential dilutive securities are excluded from the calculation of diluted loss per share in loss periods as their effect would be anti-dilutive. |
Risks and uncertainties | Risks and uncertainties The Group is subject to a number of risks associated with companies at a similar stage, including dependence on key individuals, competition from similar services and larger companies, volatility of the industry, ability to obtain regulatory clearance, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Group and general economic conditions. The Group is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Group’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. Subsequently, the FASB issued ASU 2019-05, Financial Instruments- Credit Losses (Topic 326): Targeted Transition Relief. The amendments in ASU 2016-13 update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, accounts receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We adopted the ASU during 2021 as of the beginning of our fiscal year, which did not have a material impact on our consolidated financial statements. |
Recently issued accounting standards which have not yet been adopted | Recently issued accounting standards which have not yet been adopted The Group is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2010 (the “JOBS Act”). Under the JOBS Act, the emerging growth companies (“EGCs”) can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes. This standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, on a prospective basis, and early adoption is permitted. The ASU is currently not expected to have a material impact on our consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The ASU addresses the previous lack of specific guidance in the accounting standards codification related to modifications or exchanges of freestanding equity-classified written call options (such as warrants) by specifying the accounting for various modification scenarios. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for any periods after issuance to be applied as of the beginning of the fiscal year that includes the interim period. The ASU is currently not expected to have a material impact on our consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The ASU is currently not expected to have a material impact on our consolidated financial statements. The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on the consolidated balance sheets, consolidated statements of operations and cash flows. |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of subsidiaries | Name Incorporation Ownership Place of Principle activities Aptorum Therapeutics Limited June 30, 2016 100% Cayman Islands Research and development of life science and biopharmaceutical products APTUS MANAGEMENT LIMITED May 16, 2017 100% Hong Kong Provision of management services to its holding company and fellow subsidiaries Aptorum Medical Limited August 28, 2017 92% Cayman Islands Provision of medical clinic services Aptorum Innovations Holding Limited April 15, 2019 100% Cayman Islands Investment holding company Aptorum Innovations Holding Pte. Limited June 5, 2019 75% Singapore Research and development of life science and biopharmaceutical products Acticule Life Sciences Limited June 30, 2017 80% Cayman Islands Research and development of life science and biopharmaceutical products Claves Life Sciences Limited August 2, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Nativus Life Sciences Limited July 7, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Videns Incorporation Limited March 2, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products Mios Pharmaceuticals Limited March 6, 2018 97.93% Cayman Islands Research and development of life science and biopharmaceutical products mTOR (Hong Kong) Limited November 4, 2016 90% Hong Kong Research and development of life science and biopharmaceutical products Scipio Life Sciences Limited July 19, 2017 97.93% Cayman Islands Research and development of life science and biopharmaceutical products Signate Life Sciences Limited August 28, 2017 100% Cayman Islands Research and development of life science and biopharmaceutical products |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Building 29 years Computer equipment 3 years Furniture, fixture, and office and medical equipment 5 years Leasehold improvements Shorter of the remaining lease terms or 5 years Laboratory equipment 5 years Motor vehicle 5 years |
Investment and Fair Value Mea_2
Investment and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities carried at fair value measured on a recurring basis | December 31, 2021 Level 1 Level 2 Level 3 Total Current Assets Marketable securities Common stocks $ 23,527 $ 213,088 $ - $ 236,615 Non current Assets Long-term investments Common stocks $ - $ - $ 77,200 $ 77,200 Total assets at fair value $ 23,527 $ 213,088 $ 77,200 $ 313,815 December 31, 2020 Level 1 Level 2 Level 3 Total Current Assets Marketable securities Common stocks $ 66,062 $ 28,318,882 $ - $ 28,384,944 Investments in derivatives Warrants - - 4,289 4,289 Total assets at fair value $ 66,062 $ 28,318,882 $ 4,289 $ 28,389,233 |
Schedule of fair value reconciliation of Level 3 assets | Warrants Common Stock Balance at January 1, 2021 $ 4,289 $ - Change in unrealized (depreciation) appreciation, net (4,289 ) - Additions - 77,200 Balance at December 31, 2021 $ - $ 77,200 Net change in unrealized appreciation relating to investments still held at December 31, 2021 - - Balance at January 1, 2020 $ 203,320 $ - Change in unrealized depreciation (199,031 ) - Balance at December 31, 2020 $ 4,289 $ - Net change in unrealized depreciation relating to investments still held at December 31, 2020 (198,549 ) - |
Schedule of quantitative information about the group’s level 3 fair value measurements of investment | December 31, 2021 Valuation technique Unobservable input Range (weighted average) Common stocks Recent transactions Recent transaction price $0.0001 - $0.01 December 31, 2020 Valuation technique Unobservable input Range (weighted average) Warrants Black-Scholes Model Estimated time to exit 6 months |
Schedule of unrealized gains and losses | Year ended Year ended Year ended Upward adjustments $ - $ - $ 1,017,468 Total unrealized gain for non-marketable investments $ - $ - $ 1,017,468 |
Schedule of carrying value of our non-marketable investments | December 31, December 31, Initial cost basis $ 4,079,707 $ 4,079,707 Upward adjustments - - Total carrying value at the end of the year $ 4,079,707 $ 4,079,707 |
Other Receivables and Prepaym_2
Other Receivables and Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other receivables and prepayments | December 31, December 31, Prepaid research and development expenses $ 314,165 $ 978,044 Prepaid insurance 92,035 82,060 Prepaid service fee 90,857 174,114 Rental deposits 12,011 12,022 Prepaid rental expenses 13,205 14,251 Other receivables 47,697 74,176 Others 23,508 44,329 $ 593,478 $ 1,378,996 |
Digital Currencies (Tables)
Digital Currencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Digital Currencies Abstract | |
Schedule of additional information about digital currencies | December 31, December 31, Beginning balance $ 1,539 $ 1,539 Utilization of digital currencies to settle service fee (6,457 ) - Gain on use of digital currencies 4,918 - Ending balance $ - $ 1,539 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, December 31, Computer equipment $ 85,495 $ 77,611 Furniture, fixture, and office and medical equipment 264,123 262,664 Leasehold improvements 542,514 542,514 Laboratory equipment 4,179,064 4,058,538 Motor vehicle 239,093 239,093 Assets in construction 1,899,169 1,899,169 7,209,458 7,079,589 Less: accumulated depreciation 3,478,342 2,393,266 Property, plant and equipment, net $ 3,731,116 $ 4,686,323 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, December 31, Gross carrying amount Prepaid patented licenses $ 1,338,205 $ 1,322,820 Computer software 31,667 26,985 1,369,872 1,349,805 Less: accumulated amortization Prepaid patented licenses 462,803 360,212 Computer software 26,813 24,736 489,616 384,948 Intangible assets, net Prepaid patented licenses 875,402 962,608 Computer software 4,854 2,249 Intangible assets, net $ 880,256 $ 964,857 |
Schedule of amortization expense related to its finite-lived intangible assets | For the years ending December 31, Amount 2022 $ 105,911 2023 105,911 2024 99,245 2025 81,925 2026 81,924 Thereafter 405,340 Total $ 880,256 |
Long-Term Deposits (Tables)
Long-Term Deposits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term deposits | December 31, December 31, Rental deposits $ 149,175 $ 149,175 Prepayments for equipment 147,050 147,050 $ 296,225 $ 296,225 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, December 31, Deferred bonus and salaries payable $ 3,173,739 $ 2,078,958 Research and development expenses payable 519,012 750,989 Professional fees payable 166,190 185,838 Cost of healthcare services payable 142,968 104,457 Insurance expenses payable 35,010 33,152 Others 135,646 87,378 $ 4,172,565 $ 3,240,772 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes expenses | Year ended Year ended Year ended Current $ - $ - $ - Deferred - - - Total income taxes expense $ - $ - - |
Schedule of income taxes expenses computed at the Hong Kong statutory tax rate | Year ended Year ended Year ended Net income (loss) before tax $ (27,114,293 ) $ 4,920,167 $ (20,116,938 ) Provision for income taxes at Hong Kong statutory income tax rate (16.5%) (4,473,859 ) 811,828 (3,319,294 ) Impact of different tax rates in other jurisdictions (214,135 ) (18,869 ) (91,623 ) Non-taxable income (716,628 ) (4,281,521 ) (389,714 ) Non-deductible expenses 1,992,463 79,200 702,433 Change in valuation allowance 3,412,159 3,409,362 3,098,198 Effective income tax expense $ - $ - $ - |
Schedule of deferred tax asset and liability | December 31, December 31, Deferred tax asset: Tax loss carry forward $ 12,189,424 $ 9,461,421 Share-based payment expenses 698,564 497,808 12,887,988 9,959,229 Deferred tax liability: Depreciation and amortization (255,824 ) (397,669 ) Net deferred tax assets before valuation allowance 12,632,164 9,561,560 Valuation allowance (12,632,164 ) (9,561,560 ) Deferred tax asset, net $ - $ - |
Schedule of changes in valuation allowance | Year ended Year ended Year ended Balance as of January 1 $ 9,561,560 $ 6,152,198 $ 3,054,000 Additions 3,412,159 3,409,362 3,098,198 Disposal (341,555 ) - - Balance as of December 31 $ 12,632,164 $ 9,561,560 $ 6,152,198 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of amounts due from related parties | December 31, December 31, Current Libra Sciences Limited $ 4,193 $ - Jurchen Investment Corporation 2,000 - CGY Investment Limited 2,000 - Talem Medical Group Limited 3,397,650 - $ 3,405,843 $ - |
Schedule of amounts due to related parties | December 31, December 31, Current Ian Huen $ 1,397 $ 2,110 Darren Lui 3,449 - Clark Cheng 5,699 401 Sabrina Khan 844 39 Aeneas Group Limited - 123,922 Jurchen Investment Corporation - 19,454 Total $ 11,389 $ 145,926 Non-current Aeneas Group Limited (Note a) $ - $ 1,507,285 Jurchen Investment Corporation (Note a) - 500,000 $ - $ 2,007,285 |
Schedule of related party transactions | Year ended Year ended Year ended Loan from related parties (Note a) - Aeneas Group Limited $ 1,000,000 $ 500,000 $ 3,330,472 - Jurchen Investment Corporation $ 2,500,000 $ 500,000 $ 3,000,000 Interest expenses (Note a) - Aeneas Group Limited $ 64,753 $ 155,633 $ 14,247 - Jurchen Investment Corporation $ 65,644 $ 81,530 $ 20,055 Loan repayment and interest paid to related parties (Note a) - Aeneas Group Limited $ 2,673,389 $ 2,356,080 $ - - Jurchen Investment Corporation $ 3,085,097 $ 3,082,131 $ - Loan to a related party (Note b) - Talem Medical Group Limited $ 3,358,089 $ - $ - Interest income (Note b) - Talem Medical Group Limited $ 39,561 $ - $ - Consultant, secondment, management and administrative services fees (Note c) - CGY Investments Limited $ 173,333 $ 169,462 $ - - ACC Medical Limited $ 157,511 $ 13,018 $ - - Aenco Limited $ - $ 746,153 $ 830,769 - Aeneas Technology (Hong Kong) Limited $ - $ 617,794 $ - - Aeneas Management Limited $ - $ 231,795 $ 698,152 Rental expense (Note d) - Jurchen Investment Corporation $ - $ 96,300 $ 227,729 Issuance of tokens for tokens creation, offering and consultancy services (Note e) - Aenco Solutions Limited $ - $ - $ 300,000 Tokens creation, offering and consultancy services expense (Note e) - Aenco Solutions Limited $ - $ - $ 192,000 Prepayment of tokens consultancy services (Note e) - Aenco Solutions Limited $ - $ - $ 108,000 Healthcare services income - Aeneas Management Limited $ 7,564 $ 321 $ 1,923 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of aggregate carrying value of VIEs’ assets and liabilities | Assets Liabilities Net Assets December 31, 2021 Total $ 5,361 $ 2,266 $ 3,095 Assets Liabilities Net Assets Maximum December 31, 2021 Total $ 4,195 $ - $ 4,195 $ 4,195 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of total carrying value of our non-marketable investments | For the year For the year Lease cost Finance lease cost: Depreciation $ 47,819 $ 47,819 Interest on lease liabilities 4,450 7,290 Operating lease cost 425,280 483,398 Short-term lease cost 86,125 68,472 Variable lease cost - - Sublease income - - Total lease cost $ 563,674 $ 606,979 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 450,807 $ 457,508 Financing cash flows from finance leases 53,846 53,845 Right-of-use assets obtained in exchange for new operating lease liabilities - 1,107,206 Weighted-average remaining lease term – finance leases 0.9 years 1.9 years Weighted-average remaining lease term – operating leases 1.0 years 1.5 years Weighted-average discount rate – finance leases 2.5 % 2.5 % Weighted-average discount rate – operating leases 8.0 % 8.0 % |
Schedule of maturity analysis of operating leases liabilities | December 31, Remaining periods ending December 31, 2022 $ 149,539 2023 26,001 Total future undiscounted cash flow 175,540 Less: Discount on operating lease liabilities (6,296 ) Present value of operating lease liabilities 169,244 Less: Current portion of operating lease liabilities (145,391 ) Non-current portion of operating lease liabilities $ 23,853 December 31, Remaining periods ending December 31, 2022 $ 49,358 Total future undiscounted cash flow 49,358 Less: Discount on finance lease liabilities (1,435 ) Present value of finance lease liabilities $ 47,923 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of the option activity | Number of Weighted Remaining Aggregate Outstanding, January 1, 2021 717,717 3.76 11.22 Granted 752,185 2.76 12.29 Exercised (190,159 ) 3.65 - Forfeited (6,037 ) 2.91 Outstanding, December 31, 2021 1,273,706 3.19 11.01 - Exercisable, December 31, 2021 314,560 4.26 9.63 - Number of Weighted Remaining Aggregate Outstanding, January 1, 2020 218,222 12.91 11.51 Granted 713,042 3.04 11.99 Exercised (12,328 ) 4.92 - Forfeited (52,427 ) 5.80 Cancelled (148,792 ) 12.91 Outstanding, December 31, 2020 717,717 3.76 11.22 - Exercisable, December 31, 2020 84,671 6.12 9.95 - Number of Weighted Remaining Aggregate Granted, March 15, 2019 218,222 12.91 12.31 Outstanding, December 31, 2019 218,222 12.91 11.51 641,573 Exercisable, December 31, 2019 - - - - |
Schedule of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model | Granted in 2021 Granted in 2020 Granted in 2019 Expected volatility 97.70% 88.44%-96.55% 95.02%-95.15% Risk-free interest rate 1.64% 0.59%-0.69% 2.46%-2.49% Expected term from grant date (in years) 5.62-6.41 5.25-7.29 6.29-7.29 Dividend rate - - - Dilution factor 1 0.9909-1 0.9962 Fair value $ 2.51-$2.60 $ 1.55-$2.66 $ 10.1-$10.52 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted (loss) income per share | Year ended Year ended Year ended Numerator: Net (loss) income attributable to Aptorum Group Limited $ (25,048,389 ) $ 6,311,340 $ (18,686,762 ) Denominator: Weighted average shares outstanding – Basic 35,033,970 31,135,882 29,008,445 – Diluted 35,033,970 31,534,473 29,008,445 Net (loss) income per share attributable to Aptorum Group Limited – Basic $ (0.71 ) $ 0.20 $ (0.64 ) – Diluted $ (0.71 ) $ 0.20 $ (0.64 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of milestone payments are to be made upon achievements of certain conditions | Amount Drug molecules: up to the conditions and milestones of Preclinical to IND filing $ 282,564 From entering phase 1 to before first commercial sale 22,276,410 First commercial sale 14,982,051 Net sales amount more than certain threshold in a year 70,769,231 Subtotal $ 108,310,256 Diagnostics technology: up to the conditions and milestones of Before FDA approval $ 201,155 $ 108,511,411 |
Organization (Details)
Organization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | May 27, 2021 | |
Accounting Policies [Abstract] | ||
Consideration price per share (in Dollars per share) | $ 1 | |
Additional paid-in capital | $ 303,419 | |
Recorded loss | $ 3,638 |
Organization (Details) - Schedu
Organization (Details) - Schedule of subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Aptorum Therapeutics Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Jun. 30, 2016 |
Ownership | 100% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
APTUS MANAGEMENT LIMITED [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | May 16, 2017 |
Ownership | 100% |
Place of incorporation | Hong Kong |
Principle activities | Provision of management services to its holding company and fellow subsidiaries |
Aptorum Medical Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Aug. 28, 2017 |
Ownership | 92% |
Place of incorporation | Cayman Islands |
Principle activities | Provision of medical clinic services |
Aptorum Innovations Holding Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Apr. 15, 2019 |
Ownership | 100% |
Place of incorporation | Cayman Islands |
Principle activities | Investment holding company |
Aptorum Innovations Holding Pte. Ltd. [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Jun. 05, 2019 |
Ownership | 75% |
Place of incorporation | Singapore |
Principle activities | Research and development of life science and biopharmaceutical products |
Acticule Life Sciences Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Jun. 30, 2017 |
Ownership | 80% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
Claves Life Sciences Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Aug. 02, 2017 |
Ownership | 100% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
Nativus Life Sciences Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Jul. 07, 2017 |
Ownership | 100% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
Videns Incorporation Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Mar. 02, 2017 |
Ownership | 100% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
Mios Pharmaceuticals Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Mar. 06, 2018 |
Ownership | 97.93% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
mTOR (Hong Kong) Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Nov. 04, 2016 |
Ownership | 90% |
Place of incorporation | Hong Kong |
Principle activities | Research and development of life science and biopharmaceutical products |
Scipio Life Sciences Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Jul. 19, 2017 |
Ownership | 97.93% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
Signate Life Sciences Limited [Member] | |
Organization (Details) - Schedule of subsidiaries [Line Items] | |
Incorporation date | Aug. 28, 2017 |
Ownership | 100% |
Place of incorporation | Cayman Islands |
Principle activities | Research and development of life science and biopharmaceutical products |
Liquidity (Details)
Liquidity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liquidity (Details) [Line Items] | |||
Net operating loss | $ (27,114,293) | ||
Net operation cash outflow | (14,651,633) | $ (15,931,913) | $ (13,382,633) |
Accumulated deficit | (55,537,515) | (30,489,126) | |
Restricted and unrestricted cash | 130,270 | $ 130,125 | |
Line of Credit [Member] | |||
Liquidity (Details) [Line Items] | |||
Restricted and unrestricted cash | 4,200,000 | ||
Undrawn line of credit facility from related parties | 15,000,000 | ||
Undrawn line of credit facility bank | $ 3,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 24, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Group repurchased its convertible debts | $ 13,600,000 | |||
Gain on extinguishment on convertible debts | 1,200,000 | $ 1,198,490 | ||
Intrinsic value | 1,300,000 | |||
Measure the tax benefit | 50% | |||
Operating losses are available to be carried forward | 5 years | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Vesting Period Term | 9 months 15 days | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Vesting Period Term | 21 months 15 days | |||
Computer software [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Useful life intangible assets | 17 years | |||
Computer software [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Useful life intangible assets | 20 years | |||
BCF [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Convertible debts with carrying amount | $ 13,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives | 12 Months Ended |
Dec. 31, 2021 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives | 29 years |
Computer equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives | 3 years |
Furniture, fixture, and office and medical equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Leasehold improvements, estimated useful lives | Shorter of the remaining lease terms or 5 years |
Laboratory equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Motor vehicle [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful lives | 5 years |
Investment and Fair Value Mea_3
Investment and Fair Value Measurement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2021 | |
Investment and Fair Value Measurement (Details) [Line Items] | |||
Non-marketable investments (in Dollars) | $ 2,015,005 | ||
Transferred marketable investments. (in Dollars) | $ 1,017,468 | ||
Voting rights description | Each Class A share of Libra is entitled to 1 vote while each Class B share of Libra is entitled to 10 votes. | ||
Ownership interest | 97.27% | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Investment and Fair Value Measurement (Details) [Line Items] | |||
Voting interest | 31.51% | ||
Series of Individually Immaterial Business Acquisitions [Member] | Libra [Member] | |||
Investment and Fair Value Measurement (Details) [Line Items] | |||
Voting interest | 31.51% | ||
Libra [Member] | |||
Investment and Fair Value Measurement (Details) [Line Items] | |||
Ownership interest | 97.27% | ||
Libra [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||
Investment and Fair Value Measurement (Details) [Line Items] | |||
Voting interest | 48.33% |
Investment and Fair Value Mea_4
Investment and Fair Value Measurement (Details) - Schedule of assets and liabilities carried at fair value measured on a recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Total assets at fair value | $ 313,815 | $ 28,389,233 |
Common Stocks [Member] | ||
Current Assets | ||
Total assets at fair value | 236,615 | 28,384,944 |
Common Stocks One [Member] | ||
Current Assets | ||
Total assets at fair value | 77,200 | |
Warrants [Member] | ||
Current Assets | ||
Total assets at fair value | 4,289 | |
Level 1 [Member] | ||
Current Assets | ||
Total assets at fair value | 23,527 | 66,062 |
Level 1 [Member] | Common Stocks [Member] | ||
Current Assets | ||
Total assets at fair value | 23,527 | 66,062 |
Level 1 [Member] | Warrants [Member] | ||
Current Assets | ||
Total assets at fair value | ||
Level 2 [Member] | ||
Current Assets | ||
Total assets at fair value | 213,088 | 28,318,882 |
Level 2 [Member] | Common Stocks [Member] | ||
Current Assets | ||
Total assets at fair value | 213,088 | 28,318,882 |
Level 2 [Member] | Warrants [Member] | ||
Current Assets | ||
Total assets at fair value | ||
Level 3 [Member] | ||
Current Assets | ||
Total assets at fair value | 77,200 | 4,289 |
Level 3 [Member] | Common Stocks [Member] | ||
Current Assets | ||
Total assets at fair value | ||
Level 3 [Member] | Common Stocks One [Member] | ||
Current Assets | ||
Total assets at fair value | $ 77,200 | |
Level 3 [Member] | Warrants [Member] | ||
Current Assets | ||
Total assets at fair value | $ 4,289 |
Investment and Fair Value Mea_5
Investment and Fair Value Measurement (Details) - Schedule of fair value reconciliation of Level 3 assets - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
Ending balance | 77,200 | |
Change in unrealized (depreciation) appreciation, net | ||
Additions | 77,200 | |
Net change in unrealized appreciation relating to investments still held | ||
Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 4,289 | 203,320 |
Ending balance | 4,289 | |
Change in unrealized (depreciation) appreciation, net | (4,289) | (199,031) |
Additions | ||
Net change in unrealized appreciation relating to investments still held | $ (198,549) |
Investment and Fair Value Mea_6
Investment and Fair Value Measurement (Details) - Schedule of quantitative information about the group’s level 3 fair value measurements of investment | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stocks [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Valuation technique | Recent transactions | |
Unobservable input | Recent transaction price | |
Range (weighted average) | $0.0001 - $0.01 | |
Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Valuation technique | Black-Scholes Model | |
Unobservable input | Estimated time to exit Historical Volatility | |
Range (weighted average) | 6 months 122% |
Investment and Fair Value Mea_7
Investment and Fair Value Measurement (Details) - Schedule of unrealized gains and losses - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Unrealized Gains And Losses Abstract | |||
Upward adjustments | $ 1,017,468 | ||
Total unrealized gain for non-marketable investments | $ 1,017,468 |
Investment and Fair Value Mea_8
Investment and Fair Value Measurement (Details) - Schedule of carrying value of our non-marketable investments - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Carrying Value Of Our Non Marketable Investments Abstract | ||
Initial cost basis | $ 4,079,707 | $ 4,079,707 |
Upward adjustments | ||
Total carrying value at the end of the year | $ 4,079,707 | $ 4,079,707 |
Other Receivables and Prepaym_3
Other Receivables and Prepayments (Details) - Schedule of other receivables and prepayments - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Other Receivables And Prepayments Abstract | ||
Prepaid research and development expenses | $ 314,165 | $ 978,044 |
Prepaid insurance | 92,035 | 82,060 |
Prepaid service fee | 90,857 | 174,114 |
Rental deposits | 12,011 | 12,022 |
Prepaid rental expenses | 13,205 | 14,251 |
Other receivables | 47,697 | 74,176 |
Others | 23,508 | 44,329 |
Total | $ 593,478 | $ 1,378,996 |
Digital Currencies (Details) -
Digital Currencies (Details) - Schedule of additional information about digital currencies - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Additional Information About Digital Currencies Abstract | ||
Beginning balance | $ 1,539 | $ 1,539 |
Ending balance | 1,539 | |
Utilization of digital currencies to settle service fee | (6,457) | |
Gain on use of digital currencies | $ 4,918 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net (Details) [Line Items] | ||||
Depreciation expenses | $ 1,086,564 | $ 1,128,867 | $ 1,071,799 | |
Impairment loss | 330,445 | |||
Loss on disposal of office equipment | $ 392 | |||
Other operating expenses | $ 50,197 | |||
HONG KONG [Member] | ||||
Property, Plant and Equipment, Net (Details) [Line Items] | ||||
Sale of property | $ 1,100,000 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,209,458 | $ 7,079,589 |
Less: accumulated depreciation | 3,478,342 | 2,393,266 |
Property, plant and equipment, net | 3,731,116 | 4,686,323 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 85,495 | 77,611 |
Furniture, fixture, and office and medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 264,123 | 262,664 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 542,514 | 542,514 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,179,064 | 4,058,538 |
Motor vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 239,093 | 239,093 |
Assets in construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,899,169 | $ 1,899,169 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Finite lived intangible assets | $ 106,014 | $ 145,961 | $ 167,985 |
Impairment of Intangible Assets (Excluding Goodwill) | 200,000 | ||
Wrote off of cost related amortization | $ 1,344 | $ 70,477 | $ 34,400 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
Gross carrying amount | $ 1,369,872 | $ 1,349,805 |
Less: accumulated amortization | 489,616 | 384,948 |
Intangible assets, net | 880,256 | 964,857 |
Prepaid patented licenses [Member] | ||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
Gross carrying amount | 1,338,205 | 1,322,820 |
Less: accumulated amortization | 462,803 | 360,212 |
Intangible assets, net | 875,402 | 962,608 |
Computer software [Member] | ||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
Gross carrying amount | 31,667 | 26,985 |
Less: accumulated amortization | 26,813 | 24,736 |
Intangible assets, net | $ 4,854 | $ 2,249 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of amortization expense related to its finite-lived intangible assets | Dec. 31, 2021 USD ($) |
Schedule Of Amortization Expense Related To Its Finite Lived Intangible Assets Abstract | |
2022 | $ 105,911 |
2023 | 105,911 |
2024 | 99,245 |
2025 | 81,925 |
2026 | 81,924 |
Thereafter | 405,340 |
Total | $ 880,256 |
Long-Term Deposits (Details) -
Long-Term Deposits (Details) - Schedule of long-term deposits - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Long Term Deposits Abstract | ||
Rental deposits | $ 149,175 | $ 149,175 |
Prepayments for equipment | 147,050 | 147,050 |
Total | $ 296,225 | $ 296,225 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accounts Payable And Accrued Expenses Abstract | ||
Deferred bonus and salaries payable | $ 3,173,739 | $ 2,078,958 |
Research and development expenses payable | 519,012 | 750,989 |
Professional fees payable | 166,190 | 185,838 |
Cost of healthcare services payable | 142,968 | 104,457 |
Insurance expenses payable | 35,010 | 33,152 |
Others | 135,646 | 87,378 |
Accounts payable and accrued expenses | $ 4,172,565 | $ 3,240,772 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss carry-forwards (in Dollars) | $ 73,785,041 | $ 57,065,283 |
Loss carry-forward (in Dollars) | $ 1,805,527 | |
Hong Kong [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax, description | Under the two-tiered profits tax rate regime, the first $2 million of assessable profits of qualifying corporations is taxed at 8.25% and the remaining assessable profits at 16.5%. The Ordinance is effective from the year of assessment 2018-2019. According to the policy, if no election has been made, the whole of the taxpaying entity’s assessable profits will be chargeable to Profits Tax at the rate of 16.5% or 15%, as applicable. Because the preferential tax treatment is not elected by the Group, all the subsidiaries registered in Hong Kong are subject to income tax at a rate of 16.5%. | |
United Kingdom [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax rate percentage | 19% | |
Singapore [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax rate percentage | 17% | |
United States (Nevada) [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax rate percentage | 21% | |
Canada [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax rate percentage | 15% | |
Ireland [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax rate percentage | 12.50% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision for income taxes expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Provision For Income Taxes Expenses Abstract | |||
Current | |||
Deferred | |||
Total income taxes expense |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income taxes expenses computed at the Hong Kong statutory tax rate - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Income Taxes Expenses Computed At The Hong Kong Statutory Tax Rate Abstract | |||
Net income (loss) before tax | $ (27,114,293) | $ 4,920,167 | $ (20,116,938) |
Provision for income taxes at Hong Kong statutory income tax rate (16.5%) | (4,473,859) | 811,828 | (3,319,294) |
Impact of different tax rates in other jurisdictions | (214,135) | (18,869) | (91,623) |
Non-taxable income | (716,628) | (4,281,521) | (389,714) |
Non-deductible expenses | 1,992,463 | 79,200 | 702,433 |
Change in valuation allowance | 3,412,159 | 3,409,362 | 3,098,198 |
Effective income tax expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of income taxes expenses computed at the Hong Kong statutory tax rate (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Income Taxes Expenses Computed At The Hong Kong Statutory Tax Rate Abstract | |
Provision for income taxes at Hong Kong statutory income tax rate | (16.50%) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax asset and liability - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset: | ||||
Tax loss carry forward | $ 12,189,424 | $ 9,461,421 | ||
Share-based payment expenses | 698,564 | 497,808 | ||
Deferred tax asset | 12,887,988 | 9,959,229 | ||
Deferred tax liability: | ||||
Depreciation and amortization | (255,824) | (397,669) | ||
Net deferred tax assets before valuation allowance | 12,632,164 | 9,561,560 | ||
Valuation allowance | (12,632,164) | (9,561,560) | $ (6,152,198) | $ (3,054,000) |
Deferred tax asset, net |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of changes in valuation allowance - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Changes In Valuation Allowance Abstract | |||
Beginning balance | $ 9,561,560 | $ 6,152,198 | $ 3,054,000 |
Additions | 3,412,159 | 3,409,362 | 3,098,198 |
Disposal | (341,555) | ||
Ending balance | $ 12,632,164 | $ 9,561,560 | $ 6,152,198 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 13, 2022 | Jan. 01, 2022 USD ($) | Jan. 01, 2022 HKD ($) | Nov. 17, 2021 AUD ($) | May 27, 2021 USD ($) | Apr. 01, 2020 USD ($) | Apr. 01, 2020 HKD ($) | Aug. 13, 2019 | Jul. 31, 2019 | Oct. 30, 2021 USD ($) | Oct. 30, 2021 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 HKD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 HKD ($) | Dec. 30, 2021 | Jan. 02, 2021 shares | Jan. 02, 2020 shares | Mar. 29, 2019 shares | |
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Description of obligation | Note a: On August 13, 2019, the Group entered into financing arrangements with Aeneas Group Limited, a related party, and Jurchen Investment Corporation, the ultimate parent of the Group, allowing the Group to access up to a total $15.0 million in line of credit debt financing. | ||||||||||||||||||
Loan for the borrowers (in Dollars) | $ 700,000 | ||||||||||||||||||
Loans interest-bearing rate | 10% | ||||||||||||||||||
Description of rental fee | For the period February 1, 2018 through January 31, 2021, Jurchen Investment Corporation was entitled to receive a fixed amount of rental fee of HK $130,000 (approximately USD 16,667) per calendar month. | For the period February 1, 2018 through January 31, 2021, Jurchen Investment Corporation was entitled to receive a fixed amount of rental fee of HK $130,000 (approximately USD 16,667) per calendar month. | |||||||||||||||||
Related party transaction, description | Note e: In July 2019, Smart Pharmaceutical Limited Partnership (“SPLP”), a wholly owned subsidiary of the Group, transferred 100,000,000 SMPT token to Aenco Solutions Limited, a related party, in exchange of the services related to token creation and offering and consulting services for five years for an amount of $300,000. | ||||||||||||||||||
Consideration amount | $ 1 | ||||||||||||||||||
Additional paid-in capital | $ 303,419 | ||||||||||||||||||
Maximum [Member] | Clark Cheng [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Increase decrease equity interest, percentage | 92% | 93% | |||||||||||||||||
Minimum [Member] | Clark Cheng [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Increase decrease equity interest, percentage | 93% | 94% | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Services fees | $ 3,205 | $ 25,000 | |||||||||||||||||
Line of credit facility, description | the Group entered a line of credit facility with Libra to provide up to a total $1 million in line of credit debt financing for its daily operation. The line of credit will mature on July 12, 2022, extendable for up to twelve months, and the interest on the outstanding principal indebtedness will be at the rate of 10% per annum. | ||||||||||||||||||
Aenco Limited [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Services fees | $ 89,744 | $ 700,000 | $ 69,231 | $ 540,000 | |||||||||||||||
Aeneas Technology (Hong Kong) Limited [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Research fee | $ 123,559 | $ 963,760 | |||||||||||||||||
Aeneas Management Limited [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Services fees | $ 57,949 | $ 452,000 | |||||||||||||||||
CGY Investments Limited [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Services fees | $ 13,333 | $ 104,000 | |||||||||||||||||
Services fees adjusted | 21,949 | 171,200 | |||||||||||||||||
ACC Medical Limited [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Services fees | 13,018 | 101,542 | |||||||||||||||||
Services fees adjusted | $ 18,359 | $ 143,200 | |||||||||||||||||
Clark Cheng [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Shares issued (in Shares) | shares | 117 | 115 | 112 | ||||||||||||||||
Aptorum Medical Limited [Member] | Maximum [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Ownership of aeneas limited and its subsidiary | 94% | ||||||||||||||||||
Aptorum Medical Limited [Member] | Minimum [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Ownership of aeneas limited and its subsidiary | 95% | ||||||||||||||||||
Aeneas Group Limited [Member] | Subsequent Event [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Line of credit facility, description | Note i: On January 13, 2022, the Group entered a line of credit facility with Libra Sciences Limited to provide up to a total $1 million line of credit for its daily operation. The line of credit will mature on July 12, 2022, extendable for up to twelve months, and the interest on the outstanding principal indebtedness will be at the rate of 10% per annum. | ||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Voting power owned percentage | 31.51% | 31.51% | |||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Maximum [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Voting power owned percentage | 50% | ||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Minimum [Member] | |||||||||||||||||||
Related Party Balances and Transactions (Details) [Line Items] | |||||||||||||||||||
Voting power owned percentage | 20% |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of amounts due from related parties - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Balances and Transactions (Details) - Schedule of amounts due from related parties [Line Items] | ||
Amounts due from related parties | $ 3,405,843 | |
Libra Sciences Limited [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of amounts due from related parties [Line Items] | ||
Amounts due from related parties | 4,193 | |
Jurchen Investment Corporation [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of amounts due from related parties [Line Items] | ||
Amounts due from related parties | 2,000 | |
CGY Investments Limited [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of amounts due from related parties [Line Items] | ||
Amounts due from related parties | 2,000 | |
Talem Medical Group Limited [Member] | ||
Related Party Balances and Transactions (Details) - Schedule of amounts due from related parties [Line Items] | ||
Amounts due from related parties | $ 3,397,650 |
Related Party Balances and Tr_5
Related Party Balances and Transactions (Details) - Schedule of amounts due to related parties - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Amounts due to related parties, Current | $ 11,389 | $ 145,926 | |
Non-current | |||
Amounts due to related parties, Non-current | 2,007,285 | ||
Ian Huen [Member] | |||
Current | |||
Amounts due to related parties, Current | 1,397 | 2,110 | |
Darren Lui [Member] | |||
Current | |||
Amounts due to related parties, Current | 3,449 | ||
Clark Cheng [Member] | |||
Current | |||
Amounts due to related parties, Current | 5,699 | 401 | |
Sabrina Khan [Member] | |||
Current | |||
Amounts due to related parties, Current | 844 | 39 | |
Aenco Solutions Limited [Member] | |||
Current | |||
Amounts due to related parties, Current | 123,922 | ||
Jurchen Investment Corporation [Member] | |||
Current | |||
Amounts due to related parties, Current | 19,454 | ||
Aeneas Group Limited [Member] | |||
Non-current | |||
Amounts due to related parties, Non-current | [1] | 1,507,285 | |
Jurchen Investment Corporation [Member] | |||
Non-current | |||
Amounts due to related parties, Non-current | [1] | $ 500,000 | |
[1]On August 13, 2019, the Group entered into financing arrangements with Aeneas Group Limited, a related party, and Jurchen Investment Corporation, the ultimate parent of the Group, allowing the Group to access up to a total $15.0 million in line of credit debt financing. The line of credit will initially mature on August 12, 2022, extendable for up to an additional three years period upon mutual written consent. The interest on the outstanding principal indebtedness is at the rate of 8% per annum. The Group may early repay, in whole or in part, the principal indebtedness and all interest accrued at any time prior to the maturity date without the prior written consent of the lender and without payment of any premium or penalty. |
Related Party Balances and Tr_6
Related Party Balances and Transactions (Details) - Schedule of related party transactions - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Aeneas Group Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan from related parties | [1] | $ 1,000,000 | $ 500,000 | $ 3,330,472 |
Interest expenses | [1] | 64,753 | 155,633 | 14,247 |
Loan repayment and interest paid to related parties | [1] | 2,673,389 | 2,356,080 | |
Jurchen Investment Corporation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan from related parties | [1] | 2,500,000 | 500,000 | 3,000,000 |
Interest expenses | [1] | 65,644 | 81,530 | 20,055 |
Loan repayment and interest paid to related parties | [1] | 3,085,097 | 3,082,131 | |
Loan to a related party | 19,454 | |||
Rental expense | [2] | 96,300 | 227,729 | |
Talem Medical Group Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan to a related party | [3] | 3,358,089 | ||
Interest income | [3] | 39,561 | ||
CGY Investments Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consultant, secondment, management and administrative services fees | [4] | 173,333 | 169,462 | |
ACC Medical Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consultant, secondment, management and administrative services fees | [4] | 157,511 | 13,018 | |
Aenco Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consultant, secondment, management and administrative services fees | [4] | 746,153 | 830,769 | |
Aeneas Technology (Hong Kong) Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consultant, secondment, management and administrative services fees | [4] | 617,794 | ||
Aeneas Management Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consultant, secondment, management and administrative services fees | [4] | 231,795 | 698,152 | |
Healthcare services income | 7,564 | 321 | 1,923 | |
Aenco Solutions Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan to a related party | 123,922 | |||
Issuance of tokens for tokens creation, offering and consultancy services | [5] | 300,000 | ||
Tokens creation, offering and consultancy services expense | [5] | 192,000 | ||
Prepayment of tokens consultancy services | [5] | $ 108,000 | ||
[1]On August 13, 2019, the Group entered into financing arrangements with Aeneas Group Limited, a related party, and Jurchen Investment Corporation, the ultimate parent of the Group, allowing the Group to access up to a total $15.0 million in line of credit debt financing. The line of credit will initially mature on August 12, 2022, extendable for up to an additional three years period upon mutual written consent. The interest on the outstanding principal indebtedness is at the rate of 8% per annum. The Group may early repay, in whole or in part, the principal indebtedness and all interest accrued at any time prior to the maturity date without the prior written consent of the lender and without payment of any premium or penalty.[2]Jurchen Investment Corporation entered into a sub-tenancy agreement with a subsidiary of the Group for the rental arrangement of an office in Hong Kong. For the period February 1, 2018 through January 31, 2021, Jurchen Investment Corporation was entitled to receive a fixed amount of rental fee of HK $130,000 (approximately USD 16,667) per calendar month. In May 2020, Jurchen Investment Corporation and the Group mutually agreed to early terminate the rental agreement and returned the office on May 31, 2020.[3]On November 17, 2021, Aptorum Therapeutics Limited (the “Lender”) entered into a loan agreement with Talem Medical Group Limited (the “Borrower”). According to the loan agreement, the Lender granted a loan of up to AUD4,700,000 for the Borrower for general working capital purposes of the Borrower and its subsidiaries. The loan is interest-bearing at a rate of 10% per annum and secured by the entire issued shares of Talem Medical Group (Australia) Pty Limited held by the Borrower. The loan is initially matured 6 months from the date of the first drawdown. The maturity date may be extended for 6 months to the first extended maturity date, and further extended for another 6 months to the second extended maturity date, if certain conditions stated in loan agreement are satisfied.[4]Aenco Limited provided certain information technology services to the Group. For the year ended December 31, 2019, Aenco Limited was entitled to receive a fixed amount of services fees of HKD 540,000 (approximately $69,231) per calendar month with the expiry date on December 31, 2019. The agreement was originally renewed under the same terms with the expiry date on December 31, 2020. The agreement was replaced by another agreement on April 1, 2020. Pursuant to the replaced agreement, Aenco Limited is entitled to receive a fixed amount of services fee of HKD 700,000 (approximately $89,744) per calendar month. On September 30, 2020, the replaced agreement was terminated as mutually agreed. Aeneas Technology (Hong Kong) Limited provided research to the Group to assist the Group in computerized drug screening process of Smart-ACT® platform. Aeneas Technology (Hong Kong) Limited is entitled to receive a fixed amount of research fees of HKD 963,760 (approximately $123,559) per calendar month with the expiry date on October 30, 2021. On September 30, 2020, the agreement was terminated as mutually agreed. Aeneas Management Limited provided certain documentation and administrative services to the Group. For the year ended December 31, 2019, Aeneas Management Limited was entitled to receive a fixed amount of services fees of HKD 452,000 (approximately $57,949) per calendar month with the expiry date on December 31, 2019. The agreement was originally renewed under the same terms with the expiry date on December 31, 2020. On April 30, 2020, the agreement was terminated as mutually agreed. CGY Investment Limited provided certain consultancy, advisory and management services to the Group on potential investment projects related to healthcare or R&D platforms. CGY Investment Limited is initially entitled to receive HK $104,000 (approximately $13,333) per calendar month plus reimbursement; such the monthly service fee is adjusted to HK$171,200 (approximately US$21,949) with effect from March 1, 2022. The agreement will be remained in effect until 1 month’s notice in writing is given by either party. ACC Medical Limited provided certain consultancy, advisory, and management services to the Group on clinic operations and other related projects for clinics’ business development. ACC Medical Limited is initially entitled to receive HK $101,542 (approximately $13,018) per calendar month plus reimbursement; such monthly service fee is adjusted to HK$143,200 (approximately US$18,359 per month) effective from March 1, 2022. The agreement will be remained in effect until 1 month’s notice in writing is given by either party.[5]In July 2019, Smart Pharmaceutical Limited Partnership (“SPLP”), a wholly owned subsidiary of the Group, transferred 100,000,000 SMPT token to Aenco Solutions Limited, a related party, in exchange of the services related to token creation and offering and consulting services for five years for an amount of $300,000. On March 5, 2021, all agreements regarding the SMPT tokens, including the agreement between SPLP and Aenco Solutions Limited in exchange of the service to deal with the token creation, have been terminated. |
Variable Interest Entity (Detai
Variable Interest Entity (Details) | 12 Months Ended | ||||
Jan. 13, 2022 | Dec. 31, 2021 USD ($) $ / shares | Jan. 01, 2022 USD ($) | Jan. 01, 2022 HKD ($) | Dec. 30, 2021 | |
Variable Interest Entity (Details) [Line Items] | |||||
Share of economic (in Dollars per share) | $ / shares | $ 0.001 | ||||
Equity investment (in Dollars) | $ | $ 0 | ||||
Subsequent Event [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Services fees | $ 3,205 | $ 25,000 | |||
Line of credit facility description | the Group entered a line of credit facility with Libra to provide up to a total $1 million in line of credit debt financing for its daily operation. The line of credit will mature on July 12, 2022, extendable for up to twelve months, and the interest on the outstanding principal indebtedness will be at the rate of 10% per annum. | ||||
Libra [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Economic interest percentage | 97.27% | ||||
Voting percentage | 31.51% | ||||
Mios [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Economic interest percentage | 97.93% | ||||
Voting percentage | 36.17% | ||||
Scipio [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Economic interest percentage | 97.93% | ||||
Voting percentage | 35.06% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Voting right percentage | 31.51% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | Libra [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Voting right percentage | 48.33% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | Mios [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Voting right percentage | 48.39% | ||||
Series of Individually Immaterial Business Acquisitions [Member] | Scipio [Member] | |||||
Variable Interest Entity (Details) [Line Items] | |||||
Voting right percentage | 48.36% |
Variable Interest Entity (Det_2
Variable Interest Entity (Details) - Schedule of aggregate carrying value of VIEs’ assets and liabilities | Dec. 31, 2021 USD ($) |
Variable Interest Entity (Details) - Schedule of aggregate carrying value of VIEs’ assets and liabilities [Line Items] | |
Assets | $ 5,361 |
Liabilities | 2,266 |
Net Assets | 3,095 |
Variable interest [Member] | |
Variable Interest Entity (Details) - Schedule of aggregate carrying value of VIEs’ assets and liabilities [Line Items] | |
Assets | 4,195 |
Liabilities | |
Net Assets | 4,195 |
Maximum Exposure to Losses | $ 4,195 |
Lease (Details)
Lease (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | ||
Weighted average remaining lease term | 1 year | 1 year 6 months |
Weighted average discount rates | 8% |
Lease (Details) - Schedule of c
Lease (Details) - Schedule of components of finance leases obligation - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost: | ||
Depreciation | $ 47,819 | $ 47,819 |
Interest on lease liabilities | 4,450 | 7,290 |
Operating lease cost | 425,280 | 483,398 |
Short-term lease cost | 86,125 | 68,472 |
Variable lease cost | ||
Sublease income | ||
Total lease cost | 563,674 | 606,979 |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | 450,807 | 457,508 |
Financing cash flows from finance leases | $ 53,846 | 53,845 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,107,206 | |
Weighted-average remaining lease term – finance leases | 10 months 24 days | 1 year 10 months 24 days |
Weighted-average remaining lease term – operating leases | 1 year | 1 year 6 months |
Weighted-average discount rate – finance leases | 2.50% | 2.50% |
Weighted-average discount rate – operating leases | 8% | 8% |
Lease (Details) - Schedule of m
Lease (Details) - Schedule of maturity analysis of operating leases liabilities | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Maturity Analysis Of Operating Leases Liabilities Abstract | |
2022 | $ 149,539 |
2023 | 26,001 |
Total future undiscounted cash flow | 175,540 |
Less: Discount on operating lease liabilities | (6,296) |
Present value of operating lease liabilities | 169,244 |
Less: Current portion of operating lease liabilities | (145,391) |
Non-current portion of operating lease liabilities | 23,853 |
2022 | 49,358 |
Total future undiscounted cash flow | 49,358 |
Less: Discount on finance lease liabilities | (1,435) |
Present value of finance lease liabilities | $ 47,923 |
Ordinary Shares (Details)
Ordinary Shares (Details) - USD ($) | 1 Months Ended | |||||||
Oct. 02, 2020 | May 26, 2021 | Aug. 27, 2020 | Feb. 28, 2020 | Dec. 31, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Ordinary Shares (Details) [Line Items] | ||||||||
Gross proceeds (in Dollars) | $ 4,000,000 | $ 10,000,000 | ||||||
Exercise price per share (in Dollars per share) | $ 4.0625 | |||||||
Issuance of expire years | 7 years | |||||||
Issuance of warrants (in Dollars) | $ 147,538 | $ 43,243 | ||||||
Exercise price of the warrants (in Dollars per share) | $ 8.88 | |||||||
Deemed dividend (in Dollars) | $ 755,514 | |||||||
Ordinary shares, description | Following the public offering completed on October 2, 2020, the placement agent of the offering on February 28, 2020 was further received 65,406 warrants as a tail fee, with an exercise price of $3.9 and expire seven years from the date of issuance. | |||||||
Aggregate offering price (in Dollars) | $ 15,000,000 | |||||||
Ordinary shares closing price percentage | 10% | |||||||
Shares Warrant Holders [Member] | ||||||||
Ordinary Shares (Details) [Line Items] | ||||||||
Ordinary shares issued | 40,000 | 313,513 | 60,093 | |||||
Share Option Holders [Member] | ||||||||
Ordinary Shares (Details) [Line Items] | ||||||||
Ordinary shares issued | 190,159 | 12,328 | ||||||
Initial Public Offering [Member] | ||||||||
Ordinary Shares (Details) [Line Items] | ||||||||
Warrants to purchase shares | 2,769,231 | |||||||
Offering costs (in Dollars) | $ 1,000,000 | |||||||
Class A Ordinary Shares [Member] | ||||||||
Ordinary Shares (Details) [Line Items] | ||||||||
Sale of ordinary shares | 1,351,350 | |||||||
Warrants to purchase shares | 1,351,350 | |||||||
Gross proceeds (in Dollars) | $ 9,000,000 | |||||||
Purchase of exercisable warrant shares | 1 | |||||||
Exercise price per share (in Dollars per share) | $ 3.25 | $ 7.4 | ||||||
Issuance of expire years | 5 years | |||||||
Ordinary shares issued | 540,540 | 13,202,408 | 11,584,324 | |||||
Non-affiliated purchasers in exchange of warrants | 540,540 | |||||||
Ordinary shares issued | 1,387,925 | |||||||
Ordinary shares, per share (in Dollars per share) | $ 2.882 | |||||||
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | ||||||||
Ordinary Shares (Details) [Line Items] | ||||||||
Issuance of public offering (in Dollars) | $ 2,769,231 | |||||||
Offering costs (in Dollars) | $ 1,200,000 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Jan. 01, 2023 | Mar. 08, 2022 | Jan. 01, 2022 | Jul. 14, 2021 | Jun. 08, 2021 | Mar. 11, 2021 | Aug. 10, 2020 | Mar. 15, 2019 | Jun. 01, 2020 | Mar. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation (Details) [Line Items] | |||||||||||||
Options granted | 7,247 | 9,058 | 752,185 | 27,473 | 218,222 | 148,792 | 536,777 | ||||||
Excersie price per share (in Dollars per share) | $ 2.76 | $ 3.64 | $ 12.91 | $ 3.11 | $ 2.99 | ||||||||
Weighted-average grant date fair value of share option grants (in Dollars per share) | $ 2.76 | $ 3.04 | $ 12.91 | ||||||||||
Maximum contractual term | 11 years 2 months 19 days | 11 years 6 months 3 days | |||||||||||
2017 Share Option Plan [Member] | |||||||||||||
Share Based Compensation (Details) [Line Items] | |||||||||||||
Weighted-average grant date fair value of share option grants (in Dollars per share) | $ 2.57 | $ 1.76 | $ 10.31 | ||||||||||
Maximum contractual term | 12 years 9 months 18 days | ||||||||||||
Class A Ordinary Shares [Member] | 2017 Share Option Plan [Member] | |||||||||||||
Share Based Compensation (Details) [Line Items] | |||||||||||||
Total shares issued | 5,500,000 | ||||||||||||
Stock option related, description | Subsequent adjustments include that on each January 1, starting with January 1, 2020, an additional number of shares equal to the lesser of (i) 2% of the outstanding number of Class A Ordinary Shares (on a fully diluted basis) on the immediate preceding December 31, and (ii) such lower number of Class A Ordinary Shares as may be determined by the board of directors, subject in all cases to adjustments as provided in Section 10 of the Option Plan. | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Share Based Compensation (Details) [Line Items] | |||||||||||||
Options granted | 367,950 | ||||||||||||
Forecast [Member] | |||||||||||||
Share Based Compensation (Details) [Line Items] | |||||||||||||
Options granted | 367,930 | ||||||||||||
Option granted description | 1,531,332 options were granted on March 8, 2022 to directors, employees, external consultants and advisors of the Group with an exercise price of $1.34 per share, which was based on the average closing price of the shares traded on the NASDAQ stock exchange for the five trading days immediately preceding the grant date. 748,881 options vest on January 1, 2023 and expire on December 31, 2033; 748,868 options vest on January 1, 2024 and expire on December 31, 2034; 18,657 options vest on June 8, 2022 and expire on June 7, 2033; and 14,926 options vest on July 14, 2022 and expire on July 13, 2033. | ||||||||||||
Employees [Member] | |||||||||||||
Share Based Compensation (Details) [Line Items] | |||||||||||||
Share-based compensation charges (in Dollars) | $ 1,203,000 | $ 1,191,957 | $ 1,180,477 | ||||||||||
Non-employees [Member] | |||||||||||||
Share Based Compensation (Details) [Line Items] | |||||||||||||
Share-based compensation charges (in Dollars) | $ 479,460 | $ 286,608 | $ 432,355 |
Share Based Compensation (Det_2
Share Based Compensation (Details) - Schedule of the option activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of The Option Activity Abstract | |||
Number of share options, Outstanding Beginning | 717,717 | 218,222 | |
Weighted average exercise price, Outstanding Beginning | $ 3.76 | $ 12.91 | |
Remaining contractual term in years, Outstanding Beginning | 11 years 2 months 19 days | 11 years 6 months 3 days | |
Number of share options, Outstanding, Granted | 752,185 | 713,042 | 218,222 |
Weighted average exercise price, Granted | $ 2.76 | $ 3.04 | $ 12.91 |
Remaining contractual term in years, Granted | 12 years 3 months 14 days | 11 years 11 months 26 days | 12 years 3 months 21 days |
Number of share options, Outstanding, Exercised | (190,159) | (12,328) | |
Weighted average exercise price, Exercised | $ 3.65 | $ 4.92 | |
Aggregate Intrinsic value, Exercised | |||
Number of share options, Outstanding, Forfeited | (6,037) | (52,427) | |
Weighted average exercise price, Forfeited | $ 2.91 | $ 5.8 | |
Number of share options, Outstanding, Cancelled | (148,792) | ||
Weighted average exercise price, Cancelled | $ 12.91 | ||
Number of share options, Outstanding, Outstanding, Ending | 1,273,706 | 717,717 | 218,222 |
Weighted average exercise price, Outstanding, Ending | $ 3.19 | $ 3.76 | $ 12.91 |
Remaining contractual term in years, Outstanding, Ending | 11 years 3 days | 11 years 2 months 19 days | 11 years 6 months 3 days |
Aggregate Intrinsic value, Ending | $ 641,573 | ||
Number of share options, Outstanding,Exercisable | 314,560 | 84,671 | |
Weighted average exercise price, Exercisable | $ 4.26 | $ 6.12 | |
Remaining contractual term in years, Exercisable | 9 years 7 months 17 days | 9 years 11 months 12 days | |
Aggregate Intrinsic value, Exercisable |
Share Based Compensation (Det_3
Share Based Compensation (Details) - Schedule of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Each Stock Option Award Is Estimated On The Date Of Grant Using The Black Scholes Option Pricing Model Abstract | |||
Expected volatility, minimum | 88.44% | 95.02% | |
Expected volatality, maximum | 96.55% | 95.15% | |
Expected volatility | 97.70% | ||
Risk-free interest rate, minimum | 0.59% | 2.46% | |
Risk-free interest rate, maximum | 0.69% | 2.49% | |
Risk-free interest rate | 1.64% | ||
Expected term from grant date (in years), minimum | 5 years 7 months 13 days | 5 years 3 months | 6 years 3 months 14 days |
Expected term from grant date (in years), maximum | 6 years 4 months 28 days | 7 years 3 months 14 days | 7 years 3 months 14 days |
Dividend rate | |||
Dilution factor, minimum (in Dollars per share) | $ 0.9909 | ||
Dilution factor, maximum (in Dollars per share) | 1 | ||
Dilution factor (in Dollars per share) | $ 1 | $ 0.9962 | |
Fair value, minimum (in Dollars per share) | 2.51 | 1.55 | 10.1 |
Fair value, maximum (in Dollars per share) | $ 2.6 | $ 2.66 | $ 10.52 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2021 | Jan. 02, 2021 | Sep. 25, 2020 | Jan. 02, 2020 | Mar. 29, 2019 | |
Non-Controlling Interest (Details) [Line Items] | ||||||||
Related party description | Total 1 billion SMPT tokens are offered by Smart Pharmaceutical Limited Partnership (“SPLP”), a wholly owned subsidiary of the Group. In July 2019, SPLP transferred 100,000,000 SMPT tokens to Aenco Solutions Limited, a related party of the Group, in exchange for the services related to the tokens creation, offering and 5-year consultancy service. Amount of $300,000 were classified as a component of non-controlling interests within the Group’s consolidated financial statements. The remaining 900,000,000 SMPT tokens are remained and kept by SPLP. On May 27, 2021, Aptorum Therapeutics Limited, which is a wholly owned subsidiary of Aptorum Group Limited, entered into a Share Sale Agreement to sell all of the shares of SMPTH Limited to Aeneas Group Limited at the consideration $1. The $300,000 non-controlling interests was included in the calculation of amount to be reclassified to additional paid-in capital as a result of common control transaction. | |||||||
Beneficial sharing description | On December 30, 2021, two of the Group’s subsidiaries, Mios Pharmaceuticals Limited (“Mios”) and Scipio Life Sciences Limited (“Scipio”), issued Class A and Class B ordinary shares to various parties; for each such entity, each Class A ordinary share is entitled to 1 vote and 1 share of economic interest of the respective company, while each Class B ordinary share is entitled to 10 votes and 0.001 share of economic interest of the respective company. | |||||||
Total deficit value (in Dollars) | $ 27,293 | |||||||
Total non controlling interest (in Dollars) | $ 6,101,223 | $ 3,681,858 | ||||||
Net loss attributable to non-controlling interests (in Dollars) | $ 2,065,904 | $ 2,146,687 | $ 1,430,176 | |||||
Aptorum Medical Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Shares issued (in Shares) | 117 | 115 | 112 | |||||
Non-controlling interest rate | 8% | 7% | ||||||
Reclassified from additional paid-in capital to non-controlling interests (in Dollars) | $ 34,130 | $ 22,325 | $ 10,672 | |||||
Ownership interest percentage | 92% | |||||||
Aptorum Medical Limited [Member] | Minimum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 5% | |||||||
Aptorum Medical Limited [Member] | Maximum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 6% | |||||||
Aptorum Innovation Holding Pte. Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 25% | |||||||
Reclassified from additional paid-in capital to non-controlling interests (in Dollars) | $ 3,090 | |||||||
Ownership interest percentage | 100% | |||||||
Mios [Member] | Minimum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Ownership interest percentage | 36.17% | |||||||
Mios [Member] | Maximum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Ownership interest percentage | 97.93% | |||||||
Scipio [Member] | Minimum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Ownership interest percentage | 35.06% | |||||||
Scipio [Member] | Maximum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Ownership interest percentage | 97.93% | |||||||
mTOR (Hong Kong) Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 10% | 10% | ||||||
Ownership interest percentage | 90% | |||||||
Mios Pharmaceuticals Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 2.07% | |||||||
Ownership interest percentage | 97.93% | |||||||
Scipio Life Sciences Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 2.07% | |||||||
Ownership interest percentage | 97.93% | |||||||
Acticule Life Sciences Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 20% | 20% | ||||||
Ownership interest percentage | 80% | |||||||
Aptorum Innovations Holding Pte. Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 25% | |||||||
Lanither Life Sciences Limited [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Non-controlling interest rate | 20% | |||||||
Aptorum Medical Limited [Member] | Minimum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Increase decrease equity interest percentage | 7% | 6% | ||||||
Aptorum Medical Limited [Member] | Maximum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Increase decrease equity interest percentage | 8% | 7% | ||||||
Aptorum Innovation Holding Pte. Limited [Member] | Minimum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Increase decrease equity interest percentage | 75% | |||||||
Aptorum Innovation Holding Pte. Limited [Member] | Maximum [Member] | ||||||||
Non-Controlling Interest (Details) [Line Items] | ||||||||
Increase decrease equity interest percentage | 100% |
Net (Loss) Income Per Share (De
Net (Loss) Income Per Share (Details) - Schedule of basic and diluted (loss) income per share - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net (loss) income attributable to Aptorum Group Limited | $ (25,048,389) | $ 6,311,340 | $ (18,686,762) |
Denominator: | |||
– Basic | 35,033,970 | 31,135,882 | 29,008,445 |
– Diluted | 35,033,970 | 31,534,473 | 29,008,445 |
Net (loss) income per share attributable to Aptorum Group Limited | |||
– Basic | $ (0.71) | $ 0.2 | $ (0.64) |
– Diluted | $ (0.71) | $ 0.2 | $ (0.64) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Non-cancellable purchase commitments | $ 49,166 | ||
Milestone payments | $ 129,203 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of milestone payments are to be made upon achievements of certain conditions | Dec. 31, 2021 USD ($) |
Drug molecules: up to the conditions and milestones of | |
Preclinical to IND filing | $ 282,564 |
From entering phase 1 to before first commercial sale | 22,276,410 |
First commercial sale | 14,982,051 |
Net sales amount more than certain threshold in a year | 70,769,231 |
Subtotal | 108,310,256 |
Diagnostics technology: up to the conditions and milestones of | |
Before FDA approval | 201,155 |
Total | $ 108,511,411 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] $ in Millions | Apr. 30, 2022 USD ($) |
Subsequent Events (Details) [Line Items] | |
Loan amount | $ 3 |
Deposits over | $ 3 |
Hong Kong Interbank Offered Rate [Member] | |
Subsequent Events (Details) [Line Items] | |
Loans interest rate | 1.50% |
Secured Overnight Financing Rate [Member] | |
Subsequent Events (Details) [Line Items] | |
Loans interest rate | 1.50% |