Annual report pursuant to Section 13 and 15(d)

Equity

v3.20.1
Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
EQUITY

NOTE 14 – EQUITY

 

Treasury Stock

 

The Company records treasury stock using the cost method. On March 27, 2018, the Company repurchased 520,000 shares of its common stock from a third party through a privately negotiated transaction at an aggregate price of $522,500, of which $2,500 was paid to an escrow agent as share repurchase cost.

 

Common Shares Sold for Cash

 

During the year ended December 31, 2018, the Company sold 3,107,000 and 939,450 shares of common stock at $1.75 and $2.25 per share, respectively, to investors pursuant to subscription agreements. The Company received net cash proceeds of $7,064,717, net of cash fee paid to an investment banking firm of $486,296.

 

On December 13, 2019, the Company entered into an Open Market Sale AgreementSM (the "Sales Agreement") with Jefferies LLC, as sales agent ("Jefferies"), pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $20.0 million. In December 2019, Jefferies sold 138,595 shares of common stock at an average price of $1.98 per share to investors. The Company received net cash proceeds of $261,206, net of cash fee paid for sales agent's commission and other offering expenses of $12,530. 

 

Units Sold for Cash

 

On April 25, 2019, the Company entered into a purchase agreement with several third-party institutional investors for the purchase of 1,714,288 units in a registered direct offering, for gross proceeds of $6,000,008 before placement agent fees and other offering expenses payable by the Company. Each unit was sold at a public offering price of $3.50 and consists of one share of common stock and a warrant to purchase one share of common stock. The Company received net cash proceeds of $5,103,704, net of cash paid for placement agent fees and other offering expenses.

 

The warrants are exercisable immediately as of the date of issuance (the "Initial Exercise Date"), at an exercise price of $3.50 per share, subject to adjustment as provided in the warrants, and expire on the fifth (5th) anniversary of the Initial Exercise Date. The warrants include anti-dilution rights, which provide that if at any time the warrants are outstanding, the Company issues or is deemed to have issued any common stock or common stock equivalents for consideration less than the then current exercise price of the warrants, the exercise price of such warrants is automatically reduced to the lowest price per share of consideration provided or deemed to have been provided for such securities (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions). The warrants include the fundamental transaction provisions and the exercise price of the warrants is protected against down-round financing throughout the term of the warrants. Upon evaluation, the warrants meet the definition of a derivative under FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances (see Note 13).

 

Common Shares Issued for Services

 

During the year ended December 31, 2018, pursuant to consulting agreements, the Company issued an aggregate of 505,679 shares of common stock for consulting services rendered and to be rendered. These shares were valued at $1,371,450, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based compensation expense of $865,700 for the year ended December 31, 2018 and reduced accrued liabilities of $10,000 and recorded prepaid expense of $495,750 as of December 31, 2018 which was amortized over the rest of corresponding service periods.

 

During the year ended December 31, 2019, the Company issued a total of 537,380 shares of its common stock for services rendered and to be rendered. These shares were valued at $1,318,600, the fair market values on the grant dates using the reported closing share prices on the dates of grant and the Company recorded stock-based compensation expense of $1,077,442 for the year ended December 31, 2019 and reduced accrued liabilities of $116,575 and recorded prepaid expense of $124,583 as of December 31, 2019 which will be amortized over the rest of corresponding service periods.

 

Common Shares Issued for Share Subscription Agreement

 

On March 3, 2017, the Company entered into and closed a Subscription Agreement with an accredited investor (the "March 2017 Accredited Investor") pursuant to which the March 2017 Accredited Investor purchased 3,000,000 shares of the Company's common stock ("March 2017 Shares") for a purchase price of $3,000,000 (the "Purchase Price").

 

The Company, Avalon Shanghai, Beijing DOING Biomedical Technology Co., Ltd. ("DOING"), who is an unaffiliated third party, and the March 2017 Accredited Investor entered into a Share Subscription Agreement whereby the parties acknowledged, among other things, that DOING agreed to transfer the Purchase Price to Avalon Shanghai on behalf of the March 2017 Accredited Investor and the March 2017 Accredited Investor agreed to transfer the March 2017 Shares to DOING upon DOING completing the registration of the acquisition of the March 2017 Shares with the Beijing Commerce Commission ("BCC") and obtaining an Enterprise Overseas Investment Certificate (the "Investment Certificate") from BCC. If DOING fails to complete the registration and acquire the Investment Certificate within one year of the closing then Avalon Shanghai shall transfer $3,000,000 with an annual interest of 20% to DOING upon the request of DOING (the "BCC Repayment Obligation"). Further, Wenzhao Lu, a director and shareholder of the Company, and DOING entered into a Warranty Agreement. Pursuant to the Warranty Agreement, Mr. Lu agreed to (i) cause the Company to be liable to DOING in the event the March 2017 Accredited Investor defaults in its obligations to DOING, (ii) cause the March 2017 Accredited Investor to transfer the March 2017 Shares to DOING upon DOING's receipt of the Investment Certificate from BCC, (iii) within three years from the date of the Warranty Agreement, DOING may require Mr. Lu to acquire the March 2017 Shares at $1.20 per share upon three-month notice, and (iv) in the event Mr. Lu does not acquire the March 2017 Shares within the three-month period, interest of 15% per annum will be added to the purchase price.

 

On April 23, 2018, the Company, Avalon Shanghai, DOING and March 2017 Accredited Investor entered into a Supplementary Agreement Related to Share Subscription pursuant to which Avalon Shanghai agreed to pay RMB 8,256,000 (approximately $1.3 million based on the exchange rate on April 23, 2018) to DOING representing one-third of the DOING Investment plus 20% interest for the one-third DOING Investment resulting in a reduction in the March 2017 Shares by one-third to 2,000,000 shares. Further, the parties agreed that the BCC Repayment Obligation was extended to July 31, 2018. The $1 million BCC Repayment Obligation and related interest was paid in full in May 2018.

 

On August 8, 2018, DOING and the March 2017 Accredited Investor sold the remaining 2,000,000 shares of common stock. Therefore, the BCC Repayment Obligation was satisfied in full and the Company has no further obligation for DOING and the March 2017 Accredited Investor.

 

Common Shares Issued for Warrant Exercise

 

On January 9, 2019, the Company issued 350,856 shares of its common stock upon cashless exercise of warrants to purchase 578,891 shares of common stock.

 

Common Shares Issued for Option Exercise

 

On February 27, 2019, the Company issued 158,932 shares of its common stock upon cashless exercise of options to purchase 200,000 shares of common stock.

 

Options

 

The following table summarizes the shares of the Company's common stock issuable upon exercise of options outstanding at December 31, 2019:

 

Options Outstanding     Options Exercisable  
Range of
Exercise Price
    Number Outstanding at December 31, 2019     Range of Weighted Average Remaining Contractual
Life (Years)
    Weighted
Average
Exercise
Price
    Number
Exercisable at December 31, 2019
    Weighted
Average
Exercise
Price
 
$ 0.50       2,000,000       7.11     $ 0.50       1,944,444     $ 0.50  
  1.00 - 1.86       490,000       0.84-4.84       1.11       460,833       1.08  
  2.00 – 2.80       2,740,000       2.33 – 4.01       2.17       2,560,000       2.15  
  4.76       30,000       4.26       4.76       30,000       4.76  
0.50 – 4.76       5,260,000       4.88     $ 1.45       4,995,277     $ 1.42  

 

Stock option activities for the years ended December 31, 2019 and 2018 were as follows:

 

    Number of Options     Weighted Average Exercise Price  
Outstanding at January 1, 2018     2,290,000     $ 0.58  
Granted     560,000       1.54  
Terminated / Exercised     (10,000 )     (2.50 )
Outstanding at December 31, 2018     2,840,000       0.77  
Granted     2,620,000       2.17  
Terminated / Exercised     (200,000 )     (1.00 )
Outstanding at December 31, 2019     5,260,000     $ 1.45  
Options exercisable at December 31, 2019     4,995,277     $ 1.42  
Options expected to vest     264,723     $ 2.00  

 

The aggregate intrinsic values of stock options outstanding and stock options exercisable at December 31, 2019 was $3,259,900 and $3,171,746, respectively.

 

The fair values of options granted during the year ended December 31, 2019 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: volatility of 140.57% - 151.70%, risk-free rate of 1.55% - 2.49%, annual dividend yield of 0% and expected life of 3.00 – 5.00 years. The aggregate fair value of the options granted during the year ended December 31, 2019 was $6,461,970.

 

Stock-based compensation expense associated with stock options granted amounted to $7,448,230 and $2,227,281 for the years ended December 31, 2019 and 2018, respectively.

 

A summary of the status of the Company's nonvested stock options granted as of December 31, 2019 and changes during the years ended December 31, 2019 and 2018 is presented below:

 

    Number of Options     Weighted Average Exercise Price  
Nonvested at January 1, 2018     1,608,889     $ 0.57  
Granted     560,000       1.54  
Vested     (1,243,334 )     (0.95 )
Terminated     (10,000 )     (2.50 )
Nonvested at December 31, 2018     915,555       0.63  
Granted     2,620,000       2.17  
Vested     (3,270,832 )     (1.75 )
Nonvested at December 31, 2019     264,723     $ 2.00  

 

Warrants

 

Stock warrants activities during the years ended December 31, 2019 and 2018 were as follows:

 

    Number of Warrants     Weighted Average Exercise Price  
Outstanding at January 1, 2018     -     $ -  
Issued     578,891       1.28  
Exercised     -       -  
Outstanding at December 31, 2018     578,891       1.28  
Issued     1,714,288       3.50  
Exercised     (578,891 )     (1.28 )
Redeemed and cancelled     (1,714,288 )     (3.50 )
Outstanding and exercisable at December 31, 2019     -     $ -