Change Agents Corporation.
For the period ended Mar 31, 2025. Filed May 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
| March 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| (Unaudited) | ||
| ASSETS | ||
| CURRENT ASSETS: | ||
| Cash | $1,369,586 | $2,856,309 |
| Rent receivable | 81,854 | 80,829 |
| Receivable from sale of equity method investment, current portion | 975,000 | - |
| Prepaid expense and other current assets | 367,818 | 299,360 |
| Total Current Assets | 2,794,258 | 3,236,498 |
| NON-CURRENT ASSETS: | ||
| Operating lease right-of-use assets, net | 113,253 | 4,709 |
| Receivable from sale of equity method investment, noncurrent portion | 675,000 | - |
| Property and equipment, net | 10,660 | 12,912 |
| Investment in real estate, net | 6,980,551 | 7,022,721 |
| Equity method investments, net | - | 10,636,544 |
| Other non-current assets | 36,067 | 71,794 |
| Total Non-current Assets | 7,815,531 | 17,748,680 |
| Total Assets | $10,609,789 | $20,985,178 |
| LIABILITIES AND (DEFICIT) EQUITY | ||
| CURRENT LIABILITIES: | ||
| Accrued professional fees | $984,869 | $611,462 |
| Accrued research and development fees | 153,772 | 153,772 |
| Accrued payroll liability and compensation | 550,931 | 501,258 |
| Accrued litigation settlement | 373,450 | 373,450 |
| Accrued liabilities and other payables | 524,872 | 434,117 |
| Accrued liabilities and other payables - related parties | 100,000 | 732,916 |
| Operating lease obligation, current portion | 67,547 | 10,709 |
| Advance from pending sale of noncontrolling interest - related party | 3,328,078 | 3,108,106 |
| Derivative liability | 223,052 | 127,545 |
| Note payable, net | 5,745,254 | 5,715,447 |
| Convertible note payable, net | 2,397,528 | 2,113,773 |
| Total Current Liabilities | 14,449,353 | 13,882,555 |
| NON-CURRENT LIABILITIES: | ||
| Operating lease obligation, noncurrent portion | 51,706 | - |
| Total Non-current Liabilities | 51,706 | - |
| Total Liabilities | 14,501,059 | 13,882,555 |
| Commitments and Contingencies (Note 15) | ||
| (DEFICIT) EQUITY: | ||
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized; | ||
| Series A convertible preferred stock, 0 and 9,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | - | 9,000,000 |
| Series B convertible preferred stock, 0 and 11,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | - | 11,000,000 |
| Series C convertible preferred stock, 3,500 shares issued and outstanding at March 31, 2025 and December 31, 2024; Liquidation preference $3.5 million at March 31, 2025 | 3,500,000 | 3,500,000 |
| Series D convertible preferred stock, 5,000 and 0 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively; Liquidation preference $5 million at March 31, 2025 | 8,837,527 | - |
| Common stock, $0.0001 par value; 100,000,000 shares authorized; | ||
| 1,655,134 shares issued and 1,651,667 shares outstanding at March 31, 2025; 1,445,979 shares issued and 1,442,512 shares outstanding at December 31, 2024 | 166 | 145 |
| Additional paid-in capital | 74,673,916 | 72,023,525 |
| Less: common stock held in treasury, at cost; | ||
| 3,467 shares at March 31, 2025 and December 31, 2024 | (522,500) | (522,500) |
| Accumulated deficit | (90,155,236) | (87,673,125) |
| Statutory reserve | 6,578 | 6,578 |
| Accumulated other comprehensive loss | (231,721) | (232,000) |
| Total Avalon GloboCare Corp. stockholders’ (deficit) equity | (3,891,270) | 7,102,623 |
| Noncontrolling interest | - | - |
| Total (Deficit) Equity | (3,891,270) | 7,102,623 |
| Total Liabilities and (Deficit) Equity | $10,609,789 | $20,985,178 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2025 | 2024 | |
| REAL PROPERTY RENTAL REVENUE | $349,800 | $314,588 |
| REAL PROPERTY OPERATING EXPENSES | 280,390 | 263,126 |
| REAL PROPERTY OPERATING INCOME | 69,410 | 51,462 |
| INCOME FROM EQUITY METHOD INVESTMENT - LAB SERVICES MSO | 392,677 | 107,469 |
| OTHER OPERATING EXPENSES: | ||
| Advertising and marketing expenses | 71,150 | 45,000 |
| Professional fees | 1,691,579 | 442,335 |
| Compensation and related benefits | 340,420 | 353,571 |
| Other general and administrative expenses | 165,713 | 161,087 |
| Total Other Operating Expenses | 2,268,862 | 1,001,993 |
| LOSS FROM OPERATIONS | (1,806,775) | (843,062) |
| OTHER (EXPENSE) INCOME | ||
| Interest expense - amortization of debt discount and debt issuance costs | (313,562) | (272,196) |
| Interest expense - other | (246,456) | (236,215) |
| Interest expense - related party | - | (10,596) |
| Change in fair value of derivative liability | (114,360) | 31,212 |
| Other expense | (958) | (36,656) |
| Total Other Expense, net | (675,336) | (524,451) |
| LOSS BEFORE INCOME TAXES | (2,482,111) | (1,367,513) |
| INCOME TAXES | - | - |
| NET LOSS | $(2,482,111) | $(1,367,513) |
| LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | - | - |
| NET LOSS AFTER NONCONTROLLING INTEREST | (2,482,111) | (1,367,513) |
| DEEMED CONTRIBUTION ON EXCHANGE OF EQUITY INSTRUMENTS | 162,473 | - |
| NET LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $(2,319,638) | $(1,367,513) |
| NET LOSS PER COMMON SHARE ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS: | ||
| Basic and diluted | $(1.43) | $(1.86) |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
| Basic and diluted | 1,624,629 | 735,225 |
| COMPREHENSIVE LOSS: | ||
| NET LOSS | $(2,482,111) | $(1,367,513) |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||
| Unrealized foreign currency translation gain (loss) | 279 | (2,920) |
| COMPREHENSIVE LOSS | (2,481,832) | (1,370,433) |
| LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | - | - |
| COMPREHENSIVE LOSS ATTRIBUTABLE TO AVALON GLOBOCARE CORP. COMMON SHAREHOLDERS | $(2,481,832) | $(1,370,433) |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY
For the Three Months Ended March 31, 2025
| Avalon GloboCare Corp. Stockholders’ (Deficit) Equity | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred Stock · Series B Preferred Stock · Series C Preferred Stock · Series D Preferred Stock · Common Stock · Treasury Stock · Accumulated | ||||||||||||||||||||||
| Number · Number · Number · Number · Number · Additional · Number · Other · Total | ||||||||||||||||||||||
| of · of · of · of · of · Paid-in · of · Accumulated · Statutory · Comprehensive · Noncontrolling · Equity | ||||||||||||||||||||||
| Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount · Capital · Shares · Amount · Deficit · Reserve · Loss · Interest · (Deficit) | ||||||||||||||||||||||
| Balance, January 1, 2025 | 9,000 | $9,000,000 | 11,000 | $11,000,000 | 3,500 | $3,500,000 | - | $ | - | 1,445,979 | $145 | $72,023,525 | (3,467) | $(522,500) | $(87,673,125) | $6,578 | $(232,000) | $ | - | $7,102,623 | ||
| Issuance of common stock upon cashless exercise of stock warrants | - | - | - | - | - | - | - | - | 186,877 | 19 | (19) | - | - | - | - | - | - | - | ||||
| Issuance of common stock for services | - | - | - | - | - | - | - | - | 22,278 | 2 | 111,230 | - | - | - | - | - | - | 111,232 | ||||
| Reclassification of derivative liability to equity | - | - | - | - | - | - | - | - | - | - | 18,853 | - | - | - | - | - | - | 18,853 | ||||
| Series D Convertible Preferred Stock issued in exchange of Series A Convertible Preferred Stock | (9,000) | (9,000,000) | - | - | - | - | 5,000 | 8,837,527 | - | - | 162,473 | - | - | - | - | - | - | - | ||||
| Series B Convertible Preferred Stock extinguished related to sale of equity method investment | - | - | (11,000) | (11,000,000) | - | - | - | - | - | - | 2,348,695 | - | - | - | - | - | - | (8,651,305) | ||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | - | 9,159 | - | - | - | - | - | - | 9,159 | ||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 279 | - | 279 | ||||
| Net loss for the three months ended March 31, 2025 | - | - | - | - | - | - | - | - | - | - | - | - | - | (2,482,111) | - | - | - | (2,482,111) | ||||
| Balance, March 31, 2025 | - | $ | - | - | $ | - | 3,500 | $3,500,000 | 5,000 | $8,837,527 | 1,655,134 | $166 | $74,673,916 | (3,467) | $(522,500) | $(90,155,236) | $6,578 | $(231,721) | $ | - | $(3,891,270) | |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three Months Ended March 31, 2024
| Avalon GloboCare Corp. Stockholders’ Equity | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred Stock · Series B Preferred Stock · Common Stock · Treasury Stock · Accumulated | |||||||||||||||
| Number · Number · Number · Additional · Number · Other | |||||||||||||||
| of · of · of · Paid-in · of · Accumulated · Statutory · Comprehensive · Noncontrolling · Total | |||||||||||||||
| Shares · Amount · Shares · Amount · Shares · Amount · Capital · Shares · Amount · Deficit · Reserve · Loss · Interest · Equity | |||||||||||||||
| Balance, January 1, 2024 | 9,000 | $9,000,000 | 11,000 | $11,000,000 | 736,769 | $74 | $67,886,082 | (3,467) | $(522,500) | $(79,769,731) | $6,578 | $(231,727) | $ | - | $7,368,776 |
| Issuance of common stock as convertible note payable commitment fee | - | - | - | - | 7,000 | 1 | 41,999 | - | - | - | - | - | - | 42,000 | |
| Stock-based compensation | - | - | - | - | - | - | 13,533 | - | - | - | - | - | - | 13,533 | |
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | - | - | - | (2,920) | - | (2,920) | |
| Net loss for the three months ended March 31, 2024 | - | - | - | - | - | - | - | - | - | (1,367,513) | - | - | - | (1,367,513) | |
| Balance, March 31, 2024 | 9,000 | $9,000,000 | 11,000 | $11,000,000 | 743,769 | $75 | $67,941,614 | (3,467) | $(522,500) | $(81,137,244) | $6,578 | $(234,647) | $ | - | $6,053,876 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.