What changed in this filing

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Item 1. Legal Proceedings

2021-08-16 compared with 2021-05-14 · 28 added, 30 removed, 6 unchanged (91% of the section changed)

3 unchanged sentences

to, and our property is not subject to, any material legal proceedings, except as set forth below.

October 25, 2017, Genexosome entered into and closed a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole

shareholder of Beijing Genexosome, pursuant to which Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome

in consideration of a cash payment in the amount of $450,000, of which $100,000 is still owed.

Further, on October 25, 2017, Genexosome

entered into and closed an Asset Purchase Agreement with Dr.

Zhou, pursuant to which the Company acquired all assets, including all intellectual

property and exosome separation systems, held by Dr.

Zhou pertaining to the business of researching, developing and commercializing exosome

technologies.

In consideration of the assets, Genexosome paid Dr.

Zhou $876,087 in cash, transferred 500,000 shares of common stock of

the Company to Dr.

On October 25, 2017, Genexosome entered into and closed

a Stock Purchase Agreement with Beijing Genexosome and Yu Zhou, MD, PhD, the sole shareholder of Beijing Genexosome, pursuant to which

Genexosome acquired all of the issued and outstanding securities of Beijing Genexosome in consideration of a cash payment in the amount

of $450,000, of which $100,000 is still owed.

Further, on October 25, 2017, Genexosome entered into and closed an Asset Purchase Agreement

Zhou, pursuant to which the Company acquired all assets, including all intellectual property and exosome separation systems,

Zhou pertaining to the business of researching, developing and commercializing exosome technologies.

In consideration of the

assets, Genexosome paid Dr.

Zhou $876,087 in cash, transferred 500,000 shares of common stock of the Company to Dr.

Zhou and issued Dr.

Zhou 400 shares of common stock of Genexosome.

Further, The Company had not been able to realize

the financial projections provided by Dr.

Zhou at the time of the acquisition and has decided to impair the intangible asset associated

with this acquisition to zero.

Zhou was terminated as Co-CEO of Genexosome on August 14, 2019.

Further, on October 28, 2019, Research

Institute at Nationwide Children’s Hospital (“Research Institute”) filed a Complaint in the United States District

Court for the Southern District of Ohio Eastern Division against Dr.

Zhou, Li Chen, the Company and Genexosome with various claims against

the Company and Genexosome including misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation

of Ohio Uniform Trade Secrets Act.

Research Institute is seeking monetary damages, injunctive relief, exemplary damages, injunctive relief

and other equitable relief.

The Company intends to vigorously defend against this action and pursue all available legal remedies.

civil case against Avalon is stayed pending resolution of the criminal proceedings against Dr.

Zhou and Li Chen, and while there can

be no assurances, the Company believes it has substantial legal and factual defenses to the Research Institute’s claims and the

likelihood of any findings of liability for the Company cannot be assessed at this time.

Further, The Company had not been able to realize the financial projections provided by

Zhou at the time of the acquisition and has decided to impair the intangible asset associated with this acquisition to zero.

was terminated as Co-CEO of Genexosome on August 14, 2019.

Further, on October 28, 2019, Research Institute at Nationwide Children’s

Hospital (“Research Institute”) filed a Complaint in the United States District Court for the Southern District of Ohio Eastern

Division against Dr.

Zhou, Li Chen, the Company and Genexosome with various claims against the Company and Genexosome including misappropriation

of trade secrets in violation of the Defend Trade Secrets Act of 2016 and violation of Ohio Uniform Trade Secrets Act.

Research Institute

is seeking monetary damages, injunctive relief, exemplary damages, injunctive relief and other equitable relief.

The Company intends to

vigorously defend against this action and pursue all available legal remedies.

The criminal proceedings against Dr.

Zhou and Li Chen have

been concluded and the civil litigation continue.

While there can be no assurances, the Company believes it has substantial legal and

factual defenses to the Research Institute’s claims and the likelihood of any findings of liability for the Company cannot be assessed

at this time.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings