RenovaCare (RCAR) 10-K 28 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 27, 2017	Jun. 29, 2016
Document And Entity Information
Entity Registrant Name	Renovacare, Inc.
Entity Central Index Key	1,016,708
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 33,305,880
Entity Common Stock, Shares Outstanding		74,650,675
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 418,031	$ 397,589
Prepaid expenses	31,535	10,293
Total current assets	449,566	407,882
Equipment, net of accumulated depreciation of $53 for 2016	898
Intangible Assets	152,854	152,854
Total assets	603,318	560,736
Current liabilities
Accounts payable		71,563
Accounts payable - related parties	33,290	30,095
Contract and contribution payable	150,000	134,125
Interest payable to related party	15,220
Convertible promissory notes payable to related party, net of discount of $534,519 for 2016	165,481
Total current liabilities	363,991	235,783
Contract and contribution payable, less current portion		100,000
Total liabilities	363,991	335,783
Stockholders' equity
Preferred stock: $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding
Common stock: $0.00001 par value; 500,000,000 shares authorized, 70,069,693 and 67,781,934 shares issued and outstanding at December 31, 2016 and 2015, respectively	702	678
Additional paid-in capital	11,290,209	9,197,970
Retained deficit	(11,051,584)	(8,973,695)
Total stockholders' equity	239,327	224,953
Total liabilities and stockholders' equity	$ 603,318	$ 560,736

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Consolidated Balance Sheets Parenthetical
Accumulated depreciation	$ 53
Current liabilities
Net of discount on related party	$ 534,519
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	10,000,000	10,000,000
Preferred stock, shares Issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, Authorized	500,000,000	500,000,000
Common stock, shares Issued	70,069,693	67,781,934
Common stock, shares outstanding	70,069,693	67,781,934

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Consolidated Statements Of Operations
Revenue
Operating expense
Research and development	309,503	281,218
General and administrative	1,588,719	1,037,289
Total operating expenses	1,898,222	1,318,507
Loss from operations	(1,898,222)	(1,318,507)
Other income (expense)
Interest income	1,034
Interest expense	(15,220)
Accretion of debt discount	(165,481)
Total other income (expense)	(179,667)
Net loss	$ (2,077,889)	$ (1,318,507)
Basic and Diluted Loss per Common Share	$ (0.03)	$ (0.02)
Weighted average number of common shares outstanding - basic and diluted	69,772,485	67,233,254

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Retained Deficit	Total
Beginning Balance, Shares at Dec. 31, 2014	66,575,122
Beginning Balance, Amount at Dec. 31, 2014	$ 666	$ 8,128,860	$ (7,655,188)	$ 474,338
Issuance of common stock plus warrants,Shares	1,010,000
Issuance of common stock plus warrants, Amount	$ 10	1,009,990		1,010,000
Issuance of common stock from the exercise of warrants,Shares	196,812
Issuance of common stock from the exercise of warrants, Amount	$ 2	(2)
Stock based compensation due to common stock purchase options		59,122		59,122
Net loss			(1,318,507)	(1,318,507)
Ending Balance, Shares at Dec. 31, 2015	67,781,934
Ending Balance, Amount at Dec. 31, 2015	$ 678	9,197,970	(8,973,695)	224,953
Issuance of common stock from the exercise of warrants,Shares	2,273,913
Issuance of common stock from the exercise of warrants, Amount	$ 24	1,109,977		1,110,001
Issuance of common stock from the exercise ofstock options,Shares	13,846
Issuance of common stock from the exercise of stock options, Amount
Stock based compensation due to common stock purchase options		296,123		296,123
Reversal of stock based compensation due to forfeiture of stock options		(13,861)		(13,861)
Discount on convertible promissory note due to detachable warrants		340,735		340,735
Discount on convertible promissory note due to beneficial conversion feature		359,265		359,265
Net loss			(2,077,889)	(2,077,889)
Ending Balance, Shares at Dec. 31, 2016	70,069,693
Ending Balance, Amount at Dec. 31, 2016	$ 702	$ 11,290,209	$ (11,051,584)	$ 239,327

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net loss	$ (2,077,889)	$ (1,318,507)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	53
Impairment loss		10,000
Stock based compensation expense	282,262	59,122
Accretion of debt discount	165,481
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	(21,242)	(2,845)
Increase (decrease) in accounts payable	(71,563)	65,381
Increase (decrease) in related party payable	3,195	22,840
Increase (decrease) in interest payable to related party	15,220
Increase (decrease) in contract and contributions payable	(84,125)	(131,500)
Net cash used in operating activities	(1,788,608)	(1,295,509)
Cash flows from investing activity
Purchase of equipment	(951)
Net cash flows from investing activity	(951)
Cash flows from financing activities
Proceeds from exercise of warrants and issuance of common stock	1,110,001	1,010,000
Proceeds from the issuance of convertible promissory note	700,000
Net cash provided by financing activities	1,810,001	1,010,000
Increase in cash and cash equivalents	20,442	(285,509)
Cash and cash equivalents at beginning of year	397,589	683,098
Cash and cash equivalents at end of year	418,031	397,589
Supplemental disclosure of cash flow information:
Interest paid in cash
Income taxes paid in cash
Supplemental disclosure of non-cash transactions:
Debt discount recorded for value of warrants issued	340,735
Debt discount recorded for beneficial conversion feature	$ 359,265

Organization, Nature and Contin

Organization, Nature and Continuance of Operations	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 1. Organization, Nature and Continuance of Operations	RenovaCare, Inc., together with its wholly owned subsidiary (the "Company"), focuses on the acquisition, research, development and, if warranted, commercialization of autologous (using a patient's own cells) cellular therapies that can be used for medical and aesthetic applications. On July 12, 2013, the Company, through its wholly owned subsidiary, RenovaCare Sciences Corp. (“RenovaCare Sciences”), completed the acquisition of its flagship technologies (collectively, the “CellMist TM TM TM TM The Company has recently incurred net operating losses and operating cash flow deficits. As of December 31, 2016, the Company’s accumulated deficit is $11,051,584. The Company does not currently generate revenues and will continue to incur losses from operations and operating cash flow deficits in the future. Subsequent to December 31, 2016, the Company received $445,000 upon the sale of three convertible promissory notes. Management believes that the Company's cash and cash equivalent balances and other external sources of capital will be sufficient to meet the Company's cash requirements through June 2017. The Company's activities are subject to significant risks and uncertainties due to the stage of the development of the Company's cellular therapies. The future of the Company after June 2017 will depend on its ability to successfully raise capital from external sources to fund operations. If the Company is unable to obtain adequate funds, or if such funds are not available to it on acceptable terms, the Company's ability to continue its business to develop its cellular therapies will be significantly impaired and it may cause the Company to curtail operations. The matters described above raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these consolidated financial statements were issued. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 2. Significant Accounting Policies	Principles of Consolidation These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences. All significant intercompany transactions and balances have been eliminated. RenovaCare Sciences was incorporated under the laws of the State of Nevada on June 12, 2013. Applicable Accounting Guidance Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company does not expect adoption of ASU 2016-09 to have a material impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 will currently have no impact on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company has determined that the adoption of ASU 2015-17 will currently have no impact on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company has determined that the adoption of ASU 2014-09 will currently have no impact on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements. Accounting Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits. Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable, and contract and contribution payable, approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s note payable and accrued interest due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Research and Development Costs The Company intends to outsource its research and development efforts and expense related costs as incurred, including the cost of manufacturing product for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired will be capitalized as it relates to particular research and development projects that may have alternative future uses. Equipment Equipment is carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Office equipment 3-5 years Furniture & equipment 5-7 years Intangible Assets The Company’s intangible asset consists primarily of the CellMist TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the CellMist TM Stock Options The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk free interest rates. The Company’s policy is to issue new shares upon exercise of options. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (2,077,889 ) $ (1,318,507 ) Denominator: Weighted average number of common shares outstanding 69,772,485 67,233,254 Basic and diluted EPS $ (0.03 ) $ (0.02 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 385,000 257,500 Warrants 7,280,503 8,970,000 Convertible debt 464,428 - Total shares not included in the computation of diluted losses per share 8,129,931 9,227,500 Related Party Transactions A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 9. Related Party Transactions,” for further discussion.

Assets - Intellectual Property

Assets - Intellectual Property	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 3. Assets - Intellectual Property	On July 12, 2013, the Company, together with its wholly owned subsidiary, RenovaCare Sciences, entered into an asset purchase agreement (“APA”) with Dr. Jörg Gerlach, MD, PhD, pursuant to which RenovaCare Sciences purchased all of Dr. Gerlach’s rights, title and interest in the CellMist TM

Contract and Contribution Payab

Contract and Contribution Payable	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 4. Contract and Contribution Payable	On May 1, 2015, the Company entered into an option agreement (the “Option Agreement”) with Dr. Gerlach, pursuant to which the Company obtained a one-year exclusive option to evaluate a wound cap technology (the “Technology”). Pursuant to the terms of the Option Agreement, the Company paid Dr. Gerlach a non-refundable fee of $24,000 in four quarterly installments of $6,000, with the first installment paid in May 2015 and the final payment made during the three months ended March 31, 2016. On September 25, 2014, the Company entered into a Charitable Grant Agreement with the University of Pittsburgh (the "University"), pursuant to which the Company committed to provide a charitable donation to the University in the aggregate amount of $75,000 (the "Grant"). The Company paid the Grant in eight quarterly installments of $9,375, with the first payment made in October 2014 and the final payment made in July 2016. Dr. Gerlach, from whom the Company purchased the CellMist™ System, is a professor at the University. On June 9, 2014, the Company, together with its wholly owned subsidiary, RenovaCare Sciences, entered into an amended asset purchase agreement (the “Amended APA”) with Dr. Jörg Gerlach, MD, PhD, pursuant to which RenovaCare Sciences purchased all of Dr. Gerlach's rights, title and interest in the CellMist™ System. The Amended APA provided for cash payments of $300,000 as partial consideration for the purchase which are payable as follows: (a) $100,000 on December 31, 2014; (b) $50,000 on December 31, 2015; (c) $50,000 on December 31, 2016; and (d) $100,000 on December 31, 2017. At December 31, 2016, $150,000 of the amount payable to Dr. Gerlach was recorded as current liabilities in the accompanying consolidated balance sheet. Below is a summary of contract and contribution payable at December 31, 2016 and 2015: 2016 2015 Contribution payable to the University of Pittsburgh, in quarterly installments of $9,375, through July 2016 $ - $ 28,125 Contract payable to Dr. Jorg Gerlach in connection with the APA. $50,000 was due on December 31, 2016 and $100,000 is due on December 31, 2017 150,000 200,000 Contract for option agreement purchase - 6,000 Total 150,000 234,125 Less: current portion (150,000 ) (134,125 ) Long-term portion $ - $ 100,000 See also “Note 9. Related Party Transactions.”

Debt

Debt	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 5. Debt	On September 9, 2016, the Company entered into a loan agreement (the “Loan Agreement”) with Kalen Capital Corporation (“KCC”); KCC is wholly owned by Mr. Harmel S. Rayat, the Company's majority shareholder. Pursuant to the terms of the Loan Agreement, KCC agreed to loan the Company up to $900,000 at an annual interest rate of 7% per year, compounded quarterly. KCC provided the Company with an initial loan in the amount of $700,000, which was evidenced by a convertible promissory note (the “Note”); the remaining $200,000 may be loaned prior to December 31, 2017, upon the mutual agreement of the Company and KCC. The Note, including any interest due thereon, may be prepaid at any time without penalty. The Note matures on December 31, 2017, and, beginning on the first anniversary of the Note, can be converted, at KCC’s sole discretion, into shares of the Company’s common stock at conversion rate equal to the lesser of: (i) $1.54, or the closing price of the Company’s common stock on the day prior to the issuance of the Note or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to convert the Note. Per the Loan Agreement, the Company issued KCC a Series E Stock Purchase Warrant (the “Series E Warrant”) to purchase up to 584,416 shares of the Company’s common stock at a purchase price of the lesser of: (i) $1.54, the closing price of the Company’s common stock on the day prior to issuance of the Series E Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to exercise the Series E Warrant. The Series E Warrant is exercisable for a period of five years from the date of issuance and may be exercised on a cashless basis. The Loan Agreement provides KCC with registration rights for all of the shares issuable upon conversion of the Note, including conversion of the note issued for the remaining $200,000, if applicable, and exercise of the Series E Warrant, beginning on the first anniversary of the Loan Agreement. The Company calculated the debt discount related to the Note and Series E Warrant by first allocating the respective fair value of the Note and Series E Warrant based upon their relative fair values to the total Note proceeds. The fair value of the Series E Warrant issued with the Note was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $1.25 per share; market price of common stock - $1.54 per share; estimated volatility – 92.3%; risk free interest rate - 1.23%; expected dividend rate - 0% and expected life - 5.0 years. The resulting fair value of $340,735 was allocated to the Series E Warrant. The intrinsic value of the beneficial conversion feature amounted to $359,265. The resulting $700,000 discount to the Note is being accreted over the 1.25 year term of the Note. During the year ended December 31, 2016, the Company recognized $15,220 of interest expense and $165,481 of accretion related to the debt discount. The remaining debt discount of $534,519 will be amortized over the next four quarters through December 31, 2017.

Common Stock and Warrants

Common Stock and Warrants	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 6. Common Stock and Warrants	Common Stock At December 31, 2016, the Company had 500,000,000 authorized shares of common stock with a par value of $0.00001 per share, 70,069,693 shares of common stock outstanding and 19,595,000 shares reserved for issuance under the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”) as adopted and approved by the Company’s Board of Directors (the “Board”) on June 20, 2013 that provides for the grant of stock options to employees, directors, officers and consultants (See “Note 7. Stock Options”). During the year ended December 31, 2016, the Company had the following common stock related transactions: · issued 100,000 shares of common stock, upon the exercise of a Series D Warrant at an exercise price of $1.10 per share resulting in $110,001 of proceeds to the Company. · issued 2,173,913 shares of common stock to KCC on February 2, 2016, upon the exercise of a portion of its Series B Warrant at an exercise price of $0.46 per share resulting in $1,000,000 of proceeds to the Company. · issued 13,846 shares of common stock upon the cashless exercise of an option to purchase 20,000 shares by Joseph Sierchio, a director. During the year ended December 31, 2015, the Company had the following common stock related transactions: · issued 196,812 shares of common stock upon the cashless exercise of a Series A Warrant to purchase up to 240,000 shares by Dr. Gerlach. · issued 1,010,000 shares of common stock On June 5, 2015, pursuant to a private placement with five investors for the purchase and sale of an aggregate of 1,010,000 units of equity securities (the “Units”) at a price of $1.00 per Unit for total gross proceeds of $1,010,000. Each Unit consisted of one share of common stock and one Series D Stock Purchase Warrant allowing the holder to purchase one share of the Company’s common stock at a price of $1.10 per share for a period of five years; the Series D Warrants contain a provision allowing the holder to exercise the Series D Warrant on a cashless basis as further set forth therein. Warrants The following table summarizes information about warrants outstanding at December 31, 2016 and 2015: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted December 31, Average Description 2016 2015 Exercise Price Expiration Series A 960,000 960,000 $ 0.35 July 12, 2019 Series B 1,326,087 3,500,000 $ 0.46 November 29, 2018 Series C 3,500,000 3,500,000 $ 0.49 November 29, 2018 Series D 910,000 1,010,000 $ 1.10 June 5, 2020 Series E 584,416 - $ 1.13 September 8, 2021 Total 7,280,503 8,970,000 As consideration for the CellMist TM A Series B Warrant with an exercise price of $0.46 to purchase 3,500,000 shares of common stock was issued on November 29, 2013 to KCC in connection with the 11/29 Financing. On February 2, 2016, KCC exercised a portion of its Series B Warrant for 2,173,913 shares of the Company’s common stock resulting in proceeds of $1,000,000. A Series C Warrant with an exercise price of $0.49, to purchase 3,500,000 shares of common stock was issued on November 29, 2013 to KCC in connection with a financing. A Series D Warrant, with an exercise price of $1.10, to purchase 1,010,000 shares of common stock was issued on June 5, 2015 in connection with the sale of units pursuant to a private placement. On December 6, 2016, 100,000 Series D Warrants were exercised resulting in the Company receiving $110,000 of proceeds. A Series E Warrant to purchase 584,416 shares of common stock was issued on September 9, 2016 in connection with the Loan Agreement. The Series E Warrant has an exercise price of the lesser of: (i) $1.54, the closing price of the Company’s common stock as quoted on the OTCQB on the day prior to issuance of the Warrant; or (ii) a twenty percent (20%) discount to the average closing price of the Company’s common stock as quoted on the OTCQB for the five days prior to the date on which KCC elects to exercise the Warrant. The Warrant is exercisable for a period of five years from the date of issuance and may be exercised on a cashless basis using the formula contained therein.

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 7. Stock Options	On June 20, 2013, the Company’s Board adopted the 2013 Long-Term Incentive Plan and on November 15, 2013, a stockholder owning a majority of the Company’s issued and outstanding stock approved adoption to the 2013 Plan. Pursuant to the terms of the 2013 Plan, an aggregate of 20,000,000 shares of the Company’s common stock are reserved for issuance to the Company’s officers, directors, employees and consultants in order to attract and hire key technical personnel and management. Options granted to employees under the 2013 Plan, including directors and officers who are employees, may be incentive stock options or non-qualified stock options; options granted to others under the 2013 Plan are limited to non-qualified stock options. As of December 31, 2016, there were 19,595,000 shares available for grant. The 2013 Plan is administered by the Board or a committee designated by the Board. Subject to the provisions of the 2013 Plan, the Board has the authority to determine the officers, employees and consultants to whom options will be granted, the number of shares covered by each option, vesting rights and the terms and conditions of each option that is granted to them; however, no person may be granted in any of the Company's fiscal year, options to purchase more than 2,000,000 shares under the 2013 Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant. The exercise price per share of common stock for options granted under the 2013 Plan will be the fair market value of the Company's common stock on the date of grant, using the closing price of the Company's common stock on the last trading day prior to the date of grant, except for incentive stock options granted to a holder of ten percent or more of the Company's common stock, for whom the exercise price per share will not be less than 110% of the fair market value. No option can be granted under the 2013 Plan after June 20, 2023. Stock Option Activity The following table summarizes stock option activity for the period ended December 31, 2016: Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2014 185,000 0.83 Grants 80,000 1.54 Forfeitures (7,500 ) 1.43 Outstanding at December 31, 2015 257,500 1.07 Grants 187,500 1.92 Forfeitures (40,000 ) 1.65 Exercises (20,000 ) 0.80 Outstanding at December 31, 2016 385,000 1.42 8.30 years 277,625 Exercisable at December 31, 2016 347,500 1.44 8.36 years 244,925 Available for grant at December 31, 2016 19,595,000 The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. There were 187,500 stock options granted during the year ended December 31, 2016 with a weighted-average grant date fair value of $1.41. There were 80,000 stock options granted during the year ended December 31, 2015 with a weighted-average grant date fair value of $1.18. There were 20,000 options exercised on a cashless basis during the year ended December 31, 2016, with an aggregate intrinsic value of $36,000. There were no stock options exercised during the year ended December 31, 2015. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company's historical experience. The risk-free interest rate is based on a U.S. treasury note with maturity similar to the option award's expected life. The expected life represents the average period of time that options granted are expected to be outstanding. The assumptions for volatility, expected life, dividend yield and risk-free interest rate for options granted are presented in the table below: 2016 2015 Risk-free interest rate 1.23%-1.41% 1.49%-1.70% Expected life in years 5.5 5.0 Weighted Avg. Expected Volatility 92% 88.4–105.3% Expected dividend yield 0 0 The fair value of the Company’s stock options is expensed ratably over their respective vesting periods. During the years ended December 31, 2016 and 2015, the Company recognized $282,262 and $59,122, respectively, in share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time Stock-based compensation expense is recognized as general and administrative expenses. As of December 31, 2016, the Company had $8,404 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 2.25 years. The following table summarizes information about stock options outstanding and exercisable at December 31, 2016: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 0.65 40,000 7.01 $ 0.65 40,000 7.01 $ 0.65 0.75 40,000 6.92 0.75 40,000 6.92 0.75 0.80 30,000 7.62 0.80 30,000 7.62 0.80 1.05 55,000 7.25 1.05 25,000 7.25 1.05 1.25 7,500 8.46 1.25 7,500 8.46 1.25 1.34 7,500 8.50 1.34 7,500 8.50 1.34 1.65 10,000 8.84 1.65 10,000 8.84 1.65 1.70 7,500 8.79 1.70 7,500 8.79 1.70 1.91 180,000 9.21 1.91 180,000 9.21 1.91 2.28 7,500 9.56 2.28 - 9.56 2.28 Total 385,000 8.30 $ 1.42 347,500 8.36 $ 1.44

Commitments

Commitments	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 8. Commitments	Effective March 1, 2015, the Company entered into a lease agreement (the “Lease”) in the Pittsburgh Life Sciences Greenhouse at a monthly rate of $750. The Company has the option to terminate the Lease on the twelve month anniversary of the commencement date, upon one hundred and twenty days’ prior written notice. The Lease was renewed effective March 1, 2016 at a monthly rate of $800. Rent expense for the years ended December 31, 2016 and 2015 was $9,500 and $9,000, respectively. On August 1, 2013, the Company and Vector Asset Management, Inc. (“Vector”) entered into a Consulting Agreement whereby Vector will assist the Company with identifying subject matter experts in the medical device and biotechnology industries and to assist the Company with its ongoing research, development and eventual commercialization of its Regeneration Technology (collectively, the “Services”). On May 1, 2016, Vector and the Company entered into an amendment to the consulting agreement. Pursuant to the amendment, the term of the agreement terminates only upon written notice, and the monthly consulting fee, in consideration of the Services, was increased to $6,800 from $5,000. No other changes were made to the agreement. In connection with the Company’s anticipated regulatory filings, the Company has engaged StemCell Systems GmbH (“StemCell Systems”) to provide it with prototypes and related documents. Pursuant to this engagement the Company incurred expenses of $184,517 and $194,336 in during the years ended December 31, 2016 and 2015, respectively. Dr. Gerlach, from whom the Company purchased the CellMist TM See also “Note 9. Related Party Transactions.”

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 9. Related Party Transactions	As compensation for their service on the Board, Dr. Kirkland and Mr. Sierchio will receive an annual retainer of $6,000, payable in equal yearly installments in arrears and prorated for any partial years of service. Additionally, on March 15, 2016, the Company granted to each of Dr. Kirkland and Mr. Sierchio an incentive stock option to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $1.91 per share, the closing price of the Company’s common stock on the day prior to the grant. The options became fully vested upon grant and may be exercised on a “cashless basis” using the formula contained therein. The law firm of Sierchio & Partners, LLP, of which Joseph Sierchio, one of the Company’s directors, was a principal, has provided counsel to the Company since August 26, 2010. Beginning in September 2016, Mr. Sierchio became a partner at Satterlee Stephens LLP (“Satterlee”). Concurrently with Mr. Sierchio’s move to Satterlee, the Company engaged wih Satterlee to provide legal counsel with Mr. Sierchio maintaining his role as the Company’s primary attorney. During the years ended December 31, 2016 and 2015, the Company recognized $168,775 and $101,700 of fees for legal services billed by firms associated with Mr. Sierchio. Included in accounts payable, at December 31, 2016, is $11,750 owed to Satterlee and at December 31, 2015, is $8,322 owed Sierchio & Partners, LLP. Mr. Sierchio continues his role with the Company as a director. In connection with the Company’s anticipated FDA and other regulatory filings, the Company engaged StemCell Systems to provide it with prototypes and related documents. Pursuant to this engagement the Company incurred expenses of $184,517 and $194,336 during the years ended December 31, 2016 and 2015, respectively. Dr. Gerlach, from whom the Company purchased the CellMist TM On September 25, 2014, the Company entered into a Charitable Grant Agreement with the University, pursuant to which the Company committed to provide a charitable donation to the University in the aggregate amount of $75,000. The Company paid the Grant in eight quarterly installments of $9,375, with the final payment made on July 22, 2016. Dr. Gerlach, from whom the Company purchased the CellMist TM Dr. Gerlach is entitled to payments for consulting services. During the years ended December 31, 2016 and 2015, the Company recognized expenses related to Dr. Gerlach services of $42,480 and $36,720, respectively. On May 1, 2015, the Company entered into the Option Agreement with Dr. Gerlach, pursuant to which the Company obtained a one-year exclusive option to evaluate the Technology, for the purpose of determining whether the Company would like to purchase or license the Technology. Pursuant to the terms of the Option Agreement, the Company paid Dr. Gerlach a non-refundable fee of $24,000, payable in four quarterly installments of $6,000, with the first installment due on May 1, 2015. The entire $24,000 option payment was recognized as research and development expense during the period ended December 31, 2015. The final $6,000 payment was made on February 1, 2016. On September 9, 2016, the Company entered into a loan agreement with KCC. Pursuant to the terms of the Loan Agreement, KCC agreed to loan the Company up to $900,000 at an annual interest rate of 7% per year, compounded quarterly. KCC provided the Company with an initial loan in the amount of $700,000, which was evidenced by the Note; the remaining $200,000 may be loaned prior to December 31, 2017, upon the mutual agreement of the Company and KCC. The Note, including any interest due thereon, may be prepaid at any time without penalty. The Note matures on December 31, 2017, and, beginning on the first anniversary of the Note, can be converted, at KCC’s sole discretion, into shares of the Company’s common stock at conversion rate equal to the lesser of: (i) $1.54, or the closing price of the Company’s common stock on the day prior to the issuance of the Note or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to convert the Note, subject to a floor price of $1.23. Per the Loan Agreement, the Company issued KCC a Series E Warrant to purchase up to 584,416 shares of the Company’s common stock at a purchase price of the lesser of: (i) $1.54, the closing price of the Company’s common stock on the day prior to issuance of the Series E Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to exercise the Series E Warrant. The Series E Warrant is exercisable for a period of five years from the date of issuance and may be exercised on a cashless basis. On February 2, 2016, KCC exercised a portion of its Series B Warrant for 2,173,913 shares of the Company’s common stock at an exercise price of $0.46 per share resulting in proceeds of $1,000,000.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 10. Income Taxes	Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. There is no current or deferred tax expense for 2016 and 2015, due to the Company’s loss position. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes and has recorded a full valuation allowance against the deferred tax asset. The income tax effect, utilizing a 34% income tax rate, of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2016 2015 Deferred tax assets: Net operating loss and contribution carryforwards $ 3,217,000 $ 2,646,000 Intangible asset 158,000 84,000 Capital loss carryforward 236,000 - Stock-based compensation 139,000 46,000 3,750,000 2,776,000 Valuation allowance (3,750,000 ) (2,776,000 ) Net deferred tax assets $ - $ - The 2016 increase in the valuation allowance was $974,000 (2015: $154,000). The Company has available net operating loss and contribution carryforwards of approximately $9,302,000 for tax purposes to offset future taxable income which expire commencing 2018 through to the year 2036. The capital loss carryforward expires during 2018. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2014 through 2016 remain open to examination by federal agencies and other jurisdictions in which it operates. A reconciliation between the statutory federal income tax rate (34%) and the effective rate of income tax expense for the years ended December 31 follows: 2016 2015 Statutory federal income tax rate 34 % 34 % Permanent differences and other 13 % (22 )% Valuation allowance (47 )% (12 )% 0 % 0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Note 11. Subsequent Events	On January 10, 2017, Dr. Gerlach exercised a Series A Warrant to purchase up to 240,000 shares, on a cashless basis, resulting in the issuance of 204,571 shares of common stock. On February 2, 2017, Kenneth Kirkland, a member of the Company’s board of directors, exercised options to purchase up to 40,000 shares, on a cashless basis, resulting in the issuance of 29,642 shares of common stock. On February 10, 2017, Joseph Sierchio, a member of the Company’s board of directors, exercised options to purchase up to 70,000 shares, on a cashless basis, resulting in the issuance of 38,642 shares of common stock. On February 17, 2017, Thomas Bold, the Company’s President, CEO and Interim Chief Financial Officer exercised options to purchase up to 40,000 shares, on a cashless basis, resulting in the issuance of 34,296 shares of common stock. On February 23, 2017, the Company entered into two separate loan agreements containing identical terms (the “February 2017 Loan Agreements”) with Joseph Sierchio (“Sierchio”) and KCC (collectively, the “Holders”). Pursuant to the terms of the February 2017 Loan Agreements, Sierchio agreed to loan the Company $25,000 and KCC agreed to loan the Company $395,000 at an annual interest rate of 7% per year, compounded quarterly. Each loan was evidenced by a convertible promissory note (the “February 2017 Notes”). The February 2017 Notes, including any interest due thereon, may not be prepaid without the consent of the Holders. The February 2017 Notes mature on February 23, 2018, and, beginning on the one month anniversary, can be converted, at the Holders’ sole discretion, into shares of the Company’s common stock at conversion rate equal to the lesser of: (i) $3.45, the closing price of the Company’s common stock on the day prior to the issuance of the February 2017 Notes or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder(s) elect to convert the February 2017 Note(s), subject to a floor price of $2.76. Per the February 2017 Loan Agreement, the Company issued Sierchio and KCC a Series F Stock Purchase Warrant (the “Series F Warrant”) to purchase up to 7,246 shares and 114,193 shares, respectively, of the Company’s common stock at an exercise per share equal to the lesser of: (i) $3.45, the closing price of the Company’s common stock on the day prior to issuance of the Series F Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder elects to exercise their Series F Warrant. The Series F Warrant is exercisable for a period of five years from the date of issuance and may be exercised on a cashless basis. The February 2017 Loan Agreements provide the Holders with registration rights for all of the shares issuable upon conversion of the February 2017 Notes, including exercise of the Series F Warrants, beginning on the first anniversary of the February 2017 Loan Agreements. On March 1, 2017, KCC exercised a Series B Warrant to purchase up to 1,326,087 shares, on a cashless basis, resulting in the issuance of 1,181,194 shares of common stock. On March 1, 2017, KCC exercised a Series C Warrant to purchase up to 3,500,000 shares, on a cashless basis, resulting in the issuance of 3,092,637 shares of common stock. On March 9, 2017, the Company entered into a loan agreement with an investor (the “Investor”) on the same terms as the February 2017 Loan Agreements (the “March 2017 Loan Agreement”). Pursuant to the terms of the March 2017 Loan Agreement, the Investor agreed to loan the Company $25,000 at an annual interest rate of 7% per year, compounded quarterly. The loan was evidenced by a convertible promissory note (the “March 2017 Note”). The March 2017 Note, including any interest due thereon, may not be prepaid without the consent of the Investor. The March 2017 Note mature on February 23, 2018, and, beginning on the one month anniversary, can be converted, at the Investor’s sole discretion, into shares of the Company’s common stock at conversion rate equal to the lesser of: (i) $3.45, or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Investor elects to convert the March 2017 Note, subject to a floor price of $2.76. Per the March 2017 Loan Agreement, the Company issued the Investor a Series F Warrant to purchase up to 7,246 shares of the Company’s common stock at an exercise per share equal to the lesser of: (i) $3.45, or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Investor elects to exercise their Series F Warrant. The Series F Warrant is exercisable for a period of five years from the date of issuance and may be exercised on a cashless basis.

Significant Accounting Polici18

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies Policies
Principles of Consolidation	These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences. All significant intercompany transactions and balances have been eliminated. RenovaCare Sciences was incorporated under the laws of the State of Nevada on June 12, 2013.
Applicable Accounting Guidance	Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company does not expect adoption of ASU 2016-09 to have a material impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 will currently have no impact on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company has determined that the adoption of ASU 2015-17 will currently have no impact on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company has determined that the adoption of ASU 2014-09 will currently have no impact on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements.
Accounting Estimates	The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates.
Cash and Cash Equivalents	The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits.
Fair Value Measurement	The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.
Fair Value of Financial Instruments	The carrying value of cash and cash equivalents, accounts payable, and contract and contribution payable, approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s note payable and accrued interest due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Research and Development Costs	The Company intends to outsource its research and development efforts and expense related costs as incurred, including the cost of manufacturing product for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired will be capitalized as it relates to particular research and development projects that may have alternative future uses.
Equipment	Equipment is carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Office equipment 3-5 years Furniture & equipment 5-7 years
Intangible Assets	The Company’s intangible asset consists primarily of the CellMist TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the CellMist TM
Stock Options	The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk free interest rates. The Company’s policy is to issue new shares upon exercise of options.
Income Taxes	The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.
Earnings (Loss) Per Share	The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (2,077,889 ) $ (1,318,507 ) Denominator: Weighted average number of common shares outstanding 69,772,485 67,233,254 Basic and diluted EPS $ (0.03 ) $ (0.02 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 385,000 257,500 Warrants 7,280,503 8,970,000 Convertible debt 464,428 - Total shares not included in the computation of diluted losses per share 8,129,931 9,227,500
Related Party Transactions	A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 9. Related Party Transactions,” for further discussion.

Significant Accounting Polici19

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies Tables
Summary of computation of depreciation	Estimated Useful Lives Office equipment 3-5 years Furniture & equipment 5-7 years
Summary of computation of basic and diluted net loss per share	Years Ended December 31, 2016 2015 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (2,077,889 ) $ (1,318,507 ) Denominator: Weighted average number of common shares outstanding 69,772,485 67,233,254 Basic and diluted EPS $ (0.03 ) $ (0.02 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 385,000 257,500 Warrants 7,280,503 8,970,000 Convertible debt 464,428 - Total shares not included in the computation of diluted losses per share 8,129,931 9,227,500

Contract and Contribution Pay20

Contract and Contribution Payable (Tables)	12 Months Ended
	Dec. 31, 2016
Contract And Contribution Payable Tables
Summary of contract and contribution payable	2016 2015 Contribution payable to the University of Pittsburgh, in quarterly installments of $9,375, through July 2016 $ - $ 28,125 Contract payable to Dr. Jorg Gerlach in connection with the APA. $50,000 was due on December 31, 2016 and $100,000 is due on December 31, 2017 150,000 200,000 Contract for option agreement purchase - 6,000 Total 150,000 234,125 Less: current portion (150,000 ) (134,125 ) Long-term portion $ - $ 100,000

Common Stock and Warrants (Tabl

Common Stock and Warrants (Tables)	12 Months Ended
	Dec. 31, 2016
Common Stock And Warrants Tables
Summary of warrants outstanding	Shares of Common Stock Issuable from Warrants Outstanding as of Weighted December 31, Average Description 2016 2015 Exercise Price Expiration Series A 960,000 960,000 $ 0.35 July 12, 2019 Series B 1,326,087 3,500,000 $ 0.46 November 29, 2018 Series C 3,500,000 3,500,000 $ 0.49 November 29, 2018 Series D 910,000 1,010,000 $ 1.10 June 5, 2020 Series E 584,416 - $ 1.13 September 8, 2021 Total 7,280,503 8,970,000

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Dec. 31, 2016
Stock Options Tables
Summary of stock option activity	Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2014 185,000 0.83 Grants 80,000 1.54 Forfeitures (7,500 ) 1.43 Outstanding at December 31, 2015 257,500 1.07 Grants 187,500 1.92 Forfeitures (40,000 ) 1.65 Exercises (20,000 ) 0.80 Outstanding at December 31, 2016 385,000 1.42 8.30 years 277,625 Exercisable at December 31, 2016 347,500 1.44 8.36 years 244,925 Available for grant at December 31, 2016 19,595,000
Summary of assumption of stock option activity	2016 2015 Risk-free interest rate 1.23%-1.41% 1.49%-1.70% Expected life in years 5.5 5.0 Weighted Avg. Expected Volatility 92% 88.4–105.3% Expected dividend yield 0 0
Summary of stock options outstanding and exercisable	Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 0.65 40,000 7.01 $ 0.65 40,000 7.01 $ 0.65 0.75 40,000 6.92 0.75 40,000 6.92 0.75 0.80 30,000 7.62 0.80 30,000 7.62 0.80 1.05 55,000 7.25 1.05 25,000 7.25 1.05 1.25 7,500 8.46 1.25 7,500 8.46 1.25 1.34 7,500 8.50 1.34 7,500 8.50 1.34 1.65 10,000 8.84 1.65 10,000 8.84 1.65 1.70 7,500 8.79 1.70 7,500 8.79 1.70 1.91 180,000 9.21 1.91 180,000 9.21 1.91 2.28 7,500 9.56 2.28 - 9.56 2.28 Total 385,000 8.30 $ 1.42 347,500 8.36 $ 1.44

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes Tables
Schedule of deferred tax assets and liabilities	2016 2015 Deferred tax assets: Net operating loss and contribution carryforwards $ 3,217,000 $ 2,646,000 Intangible asset 158,000 84,000 Capital loss carryforward 236,000 - Stock-based compensation 139,000 46,000 3,750,000 2,776,000 Valuation allowance (3,750,000 ) (2,776,000 ) Net deferred tax assets $ - $ -
Reconciliation of the statutory federal income tax expense (benefit)	2016 2015 Statutory federal income tax rate 34 % 34 % Permanent differences and other 13 % (22 )% Valuation allowance (47 )% (12 )% 0 % 0 %

Organization, Nature and Cont24

Organization, Nature and Continuance of Operations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Organization Nature And Continuance Of Operations Details Narrative
Accumulated deficit	$ (11,051,584)	$ (8,973,695)
Convertible promissory notes	$ 445,000
Expire	March 3, 2035

Significant Accounting Polici25

Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2016
Office equipment [Member] | Minimum [Member]
Estimated Useful Lives	3 years
Office equipment [Member] | Maximum [Member]
Estimated Useful Lives	5 years
Furniture & equipment [Member] | Minimum [Member]
Estimated Useful Lives	5 years
Furniture & equipment [Member] | Maximum [Member]
Estimated Useful Lives	7 years

Significant Accounting Polici26

Significant Accounting Policies (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Numerator:
Loss available to common stockholders'	$ (2,077,889)	$ (1,318,507)
Denominator:
Weighted average number of common shares outstanding	69,772,485	67,233,254
Basic and diluted EPS	$ (0.03)	$ (0.02)
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	8,129,931	9,227,500
Stock options [Member]
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	385,000	257,500
Warrant [Member]
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	7,280,503	8,970,000
Convertible debt [Member]
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	464,428

Significant Accounting Polici27

Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Significant Accounting Policies Details Narrative
Impairment loss		$ 10,000

Assets _ Intellectual Property

Assets – Intellectual Property (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Assets Intellectual Property Details Narrative
Acquisition related costs	$ 52,852
Closing cash payment	100,002
Intangible Assets	$ 152,854	$ 152,854

Contract and Contribution Pay29

Contract and Contribution Payable (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Total	$ 150,000	$ 234,125
Less: current portion	(150,000)	(134,125)
Long-term portion		100,000
Contribution payable [Member]
Total		28,125
Contract payable [Member]
Total	150,000	200,000
Contract for option agreement [Member]
Total		$ 6,000

Contract and Contribution Pay30

Contract and Contribution Payable (Details Narrative) - USD ($)	May 01, 2015	Jun. 09, 2014	Sep. 25, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2014
Accounts payable					$ 71,563
Contract and contribution payable, less current portion					100,000
Amended APA provided for cash payments		$ 300,000
Purchase payable amount				50,000	50,000	$ 100,000	$ 100,000
Research and development expense				309,503	$ 281,218
Charitable Grant Agreement [Member]
Donation to the University			$ 75,000
Donation periodic payment			$ 9,375
Dr. Gerlach [Member]
Accounts payable				$ 150,000
Dr. Gerlach [Member] | Option agreement [Member]
Due to related party periodic payment	$ 6,000
Research and development expense	$ 24,000

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	Sep. 09, 2016	Dec. 31, 2016	Dec. 31, 2015
Interest expense		$ (15,220)
Accretion of debt discount		$ (165,481)
Common stock shares reserved under stock option plan		19,595,000
Exercise Price		$ 1.25
Market price of common stock		$ 1.54
Estimated volatility		92.30%
Risk free interest rate		1.23%
Expected dividend rate		0.00%
Expected life		5 years
Fair value		$ 340,735
Beneficial conversion intrinsic value		359,265
Debt discount		$ 700,000
Period for accretion of discount		1 year 3 months
KCC [Member] | Loan agreement [Member]
Convertible debt financing, Maximum amount	$ 900,000
Interest rate	7.00%
Convertible debt financing, Loan received	$ 700,000
Convertible debt financing, Remaining amount	$ 200,000
Debt instrument conversion feature	(i) $1.54, or the closing price of the Company’s common stock on the day prior to the issuance of the Note or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to convert the Note, subject to a floor price of $1.23
KCC [Member] | Loan agreement [Member] | Series E Warrant [Member]
Common stock shares reserved under stock option plan	584,416
Debt instrument conversion feature	(i) $1.54, the closing price of the Company’s common stock on the day prior to issuance of the Series E Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to exercise the Series E Warrant

Common Stock and Warrants (Deta

Common Stock and Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Jun. 05, 2015	Nov. 29, 2013
Series A [Member]
Shares of Common Stock Issuable from Warrants Outstanding	960,000	960,000
Weighted Average Exercise Price	$ 0.35
Expiration	Jul. 12, 2019
Series B [Member]
Shares of Common Stock Issuable from Warrants Outstanding	1,326,087	3,500,000
Weighted Average Exercise Price	$ 0.46			$ 0.46
Expiration	Nov. 29, 2018
Series C [Member]
Shares of Common Stock Issuable from Warrants Outstanding	3,500,000	3,500,000
Weighted Average Exercise Price	$ 0.49		$ 1.10	$ 0.49
Expiration	Nov. 29, 2018
Series D [Member]
Shares of Common Stock Issuable from Warrants Outstanding	910,000	1,010,000
Weighted Average Exercise Price	$ 1.10
Expiration	Jun. 5, 2020
Series E [Member]
Shares of Common Stock Issuable from Warrants Outstanding	584,416
Weighted Average Exercise Price	$ 1.13
Expiration	Sep. 8, 2021
Warrant [Member]
Shares of Common Stock Issuable from Warrants Outstanding	7,280,503	8,970,000

Common Stock and Warrants (De33

Common Stock and Warrants (Details Narrative) - USD ($)	Sep. 09, 2016	Dec. 31, 2016	Dec. 31, 2015	Jul. 12, 2018	Jul. 12, 2017	Dec. 06, 2016	Jul. 12, 2016	Feb. 02, 2016	Aug. 05, 2015	Jul. 12, 2015	Jun. 05, 2015	Jul. 12, 2014	Nov. 29, 2013
Common stock, par value		$ 0.00001	$ 0.00001
Common stock, Authorized		500,000,000	500,000,000
Common stock, shares Issued		70,069,693	67,781,934
Common stock, shares outstanding		70,069,693	67,781,934
Common stock shares reserved under stock option plan		19,595,000
Series B [Member]
Debt conversion converted insrtrument shares		2,173,913
Weighted Average Exercise Price		$ 0.46											$ 0.46
Common stock proceeds subscriptions		$ 0						$ 1,000,000
Common stock shares reserved under stock option plan								2,173,913					3,500,000
Series D [Member]
Debt conversion converted insrtrument shares		100,000
Weighted Average Exercise Price		$ 1.10
Common stock proceeds subscriptions		$ 110,001
Series D [Member] | On June 5, 2015 [Member]
Debt conversion converted insrtrument shares			1,010,000
Weighted Average Exercise Price			$ 1
Common stock proceeds subscriptions			$ 1,010,000
Purchase and sale an aggregate shares			1,010,000
Joseph Sierchio [Member]
Debt conversion converted insrtrument shares		13,846
Purchase number of shares		20,000
Series A [Member]
Weighted Average Exercise Price		$ 0.35
Series A [Member] | Dr. Gerlach [Member]
Common stock, shares Issued									196,812
Debt conversion converted insrtrument shares			196,812
Weighted Average Exercise Price		$ 0.35
Purchase number of shares			240,000						240,000
Common stock shares reserved under stock option plan		1,200,000
Warrant vest five equal installments				240,000	240,000		240,000			240,000		240,000
Series C [Member]
Weighted Average Exercise Price		$ 0.49									$ 1.10		$ 0.49
Common stock proceeds subscriptions						$ 110,000
Common stock shares reserved under stock option plan	584,416					100,000					1,010,000		3,500,000
Debt instrument conversion feature	(i) $1.54, the closing price of the Company’s common stock as quoted on the OTCQB on the day prior to issuance of the Warrant; or (ii) a twenty percent (20%) discount to the average closing price of the Company’s common stock as quoted on the OTCQB for the five days prior to the date on which KCC elects to exercise the Warrant.

Stock Options (Details)

Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of Options
Options outstanding - beginning balance	257,500	185,000
Options granted	187,500	80,000
Options forfeited	(40,000)	(7,500)
Options exercised	(20,000)
Options oustanding - ending balance	385,000	257,500
Options exercisable	347,500
Options available for grant	19,595,000
Weighted average exercise price
Options outstanding - beginning balance	$ 1.07	$ 0.83
Options granted	1.92	1.54
Options forfeited	1.65	1.43
Options exercised	0.80
Options outstanding - ending balance	1.42	$ 1.07
Options exercisable	$ 1.44
Weighted average remaining contracted term
Options outstanding - ending balance	8 years 3 months 18 days
Options exercisable	8 years 4 months 10 days
Aggregate intrinsic value
Options outstanding - ending balance	$ 277,625
Options exercisable	$ 244,925

Stock Options (Details 1)

Stock Options (Details 1)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Expected life in years	5 years 6 months	5 years
Weighted Avg. Expected Volatility	92.30%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Risk-free interest rate	1.23%	1.49%
Weighted Avg. Expected Volatility		88.40%
Maximum [Member]
Risk-free interest rate	1.41%	1.70%
Weighted Avg. Expected Volatility		105.30%

Stock Options (Details 2)

Stock Options (Details 2)	12 Months Ended
	Dec. 31, 2016$ / sharesshares
Number of Stock Options Outstanding | shares	385,000
Weighted Average Contractual Life (years)	8 years 3 months 18 days
Weighted Average Exercise Price	$ 1.42
Number of Stock Options Exercisable | shares	347,500
Weighted Average Remaining Contractual Life (Years)	8 years 4 months 10 days
Weighted Average Exercise Price	$ 1.44
Exercise Price Range One [Member]
Range of Exercise Prices	$ 0.65
Number of Stock Options Outstanding | shares	40,000
Weighted Average Contractual Life (years)	7 years 4 days
Weighted Average Exercise Price	$ 0.65
Number of Stock Options Exercisable | shares	40,000
Weighted Average Remaining Contractual Life (Years)	7 years 4 days
Weighted Average Exercise Price	$ 0.65
Exercise Price Range Two [Member]
Range of Exercise Prices	$ 0.75
Number of Stock Options Outstanding | shares	40,000
Weighted Average Contractual Life (years)	6 years 11 months 1 day
Weighted Average Exercise Price	$ 0.75
Number of Stock Options Exercisable | shares	40,000
Weighted Average Remaining Contractual Life (Years)	6 years 11 months 1 day
Weighted Average Exercise Price	$ 0.75
Exercise Price Range Three [Member]
Range of Exercise Prices	$ 0.80
Number of Stock Options Outstanding | shares	30,000
Weighted Average Contractual Life (years)	7 years 7 months 13 days
Weighted Average Exercise Price	$ 0.80
Number of Stock Options Exercisable | shares	30,000
Weighted Average Remaining Contractual Life (Years)	7 years 7 months 13 days
Weighted Average Exercise Price	$ 0.80
Exercise Price Range Four [Member]
Range of Exercise Prices	$ 1.05
Number of Stock Options Outstanding | shares	55,000
Weighted Average Contractual Life (years)	7 years 3 months
Weighted Average Exercise Price	$ 1.05
Number of Stock Options Exercisable | shares	25,000
Weighted Average Remaining Contractual Life (Years)	7 years 3 months
Weighted Average Exercise Price	$ 1.05
Exercise Price Range Five [Member]
Range of Exercise Prices	$ 1.25
Number of Stock Options Outstanding | shares	7,500
Weighted Average Contractual Life (years)	8 years 5 months 16 days
Weighted Average Exercise Price	$ 1.25
Number of Stock Options Exercisable | shares	7,500
Weighted Average Remaining Contractual Life (Years)	8 years 5 months 16 days
Weighted Average Exercise Price	$ 1.25
Exercise Price Range Six [Member]
Range of Exercise Prices	$ 1.34
Number of Stock Options Outstanding | shares	7,500
Weighted Average Contractual Life (years)	8 years 6 months
Weighted Average Exercise Price	$ 1.34
Number of Stock Options Exercisable | shares	7,500
Weighted Average Remaining Contractual Life (Years)	8 years 6 months
Weighted Average Exercise Price	$ 1.34
Exercise Price Range Seven [Member]
Range of Exercise Prices	$ 1.65
Number of Stock Options Outstanding | shares	10,000
Weighted Average Contractual Life (years)	8 years 10 months 2 days
Weighted Average Exercise Price	$ 1.65
Number of Stock Options Exercisable | shares	10,000
Weighted Average Remaining Contractual Life (Years)	8 years 10 months 2 days
Weighted Average Exercise Price	$ 1.65
Exercise Price Range Eight [Member]
Range of Exercise Prices	$ 1.70
Number of Stock Options Outstanding | shares	7,500
Weighted Average Contractual Life (years)	8 years 9 months 15 days
Weighted Average Exercise Price	$ 1.70
Number of Stock Options Exercisable | shares	7,500
Weighted Average Remaining Contractual Life (Years)	8 years 9 months 15 days
Weighted Average Exercise Price	$ 1.70
Exercise Price Range Nine [Member]
Range of Exercise Prices	$ 1.91
Number of Stock Options Outstanding | shares	180,000
Weighted Average Contractual Life (years)	9 years 2 months 16 days
Weighted Average Exercise Price	$ 1.91
Number of Stock Options Exercisable | shares	180,000
Weighted Average Remaining Contractual Life (Years)	9 years 2 months 16 days
Weighted Average Exercise Price	$ 1.91
Exercise Price Range Ten [Member]
Range of Exercise Prices	$ 2.28
Number of Stock Options Outstanding | shares	7,500
Weighted Average Contractual Life (years)	9 years 6 months 22 days
Weighted Average Exercise Price	$ 2.28
Number of Stock Options Exercisable | shares
Weighted Average Remaining Contractual Life (Years)	9 years 6 months 22 days
Weighted Average Exercise Price	$ 2.28

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Common shares reserved for issuance	19,595,000
Options granted	187,500	80,000
Weighted-average grant date fair value	$ 1.18
Options excercised	(20,000)
Aggregate intrinsic value	$ 36,000
Stock based compensation expense	282,262	$ 59,122
Unrecognized compensation cost	$ 8,404
Unrecognized compensation cost expected life	2 years 3 months
2013 Plan [Member]
Common shares reserved for issuance	20,000,000
Stock options grant description	however, no person may be granted in any of the Company's fiscal year, options to purchase more than 2,000,000 shares under the 2013 Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000.
Stock options incentive percentage description	ten percent or more
Excecise price per share limit	not be less than 110% of the fair market value
Option granted before date	Jun. 20, 2023

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Mar. 01, 2016	Mar. 01, 2015	Dec. 31, 2016	Dec. 31, 2015	May 01, 2016	Aug. 01, 2013
Pittsburgh Life Sciences Greenhouse [Member]
Monthly rent	$ 800	$ 750
Lease termination description		The Company has the option to terminate the Lease on the twelve month anniversary of the commencement date, upon one hundred and twenty days’ prior written notice
Rent expense			$ 9,500	$ 9,000
StemCell Systems [Member]
Incurred expenses			$ 184,517	$ 194,336
Consulting Agreement [Member]
Consulting fees in consideration of the services					$ 6,800	$ 5,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	Sep. 09, 2016USD ($)$ / sharesshares	Feb. 02, 2016USD ($)$ / sharesshares	May 01, 2015USD ($)Installment	Sep. 25, 2014USD ($)Number	Dec. 31, 2016USD ($)$ / sharesshares	Dec. 31, 2015USD ($)	Nov. 01, 2015USD ($)
Common stock shares reserved under stock option plan | shares					19,595,000
Accounts payable					$ 33,290	$ 30,095
Research and development expense					$ 309,503	281,218
Exercise Price | $ / shares					$ 1.42
Charitable Gift Agreement [Member]
Donation to the University							$ 83,000
Charitable Grant Agreement [Member]
Donation to the University				$ 75,000
Donation periodic payment				$ 9,375
Number of installments | Number				8
Dr. Gerlach [Member]
Compensation expense for services					$ 42,480	36,720
Joseph Sierchio [Member]
Annual retainer payable					$ 6,000
Common stock shares reserved under stock option plan | shares					50,000
Exercise price | $ / shares					$ 1.91
Legal fees					$ 168,775	101,700
Accounts payable						8,322
Kenneth Kirkland [Member]
Annual retainer payable					$ 6,000
Common stock shares reserved under stock option plan | shares					50,000
Exercise price | $ / shares					$ 1.91
Option agreement [Member] | Dr. Gerlach [Member]
Number of installments | Installment			4
Fees payable under agreement			$ 24,000
Due to related party periodic payment			6,000
Research and development expense			$ 24,000
KCC [Member] | Loan agreement [Member]
Convertible debt financing, Maximum amount	$ 900,000
Convertible debt financing, Loan received	700,000
Convertible debt financing, Remaining amount	$ 200,000
Interest rate	7.00%
Maturity date	Dec. 31, 2017
Debt instrument conversion feature	(i) $1.54, or the closing price of the Company’s common stock on the day prior to the issuance of the Note or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to convert the Note, subject to a floor price of $1.23
Debt instrument floor price | $ / shares	$ 1.23
KCC [Member] | Series B Warrant [Member]
Debt conversion converted instrument shares issued | shares		2,173,913
Exercise Price | $ / shares		$ 0.46
Proceeds from issuance of common stock		$ 1,000,000
KCC [Member] | Series E Warrant [Member] | Loan agreement [Member]
Common stock shares reserved under stock option plan | shares	584,416
Debt instrument conversion feature	(i) $1.54, the closing price of the Company’s common stock on the day prior to issuance of the Series E Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to exercise the Series E Warrant
Warrant expiration period	5 years
StemCell Systems [Member]
Incurred expenses					$ 184,517	$ 194,336
Satterlee Stephens LLP [Member]
Accounts payable					$ 11,750

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Net operating loss carryforwards	$ 3,217,000	$ 2,646,000
Intangible asset	158,000	84,000
Capital loss carryforward	236,000
Stock-based compensation	139,000	46,000
Deferred tax assets gross	3,750,000	2,776,000
Valuation allowance	(3,750,000)	(2,776,000)
Net deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details 1
Statutory federal income tax rate	34.00%	34.00%
Permanent differences and other	13.00%	(22.00%)
Valuation allowance	(47.00%)	(12.00%)
Income tax provision (benefit)	0.00%	0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details Narrative
Statutory federal income tax rate	34.00%	34.00%
Increase in the valuation allowance	$ 974,000	$ 154,000
Net operating loss and contribution carryforwards	$ 9,302,000
Net operating loss and contribution carryforwards expiry	2018 through to the year 2036
Capital loss carryforward expiration period	During 2,018

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)

Mar. 09, 2017USD ($)$ / sharesshares

Mar. 09, 2017USD ($)$ / sharesshares

Mar. 01, 2017shares

Feb. 10, 2017shares

Feb. 02, 2017shares

Jan. 10, 2017shares

Feb. 02, 2016shares

Feb. 23, 2017USD ($)$ / sharesshares

Feb. 17, 2017shares

Mar. 23, 2017Number

Mar. 02, 2017shares

Dec. 31, 2016shares

Common stock shares reserved for future issuance upon conversion of debt

19,595,000

Series B Warrant [Member] | KCC [Member]

Common stock shares issued upon conversion of debt

2,173,913

Kenneth Kirkland [Member]

Common stock shares reserved for future issuance upon conversion of debt

50,000

Subsequent Event [Member] | Equity Option [Member]

Common stock shares reserved for future issuance upon conversion of debt

40,000

Common stock shares issued upon conversion of debt

34,296

Subsequent Event [Member] | Series C Warrant [Member] | KCC [Member]

Common stock shares reserved for future issuance upon conversion of debt

3,500,000

Common stock shares issued upon conversion of debt

3,092,637

Subsequent Event [Member] | Series B Warrant [Member] | KCC [Member]

Common stock shares reserved for future issuance upon conversion of debt

1,326,087

Common stock shares issued upon conversion of debt

1,181,194

Subsequent Event [Member] | February 2017 loan agreements [Member]

Number of loan agreements | Number

2

Subsequent Event [Member] | February 2017 loan agreements [Member] | KCC [Member]

Convertible debt financing, principal amount | $

$ 395,000

Interest rate

7.00%

Maturity date

Feb. 23, 2018

Debt instrument conversion feature

(i) $3.45, the closing price of the Company’s common stock on the day prior to the issuance of the February 2017 Notes or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder(s) elect to convert the February 2017 Note(s), subject to a floor price of $2.76

Debt instrument floor price | $ / shares

$ 2.76

Subsequent Event [Member] | February 2017 loan agreements [Member] | Joseph Sierchio [Member]

Convertible debt financing, principal amount | $

$ 25,000

Interest rate

7.00%

Maturity date

Feb. 23, 2018

Debt instrument conversion feature

(i) $3.45, the closing price of the Company’s common stock on the day prior to the issuance of the February 2017 Notes or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder(s) elect to convert the February 2017 Note(s), subject to a floor price of $2.76

Debt instrument floor price | $ / shares

$ 2.76

Subsequent Event [Member] | February 2017 loan agreements [Member] | Series F Warrant [Member] | KCC [Member]

Common stock shares reserved for future issuance upon conversion of debt

114,193

Debt instrument conversion feature

(i) $3.45, the closing price of the Company’s common stock on the day prior to issuance of the Series F Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder elects to exercise their Series F Warrant

Subsequent Event [Member] | February 2017 loan agreements [Member] | Series F Warrant [Member] | Joseph Sierchio [Member]

Common stock shares reserved for future issuance upon conversion of debt

7,246

Debt instrument conversion feature

(i) $3.45, the closing price of the Company’s common stock on the day prior to issuance of the Series F Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder elects to exercise their Series F Warrant

Subsequent Event [Member] | Investor [Member] | March 2017 loan agreements [Member]

Convertible debt financing, principal amount | $

$ 25,000

$ 25,000

Interest rate

7.00%

7.00%

Maturity date

Feb. 23, 2018

Debt instrument conversion feature

(i) $3.45, or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Investor elects to convert the March 2017 Note, subject to a floor price of $2.76

Debt instrument floor price | $ / shares

$ 2.76

$ 2.76

Subsequent Event [Member] | Investor [Member] | March 2017 loan agreements [Member] | Series F Warrant [Member]

Common stock shares reserved for future issuance upon conversion of debt

7,246

7,246

Debt instrument conversion feature

(i) $3.45, or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Investor elects to exercise their Series F Warrant

Warrant expiration period

5 years

Subsequent Event [Member] | Board of directors [Member] | Equity Option [Member]

Common stock shares reserved for future issuance upon conversion of debt

70,000

Common stock shares issued upon conversion of debt

38,642

Subsequent Event [Member] | Kenneth Kirkland [Member] | Equity Option [Member]

Common stock shares reserved for future issuance upon conversion of debt

40,000

Common stock shares issued upon conversion of debt

29,642

Subsequent Event [Member] | Dr. Gerlach [Member] | Warrant [Member]

Common stock shares reserved for future issuance upon conversion of debt

240,000

Common stock shares issued upon conversion of debt

204,571