RenovaCare (RCAR) 10-K 13 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 06, 2018	Jun. 30, 2017
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, 2017
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			$ 73,220,246
Entity Common Stock, Shares Outstanding		76,840,522
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 2,906,237	$ 418,031
Prepaid expenses	750	31,535
Total current assets	2,906,987	449,566
Equipment, net of accumulated depreciation of $370 and $53, respectively	581	898
Intangible Assets	152,854	152,854
Total assets	3,060,422	603,318
Current liabilities
Accounts payable	107,336
Accounts payable - related parties	61,333	33,290
Contract payable	100,000	150,000
Interest payable to related party		15,220
Convertible promissory note payable to related party, net of discount of $534,519		165,481
Total current liabilities	268,669	363,991
Interest payable to related parties	90,678
Convertible promissory notes payable to related party, net of discount of $58,438	1,036,562
Total liabilities	1,395,909	363,991
Commitments and contingencies
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, 76,145,418 and 70,069,693 shares issued and outstanding at December 31, 2017 and 2016, respectively	762	702
Additional paid-in capital	16,404,673	11,290,209
Retained deficit	(14,740,922)	(11,051,584)
Total stockholders' equity	1,664,513	239,327
Total liabilities and stockholders' equity	$ 3,060,422	$ 603,318

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Consolidated Balance Sheets Parenthetical
Accumulated depreciation	$ 370	$ 53
Current liabilities
Net of discount on related party	534,519
Noncurrent liabilities
Net of discount on related party	$ 58,438
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	76,145,418	70,069,693
Common stock, shares outstanding	76,145,418	70,069,693

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Consolidated Statements Of Operations
Revenue
Operating expense
Research and development	574,091	309,503
General and administrative	2,121,732	1,588,719
Total operating expenses	2,695,823	1,898,222
Loss from operations	(2,695,823)	(1,898,222)
Other income (expense)
Interest income	3,136	1,034
Interest expense	(77,284)	(15,220)
Accretion of debt discount	(919,367)	(165,481)
Total other income (expense)	(993,515)	(179,667)
Net loss	$ (3,689,338)	$ (2,077,889)
Basic and Diluted Loss per Common Share	$ (0.05)	$ (0.03)
Weighted average number of common shares outstanding - basic and diluted	74,386,340	69,772,485

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, 2015	67,781,934
Beginning 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 of stock 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 and beneficial conversion feature		700,000		700,000
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
Issuance of common stock from the exercise of warrants, Shares	4,592,895
Issuance of common stock from the exercise of warrants, Amount	$ 46	344,578		344,624
Issuance of common stock from the exercise of stock options, Shares	102,580
Issuance of common stock from the exercise of stock options, Amount	$ 1	(1)
October 2017 Private Placement units issued, Shares	920,000
October 2017 Private Placement units issued, Amount	$ 9	2,299,991		2,300,000
July 2017 Private Placement units issued, Shares	460,250
July 2017 Private Placement units issued, Amount	$ 4	1,122,606		1,122,610
Stock based compensation due to common stock purchase options		904,004		904,004
Discount on convertible promissory note due to detachable warrants and beneficial conversion feature		443,286		443,286
Net loss			(3,689,338)	(3,689,338)
Ending Balance, Shares at Dec. 31, 2017	76,145,418
Ending Balance, Amount at Dec. 31, 2017	$ 762	$ 16,404,673	$ (14,740,922)	$ 1,664,513

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities
Net loss	$ (3,689,338)	$ (2,077,889)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	317	53
Stock based compensation expense	904,004	282,262
Accretion of debt discount	919,367	165,481
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	30,785	(21,242)
Increase (decrease) in accounts payable	107,336	(71,563)
Increase (decrease) in accounts payable - related parties	28,043	3,195
Increase (decrease) in interest payable to related party	75,458	15,220
Increase (decrease) in contract payable	(50,000)	(84,125)
Net cash flows from operating activities	(1,674,028)	(1,788,608)
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	3,767,234	1,110,001
Proceeds from the issuance of convertible promissory note	445,000	700,000
Payments of convertible promissory notes	(50,000)
Net cash flows from financing activities	4,162,234	1,810,001
Increase in cash and cash equivalents	2,488,206	20,442
Cash and cash equivalents at beginning of period	418,031	397,589
Cash and cash equivalents at end of period	2,906,237	418,031
Supplemental disclosure of cash flow information:
Interest paid in cash	1,825
Income taxes paid in cash
Supplemental disclosure of non-cash transactions:
Discount on convertible promissory note due to detachable warrants and beneficial conversion feature	$ 443,286	$ 700,000

Organization, Nature and Contin

Organization, Nature and Continuance of Operations	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 1. Organization, Nature and Continuance of Operations	Organization RenovaCare, Inc., together with its wholly owned subsidiary, 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., completed the acquisition of its flagship technologies (collectively, the “ CellMist TM The CellMist TM CellMist TM SkinGun TM TM TM Nature and Continuance of Operations The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital. These development activities are subject to significant risks and uncertainties, including possible failure of preclinical testing. The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. The Company expects to incur losses as it continues development of its products and technologies and expects that it will need to raise additional capital through the sale of its securities to accomplish its business plan and failing to secure such additional funding before achieving sustainable revenue and profit from operations poses a significant risk. The Company's ability to fund the development of its cellular therapies will depend on the amount and timing of cash receipts from future financing activities. There can be no assurance as to the availability or terms upon which such financing and capital might be available. As of December 31, 2016, the Company had approximately $418,031 of cash on hand. On March 9, 2017, the Company completed the sale of three convertible promissory notes and warrants and received $445,000. On June 28, 2017, the Company received $344,624 upon the exercise of 114,493 Series F Warrants. On July 21, 2017, the Company completed a private placement, whereby the Company received proceeds of $1,122,610 from the sale of common stock and warrants. On October 16, 2017, the Company completed a private placement, whereby the Company received proceeds of $2,300,000 from the sale of common stock and warrants. On January 26, 2018, the Company entered into the first amendment to the convertible promissory note dated September 9, 2016 and the Company entered into the first amendment to the convertible promissory note dated February 23, 2017 both with KCC pursuant to which both notes were amended (with a combined principal balance of $1,095,000) to extend the maturity date to December 31, 2019. The Company believes that, as a result of the financings and note maturity date extensions, it currently has sufficient cash to meet its funding requirements over the next year and these events alleviate the conditions which initially indicated substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
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 July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. Management is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s Consolidated 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. The Company adopted the guidance under ASU 2015-17 with no material 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 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 notes 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. Forfeitures are recognized as they occur. 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, 2017 and 2016: Years Ended December 31, 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (3,689,338 ) $ (2,077,889 ) Denominator: Weighted average number of common shares outstanding 74,386,340 69,772,485 Basic and diluted EPS $ (0.05 ) $ (0.03 ) 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 545,000 385,000 Warrants 3,609,158 7,280,503 Convertible debt 619,266 464,428 Total shares not included in the computation of diluted losses per share 4,773,424 8,129,931 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, 2017
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 Payable

Contract Payable	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 4. Contract Payable	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, 2017, $100,000 of the amount payable to Dr. Gerlach was recorded as current liabilities in the accompanying consolidated balance sheet and was paid on January 24, 2018. See also “Note 9. Related Party Transactions.”

Debt

Debt	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 5. Debt	As of December 31, 2017 and 2016, the Company had the following outstanding debt balances: Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of December 31, 2017: February 2017 Note as amended 2/23/2017 12/31/2019 $ 395,000 $ (58,438 ) $ 336,562 $ 24,074 September 2016 Note as amended 9/9/2016 12/31/2019 700,000 - 700,000 66,604 $ 1,095,000 $ (58,438 ) $ 1,036,562 $ 90,678 As of December 31, 2016: September 2016 Note as amended 9/9/2016 12/31/2019 $ 700,000 $ (534,519 ) $ 165,481 $ 15,220 February 2017 Convertible Promissory Notes Between February 23, 2017 and March 9, 2017, the Company entered into three separate loan agreements containing identical terms (the “ February 2017 Loan Agreements Sierchio Investor KCC Holders February 2017 Notes Per the February 2017 Loan Agreement, the Company issued Sierchio, the Investor and KCC a Series F Stock Purchase Warrant (the “ Series F Warrant The Company calculated the debt discount related to the February 2017 Notes and Series F Warrants by first allocating the respective fair value of the February 2017 Notes and Series F Warrants based upon their relative fair values to the total February 2017 Notes proceeds. The fair value of the Series F Warrant issued with the February 2017 Notes was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $3.45 per share as to $420,000 of February 2017 Note principal and $2.90 per share as to $25,000 of February 2017 Note principal; market price of common stock - $3.53 as to $420,000 of February 2017 Note principal and $3.80 per share as to $25,000 of February 2017 Note principal; estimated volatility – 110.0% as to $420,000 of February 2017 Note principal and 116.0% as to $25,000 of February 2017 Note principal; risk free interest rate – 2.13% as to $420,000 of February 2017 Note principal and 1.87% as to $25,000 of February 2017 Note principal; expected dividend rate - 0% and expected life - 5.0 years. The resulting fair value of $211,073 was allocated to the Series F Warrant. The intrinsic value of the beneficial conversion feature amounted to $232,213. The resulting $443,286 discount to the February 2017 Notes is being accreted over their 1.25 year term. 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 July 27, 2017, the Company repaid the Investor in full, including $25,000 of note principal and $676 of accrued interest. On October 19, 2017, the Company repaid Sierchio in full, including $25,000 of note principal and $1,149 of accrued interest. On January 29, 2018, KCC and the Company entered into an Amendment No. 1 to the February 2017 Note whereby the maturity date of the KCC February Note was extended from February 23, 2018 to December 31, 2019. Except for the extension of the maturity date, the February Note was not otherwise amended and continues in full force and effect. During the year ended December 31, 2017, the Company recognized $25,899 of interest expense and $384,848 of accretion related to the debt discount. The remaining debt discount of $58,438 will be amortized over the next quarter through March 31, 2018. September 9, 2016 Convertible Promissory Note On September 9, 2016, the Company entered into a loan agreement (the “ Loan Agreement Note Per the Loan Agreement, the Company issued KCC a Series E Stock Purchase Warrant (the “ Series E Warrant The Loan Agreement provides KCC with registration rights for all of the shares issuable upon conversion of the Note 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 their 1.25 year term. During the years ended December 31, 2017 and 2016, the Company recognized $51,385 and $15,220, respectively, of interest expense and $534,519 and $165,481, respectively, of accretion related to the debt discount.

Common Stock and Warrants

Common Stock and Warrants	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 6. Common Stock and Warrants	Common Stock At December 31, 2017, the Company had 500,000,000 authorized shares of common stock with a par value of $0.00001 per share, 76,145,418 shares of common stock outstanding and 19,338,572 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” for further discussion. During the year ended December 31, 2017, the Company had the following common stock related transactions: · On October 16, 2017, the Company completed a self-directed offering of 920,000 shares of the Company common stock at a price of $2.50 per share for $2,300,000 in aggregate proceeds (the “ October 2017 Private Placement Series H Warrant · On July 21, 2017, the Company completed a self-directed offering of 460,250 units of the Company's equity securities (the "Units") at a price of $2.44 per unit for $1,122,610 in aggregate proceeds (the “ July 2017 Private Placement Series G Warrants · On June 28, 2017, KCC exercised 114,493 Series F Warrants for $3.01 per share resulting in the issuance of 114,493 shares of common stock and proceeds of $344,624. · March 1, 2017, KCC exercised 1,326,087 Series B Warrants and 3,500,000 Series C Warrants, on a cashless basis, resulting in the issuance of 4,273,831 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 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 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 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. 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. Warrants The following table summarizes information about warrants outstanding at December 31, 2017 and 2016: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Average December 31, December 31, Exercise Description 2017 2016 Price Expiration Series A 720,000 960,000 $ 0.35 July 12, 2019 Series B - 1,326,087 $ 0.46 November 29, 2018 Series C - 3,500,000 $ 0.49 November 29, 2018 Series D 910,000 910,000 $ 1.10 June 5, 2020 Series E 584,416 584,416 $ 1.54 September 8, 2021 Series F 14,492 - $ 3.45 February 23, 2022 & March 9, 2022 Series G 460,250 - $ 2.68 July 21, 2022 Series H 920,000 - $ 2.75 October 16, 2022 Total 3,609,158 7,280,503 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. On March 1, 2017, KCC exercised, in full, on a cashless basis, the remaining 1,326,087 Series B Warrants resulting in the issuance of 1,181,194 shares of common stock. 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. On March 1, 2017, KCC exercised, in full, on a cashless basis, the 3,500,000 Series C Warrants resulting in the issuance of 3,092,637 shares of common stock. Series D Warrants with an exercise price of $1.10 to purchase 1,010,000 shares of common stock were 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. See “Note 5. Debt” for further discussion. Three Series F Warrants to purchase 128,985 shares of common stock were issued between February 22, 2017 and March 9, 2017 in connection with the February 2017 Loan Agreements. On June 28, 2017, KCC exercised 114,493 Series F Warrants for $3.01 per share resulting in the issuance of 114,493 shares of common stock and proceeds of $344,624. See “Note 5. Debt” for further discussion. The Series G Warrants to purchase 460,250 shares of common stock were issued on July 21, 2017 in connection with the sale of units pursuant to the July 2017 Private Placement. S The Series H Warrants to purchase 920,000 shares of common stock were issued on October 16, 2017 in connection with the sale of units pursuant to the October 2017 Private Placement. S

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2017
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, 2017, there were 19,338,572 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 $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant. The exercise price per share of common stock for options granted under the 2013 Plan will be the fair market value of the Company's common stock on the date of grant, using the closing price of the Company's common stock on the last trading day prior to the date of grant, except for incentive stock options granted to a holder of ten percent or more of the Company's common stock, for whom the exercise price per share will not be less than 110% of the fair market value. No option can be granted under the 2013 Plan after June 20, 2023. The Company adopted ASU 2016-09 effective January 1, 2017 with no effect on retained deficit or other components of equity as of the beginning of the period. Stock Option Activity The following table summarizes stock option activity for the period ended December 31, 2017: Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) 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 Grants 310,000 4.20 Exercises (150,000 ) 1.12 Outstanding at December 31, 2017 545,000 3.09 8.61 years 972,325 Exercisable at December 31, 2017 390,000 2.80 8.47 years 805,475 Available for grant at December 31, 2017 19,338,572 The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. There were 310,000 stock options granted during the year ended December 31, 2017 with a weighted-average grant date fair value of $3.38. 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. During the year ended December 31, 2017, there were 150,000 options exercised on a cashless basis resulting in the issuance of 102,582 shares of common stock, with an aggregate intrinsic value of $397,100. During the year ended December 31, 2016, there were 20,000 options exercised on a cashless basis resulting in the issuance of 13,846 shares of common stock, with an aggregate intrinsic value of $36,000. 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: Years Ended December 31, 2017 2016 Risk-free interest rate 1.93% - 2.39 % 1.23%-1.41 % Expected life in years 5.5 – 10.0 5.5 Weighted Avg. Expected Volatility 98% - 106 % 92 % Expected dividend yield 0 0 The share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time is expensed ratably over the respective vesting periods. During the years December 31, 2017 and 2016, the Company recognized $904,004 and $282,262, respectively, in share-based compensation. As of December 31, 2017, the Company had approximately $165,000 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 1.0 years. Stock-based compensation has been included in the Consolidated Statement of Operations as follows: Years Ended December 31, 2017 2016 Research and development $ 100,630 $ - General and administrative 803,374 282,262 Total $ 904,004 $ 282,262 The following table summarizes information about stock options outstanding and exercisable at December 31, 2017: 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 0.80 10,000 6.62 0.80 10,000 6.62 0.80 1.05 55,000 6.25 1.05 35,000 6.25 1.05 1.25 7,500 7.46 1.25 7,500 7.46 1.25 1.34 7,500 7.50 1.34 7,500 7.50 1.34 1.65 10,000 7.84 1.65 10,000 7.84 1.65 1.70 7,500 7.79 1.70 7,500 7.79 1.70 1.91 130,000 8.21 1.91 130,000 8.21 1.91 2.28 7,500 8.55 2.28 7,500 8.55 2.28 4.20 310,000 9.36 4.20 175,000 9.36 4.20 Total 545,000 8.61 $ 3.09 390,000 8.47 $ 2.80

Commitments

Commitments	12 Months Ended
	Dec. 31, 2017
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 Lease was renewed effective March 1, 2016 at a monthly rate of $800 through August 30, 2018. Rent expense for the years ended December 31, 2017 and 2016 was $9,600 and $9,500, 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 under various agreements. Pursuant to these engagements the Company incurred expenses of $219,806 and $184,517 in during the years ended December 31, 2017 and 2016, respectively. Dr. Gerlach, from whom the Company purchased the CellMist TM On August 1, 2017, the Company and the University of Pittsburgh entered into a Corporate Research Agreement whereby the University of Pittsburgh will perform academic research related to the Company’s technologies in exchange for $171,595 with $42,899 due on August 1, 2017; $42,899 due on November 1, 2017; $42,899 due on February 1, 2018 and $42,898 due on May 31, 2018. As of December 31, 2017, the Company had paid one advance and $42,899 is recorded as accounts payable in the accompanying consolidated balance sheets as of December 31, 2017. See also “Note 9. Related Party Transactions.”

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 9. Related Party Transactions	As compensation for their service on the Board, Dr. Kirkland and Mr. Sierchio receive an annual retainer of $6,000, payable in equal quarterly installments in arrears. 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; and on May 11, 2017, the Company granted to each of Dr. Kirkland and Mr. Sierchio an incentive stock option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $4.20 per share. The 50,000 options became fully vested upon grant and the 75,000 options vested 50% on the date of grant and 50% one year hence. The options may be exercised on a “cashless basis” using the formula contained therein. The law firm of Satterlee Stephens LLP (“Satterlee”), of which Joseph Sierchio, one of the Company’s directors, is a partner, provides counsel to the Company. Mr. Sierchio is the Company’s primary attorney. During the years ended December 31, 2017 and 2016, the Company recognized $277,933 and $168,775 of fees for legal services billed by firms associated with Mr. Sierchio. At December 31, 2017 and 2016, the Company owed Satterlee $30,000 and $11,750 which is included in accounts payable. Mr. Sierchio continues to serve as a director of the Company. 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 $219,806 and $184,517 during the years ended December 31, 2017 and 2016, respectively. 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, 2017 and 2016, the Company recognized expenses related to Dr. Gerlach services of $38,540 and $42,480, respectively. Accounts payable to Dr. Gerlach amounted to $17,640 and $18,540 at December 31, 2017 and 2016, respectively. On August 1, 2013, the Company entered into a consulting agreement, as amended on May 1, 2016, with Jatinder Bhogal to provide consulting services to the Company through his wholly owned company, Vector Asset Management, Inc., Mr. Bhogal is an individual owning in excess of 5% of our issued and outstanding shares of common stock. Pursuant to the Consulting Agreement, as amended, Mr. Bhogal received compensation of $81,600 and $74,400 during the years ended December 31, 2017 and 2016 in connection with the consulting agreement. On September 25, 2014, the Company entered into a Charitable Grant Agreement with the University of Pittsburgh, pursuant to which the Company committed to provide a charitable donation to the University of Pittsburgh 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 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. On September 9, 2016, the Company entered into the Loan Agreement with KCC whereby KCC loaned the Company $700,000 at an interest rate of 7%. The Note was amended on January 29, 2018 to extend the maturity date to December 31, 2019. 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. See “Note 5. Debt” for further discussion. 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 of the February 2017 Loan Agreements with Sierchio and KCC pursuant to which Sierchio loaned the Company $25,000 and KCC loaned $395,000 at an interest rate of 7%. On October 19, 2017, the Company repaid the Sierchio in full, including $25,000 of note principal and $1,149 of accrued interest. The remaining note with KCC was amended on January 29, 2018 to extend the maturity date to December 31, 2019. Per the February 2017 Loan Agreement, the Company issued Sierchio, and KCC a Series F Warrant to purchase up to 7,246 shares and 114,493 shares, respectively, of the Company’s common stock. See “Note 5, Debt” for further discussion. March 1, 2017, KCC exercised 1,326,087 Series B Warrants and 3,092,637 Series C Warrants, on a cashless basis, resulting in the issuance of 4,273,831 shares of common stock. On June 28, 2017, KCC exercised 114,493 Series F Warrants for $3.01 per share resulting in the issuance of 114,493 shares of common stock and proceeds of $344,624. On July 21, 2017, the Company entered into the July 2017 Private Placement with KCC for the sale of 410,000 units at a price of $2.44 per unit for $1,000,400 in aggregate proceeds. Each unit consisted of one share of common stock and one Series G Warrant to purchase one (1) share of common stock at an exercise price of $2.68 per share through July 21, 2022. The warrants may be exercised on a cashless basis. See “Note 6. Common Stock and Warrants” for further discussion. On August 1, 2017, the Company and the University of Pittsburgh entered into a Corporate Research Agreement whereby the University of Pittsburgh will perform academic research related to the Company’s technologies in exchange for $171,595. Dr. Gerlach, from whom the Company purchased the CellMist TM On October 16, 2017, the Company entered into the October 2017 Private Placement with Joseph Sierchio for the sale of 10,000 shares of common stock at a price of $2.50 per share for $25,000 in aggregate proceeds. Additionally, Mr. Sierchio, in a concurrent private placement, received one Series H Warrant for each share of stock purchased for no additional consideration. Each Series H Warrant has an exercise price of $2.75 per share through October 16, 2022. The warrants may be exercised on a cashless basis. See “Note 6. Common Stock and Warrants” for further discussion.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
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. On December 22, 2017, the President of the United States signed into law H.R. 1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Cuts and Jobs Act”). ASC Topic 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. The Tax Cuts and Jobs Act made significant changes to existing U.S. tax law, including, but not limited to, a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, imposition of a one-time tax on deferred foreign income (“Repatriation Transition Tax”), adoption of a participation exemption system with respect to the taxation of future dividends received from foreign corporations, and repeal of the corporate alternative minimum tax system. Other significant changes in the Tax Cuts and Jobs Act include taxing payments made to foreign related parties that are deemed to be excessive, imposing a minimum tax on certain foreign earnings, requiring (beginning after December 31, 2021) the capitalization and subsequent amortization of certain research and development related expenses, and placing additional limits on the use of net operating losses and the deductibility of certain executive compensation. The reduction of the Company’s deferred tax assets resulting from the Tax Cuts and Jobs Act’s reduction in the U.S. federal corporate income tax rate from 35% to 21% amounted to $1,831,000 during 2017. There is no current or deferred tax expense for 2017 and 2016, 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 of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2017 2016 Deferred tax assets: Net operating loss and contribution carryforwards $ 2,480,000 $ 3,217,000 Intangible asset 85,000 158,000 Capital loss carryforward 146,000 236,000 Stock-based compensation 247,000 139,000 2,958,000 3,750,000 Valuation allowance (2,958,000 ) (3,750,000 ) Net deferred tax assets $ - $ - The 2017 decrease in the valuation allowance was $792,000 compared to an increase of $974,000 in 2016. The Company has available net operating loss and contribution carryforwards of approximately $11,810,000 for tax purposes to offset future taxable income which expire commencing 2018 through to the year 2037. 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 2015 through 2017 remain open to examination by federal agencies and other jurisdictions in which it operates. A reconciliation between the statutory federal income tax rate and the effective rate of income tax expense for the years ended December 31 follows: 2017 2016 Statutory federal income tax rate 34 % 34 % Permanent differences and other (5 )% 13 % Deferred tax impact from tax rate change (50) % Valuation allowance 21 % (47 )% 0 % 0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Note 11. Subsequent Events	Management has reviewed material events subsequent of the period ended December 31, 2017 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. On January 26, 2018, the Company entered into the first amendment to the convertible promissory note dated September 9, 2016 and the Company entered into the first amendment to the convertible promissory note dated February 23, 2017 both with KCC pursuant to which both notes were amended (with a combined principal balance of $1,095,000) to extend the maturity date to December 31, 2019. On February 3, 2018, Thomas Bold, the Company’s President, CEO and Interim Chief Financial Officer exercised options to purchase up to 60,000 shares, on a cashless basis, resulting in the issuance of 44,083 shares of common stock. On February 11, 2018, a consultant exercised options to purchase up to 40,000 shares, on a cashless basis, resulting in the issuance of 17,480 shares of common stock. On February 12, 2018, Dr. Gerlach exercised a Series A Warrant to purchase up to 480,000 shares, on a cashless basis, resulting in the issuance of 457,480 shares of common stock. On February 13, 2018, a Series D Warrant to purchase 100,000 shares of common stock with an exercise price of $1.10 per share was exercised resulting in $110,000 to the Company. On February 22, 2018, Kenneth Kirkland, a Company Director, exercised options to purchase up to 50,000 shares, on a cashless basis, resulting in the issuance of 41,033 shares of common stock. On February 22, 2018, Joseph Sierchio, a Company Director, 1) exercised options to purchase up to 37,500 shares, on a cashless basis, resulting in the issuance of 22,711 shares of common stock; 2) exercised a Series F Warrant to purchase up to 7,246 shares, on a cashless basis, resulting in the issuance of 4,899 shares of common stock; and 3) 2) exercised a Series H Warrant to purchase up to 10,000 shares, on a cashless basis, resulting in the issuance of 7,418 shares of common stock . On January 25, 2018, the Company paid the University of Pittsburgh $85,798 pursuant to the Corporate Research Agreement dated August 1, 2017.

Significant Accounting Polici18

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
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 July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. Management is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s Consolidated 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. The Company adopted the guidance under ASU 2015-17 with no material 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 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 notes 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 CellMistTM System technology that the Company acquired during 2013 and is recorded at cost. At the time of acquisition, the technology had not reached technological feasibility. The amount capitalized is accounted for as an indefinite-lived intangible asset, subject to impairment testing until completion or abandonment. Upon successful completion, a determination will be made as to the then useful life of the intangible asset, generally determined by the period in which substantially all of the cash flows are expected to be generated, and begin amortization. The Company tests the intangible asset for impairment at least annually or more frequently if impairment indicators exist after performing a qualitative analysis. Management has multiple criteria that it considers when performing the qualitative analysis. The results of this review are then weighed and prioritized. If the totality of the relevant events and circumstances indicate that the intangible asset is not impaired, additional impairment tests are not necessary. 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. Forfeitures are recognized as they occur. 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, 2017 and 2016: Years Ended December 31, 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (3,689,338 ) $ (2,077,889 ) Denominator: Weighted average number of common shares outstanding 74,386,340 69,772,485 Basic and diluted EPS $ (0.05 ) $ (0.03 ) 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 545,000 385,000 Warrants 3,609,158 7,280,503 Convertible debt 619,266 464,428 Total shares not included in the computation of diluted losses per share 4,773,424 8,129,931
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, 2017
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, 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (3,689,338 ) $ (2,077,889 ) Denominator: Weighted average number of common shares outstanding 74,386,340 69,772,485 Basic and diluted EPS $ (0.05 ) $ (0.03 ) 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 545,000 385,000 Warrants 3,609,158 7,280,503 Convertible debt 619,266 464,428 Total shares not included in the computation of diluted losses per share 4,773,424 8,129,931

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Tables
Schedule of Debt	Issue Maturity Debt Interest Date Date Principal Discount Balance Payable As of December 31, 2017: February 2017 Note as amended 2/23/2017 12/31/2019 $ 395,000 $ (58,438 ) $ 336,562 $ 24,074 September 2016 Note as amended 9/9/2016 12/31/2019 700,000 - 700,000 66,604 $ 1,095,000 $ (58,438 ) $ 1,036,562 $ 90,678 As of December 31, 2016: September 2016 Note as amended 9/9/2016 12/31/2019 $ 700,000 $ (534,519 ) $ 165,481 $ 15,220

Common Stock and Warrants (Tabl

Common Stock and Warrants (Tables)	12 Months Ended
	Dec. 31, 2017
Common Stock And Warrants Tables
Summary of warrants outstanding	Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Average December 31, December 31, Exercise Description 2017 2016 Price Expiration Series A 720,000 960,000 $ 0.35 July 12, 2019 Series B - 1,326,087 $ 0.46 November 29, 2018 Series C - 3,500,000 $ 0.49 November 29, 2018 Series D 910,000 910,000 $ 1.10 June 5, 2020 Series E 584,416 584,416 $ 1.54 September 8, 2021 Series F 14,492 - $ 3.45 February 23, 2022 & March 9, 2022 Series G 460,250 - $ 2.68 July 21, 2022 Series H 920,000 - $ 2.75 October 16, 2022 Total 3,609,158 7,280,503

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Dec. 31, 2017
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, 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 Grants 310,000 4.20 Exercises (150,000 ) 1.12 Outstanding at December 31, 2017 545,000 3.09 8.61 years 972,325 Exercisable at December 31, 2017 390,000 2.80 8.47 years 805,475 Available for grant at December 31, 2017 19,338,572
Summary of assumption of stock option activity	Years Ended December 31, 2017 2016 Risk-free interest rate 1.93% - 2.39 % 1.23%-1.41 % Expected life in years 5.5 – 10.0 5.5 Weighted Avg. Expected Volatility 98% - 106 % 92 % Expected dividend yield 0 0
Summary of consolidated statement of operations	Years Ended December 31, 2017 2016 Research and development $ 100,630 $ - General and administrative 803,374 282,262 Total $ 904,004 $ 282,262
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 0.80 10,000 6.62 0.80 10,000 6.62 0.80 1.05 55,000 6.25 1.05 35,000 6.25 1.05 1.25 7,500 7.46 1.25 7,500 7.46 1.25 1.34 7,500 7.50 1.34 7,500 7.50 1.34 1.65 10,000 7.84 1.65 10,000 7.84 1.65 1.70 7,500 7.79 1.70 7,500 7.79 1.70 1.91 130,000 8.21 1.91 130,000 8.21 1.91 2.28 7,500 8.55 2.28 7,500 8.55 2.28 4.20 310,000 9.36 4.20 175,000 9.36 4.20 Total 545,000 8.61 $ 3.09 390,000 8.47 $ 2.80

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes Tables
Schedule of deferred tax assets and liabilities	2017 2016 Deferred tax assets: Net operating loss and contribution carryforwards $ 2,480,000 $ 3,217,000 Intangible asset 85,000 158,000 Capital loss carryforward 146,000 236,000 Stock-based compensation 247,000 139,000 2,958,000 3,750,000 Valuation allowance (2,958,000 ) (3,750,000 ) Net deferred tax assets $ - $ -
Reconciliation of the statutory federal income tax expense (benefit)	2017 2016 Statutory federal income tax rate 34 % 34 % Permanent differences and other (5 )% 13 % Deferred tax impact from tax rate change (50) % Valuation allowance 21 % (47 )% 0 % 0 %

Organization, Nature and Cont24

Organization, Nature and Continuance of Operations (Details Narrative) - USD ($)	Mar. 09, 2017	Oct. 16, 2017	Jul. 21, 2017	Jun. 28, 2017	Feb. 23, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Proceeds from the issuance of convertible promissory note						$ 445,000	$ 700,000
Cash and cash equivalents						$ 2,906,237	$ 418,031	$ 397,589
Issuance of common stock							13,846
Private Placement [Member]
Proceeds on Sale of common stock and warrants		$ 2,300,000	$ 1,122,610
Promissory note [Member] | KCC pursuant [Member]
Principal amount					$ 1,095,000
Maturity date					Dec. 31, 2019
Series F Warrants [Member}
Proceeds from issuance of common stock				$ 344,624
Issuance of common stock				114,493
Warrants [Member]
Proceeds from the issuance of convertible promissory note	$ 445,000

Significant Accounting Polici25

Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2017
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, 2017	Dec. 31, 2016
Numerator:
Loss available to common stockholders'	$ (3,689,338)	$ (2,077,889)
Denominator:
Weighted average number of common shares outstanding	74,386,340	69,772,485
Basic and diluted EPS	$ (0.05)	$ (0.03)
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	4,773,424	8,129,931
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	545,000	385,000
Warrants [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	3,609,158	7,280,503
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	619,266	464,428

Significant Accounting Polici27

Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2017
Significant Accounting Policies Details Narrative
State Country Name	Nevada
Date of Incorporation	Jun. 12, 2013

Assets _ Intellectual Property

Assets – Intellectual Property (Details Narrative) - USD ($)	1 Months Ended
	Jul. 31, 2013	Dec. 31, 2017	Dec. 31, 2016
Intangible Assets		$ 152,854	$ 152,854
Asset purchase agreement [Member] | Dr. Gerlach [Member]
Acquisition related costs	$ 52,852
Closing cash payment	$ 100,002

Contract Payable (Details Narra

Contract Payable (Details Narrative) - USD ($)	Jun. 09, 2014	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounts payable		$ 107,336
Amended APA provided for cash payments	$ 300,000
Purchase payable amount		100,000	$ 50,000	$ 50,000	$ 100,000
Dr. Gerlach [Member]
Accounts payable		$ 100,000

Debt (Details)

Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Principal	$ 1,095,000
Debt Discount	(58,438)
Balance	1,036,562
Interest Payable	$ 90,678
February 2017 Note as amended [member]
Issue Date	Feb. 23, 2017
Maturity Date	Dec. 31, 2019
Principal	$ 395,000	$ 700,000
Debt Discount	(58,438)	(534,519)
Balance	336,562	165,481
Interest Payable	$ 24,074	$ 15,220
September 2016 Note as amended [member]
Issue Date	Sep. 9, 2016	Sep. 9, 2016
Maturity Date	Dec. 31, 2019	Dec. 31, 2019
Principal	$ 700,000
Debt Discount
Balance	700,000
Interest Payable	$ 66,604

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	Mar. 09, 2017	Sep. 09, 2016	Dec. 31, 2017	Dec. 31, 2016	Oct. 19, 2017	Jul. 27, 2017	Feb. 23, 2017
Interest expense			$ 77,284	$ 15,220
Accretion of debt discount			$ (919,367)	$ (165,481)
Common stock shares reserved under stock option plan			102,582
Estimated volatility				92.00%
Loan agreement [Member] | KCC [Member]
Interest expense			$ 51,385	$ 15,220
Accretion of debt discount			$ 534,519	$ 165,481
Convertible debt financing, Maximum amount		$ 900,000
Interest rate		7.00%					7.00%
Convertible debt financing, Loan received		$ 700,000					$ 395,000
Convertible debt financing, Remaining amount		$ 200,000
Debt instrument terms conversion feature		The Note became convertible, at KCC’s sole discretion, into shares of our common stock at conversion rate equal to the lesser of: (i) $1.54, the closing price of our common stock on the day prior to the issuance of the Note or (ii) a 20% discount to the average closing price of our 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 share.	The maturity date of the KCC February Note was extended from February 23, 2018 to December 31, 2019.
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 featture amount			359,265
Debt discount			$ 700,000
Period for accretion of discount			1 year 2 months 30 days
February 2017 Loan Agreements [member] | KCC [Member]
Interest rate	7.00%
Convertible debt financing, Loan received	$ 395,000
Series E Warrant [Member] | Loan agreement [Member] | KCC [Member]
Common stock shares reserved under stock option plan		584,416
Debt instrument terms conversion feature		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.
Series F Warrant [Member] | February 2017 Loan Agreements [member]
Interest expense			$ 25,899
Accretion of debt discount			384,848
Remaining debt discount			$ 58,438
Exercise Price			$ 3.45
Principal amount			$ 420,000
Market price of common stock			$ 3.53
Estimated volatility			110.00%
Risk free interest rate			2.13%
Expected dividend rate			0.00%
Expected life			5 years
Fair value			$ 211,073
Beneficial conversion featture amount			232,213
Debt discount			$ 443,286
Period for accretion of discount			1 year 2 months 30 days
Series F Warrant [Member] | February 2017 Loan Agreements [member] | KCC [Member]
Common stock shares reserved under stock option plan	114,493
Series F Warrant [Member] | February 2017 Loan Agreements 1 [Member]
Exercise Price			$ 2.90
Principal amount			$ 25,000
Market price of common stock			$ 3.80
Estimated volatility			116.00%
Risk free interest rate			1.87%
Expected dividend rate			0.00%
Investor [Member] | Series F Warrant [Member] | February 2017 Loan Agreements [member]
Repaid of note principal						$ 25,000
Accrued interest						$ 676
Common stock shares reserved under stock option plan	7,246
Sierchio [Member] | Series F Warrant [Member] | February 2017 Loan Agreements [member]
Repaid of note principal					$ 25,000
Accrued interest					$ 1,149
Common stock shares reserved under stock option plan	7,246
Sierchio and Investor [Member] | February 2017 Loan Agreements [member] | KCC [Member]
Interest rate	7.00%
Convertible debt financing, Loan received	$ 25,000
Debt instrument terms 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.
Sierchio and Investor [Member] | Series F Warrant [Member] | February 2017 Loan Agreements [member] | KCC [Member]
Debt instrument terms 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.

Common Stock and Warrants (Deta

Common Stock and Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Feb. 02, 2016	Nov. 29, 2013
Series A [Member]
Shares of Common Stock Issuable from Warrants Outstanding	720,000	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
Weighted Average Exercise Price	$ 0.46		$ 0.46	$ 0.46
Expiration	Nov. 29, 2018
Series C [Member]
Shares of Common Stock Issuable from Warrants Outstanding		3,500,000
Weighted Average Exercise Price	$ 0.49			$ 0.49
Expiration	Nov. 29, 2018
Series D [Member]
Shares of Common Stock Issuable from Warrants Outstanding	910,000	910,000
Weighted Average Exercise Price	$ 1.10	$ 1.10
Expiration	Jun. 5, 2020
Series E [Member]
Shares of Common Stock Issuable from Warrants Outstanding	584,416	584,416
Weighted Average Exercise Price	$ 1.54
Expiration	Sep. 8, 2021
Series F [Member]
Shares of Common Stock Issuable from Warrants Outstanding	14,492
Weighted Average Exercise Price	$ 3.45
Series F [Member] | Minimum [Member]
Expiration	Feb. 23, 2022
Series F [Member] | Maximum [Member]
Expiration	Mar. 9, 2022
Series G [Member]
Shares of Common Stock Issuable from Warrants Outstanding	460,250
Weighted Average Exercise Price	$ 2.68
Expiration	Jul. 21, 2022
Series H [Member]
Shares of Common Stock Issuable from Warrants Outstanding	920,000
Weighted Average Exercise Price	$ 2.75
Expiration	Oct. 16, 2022
Warrants [Member]
Shares of Common Stock Issuable from Warrants Outstanding	3,609,158	7,280,503

Common Stock and Warrants (De33

Common Stock and Warrants (Details Narrative) - USD ($)	Mar. 01, 2017	Feb. 10, 2017	Feb. 02, 2017	Jan. 10, 2017	Dec. 06, 2016	Feb. 02, 2016	Aug. 05, 2015	Oct. 16, 2017	Jul. 21, 2017	Jun. 28, 2017	Feb. 17, 2017	Dec. 31, 2016	Jul. 12, 2018	Dec. 31, 2017	Jul. 12, 2017	Sep. 09, 2016	Jul. 12, 2016	Dec. 31, 2015	Jul. 12, 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		76,145,418
Common stock, shares outstanding												70,069,693		76,145,418
Issuance of common stock												13,846
Estimated volatility												92.00%
Private Placement [Member] | Common Stock
Fair value of the common stock								$ 1,309,458	$ 634,782
Series F Warrant [Member] | February 2017 loan agreements [Member] | From February 22, 2017 to March 9, 2017 [Member]
Warrant exercised														128,985
Series E [Member]
Warrant exercised																584,416
Weighted Average Exercise Price														$ 1.54
Series D [Member]
Issuance of common stock												100,000
Weighted Average Exercise Price												$ 1.10		1.10
Proceeds from issuance of common stock												$ 110,001
Series D [Member] | On June 5, 2015 [Member]
Warrant exercised																		1,010,000
Weighted Average Exercise Price																		$ 1.10
Proceeds from issuance of common stock					$ 110,000
Series C [Member]
Warrant exercised																					3,500,000
Weighted Average Exercise Price														0.49							$ 0.49
Series B [Member]
Warrant exercised																					3,500,000
Issuance of common stock						2,173,913
Weighted Average Exercise Price						$ 0.46								0.46							$ 0.46
Proceeds from issuance of common stock						$ 1,000,000
Series A [Member]
Weighted Average Exercise Price														0.35
Series A [Member] | Dr. Gerlach [Member]
Warrant exercised							240,000					1,200,000
Issuance of common stock							196,812
Weighted Average Exercise Price												$ 0.35
Warrant vest five equal installments													240,000		240,000		240,000		240,000	240,000
Joseph Sierchio [Member]
Warrant exercised												20,000
Issuance of common stock												13,846
Series A [Member] | Dr. Gerlach [Member]
Warrant exercised				240,000
Issuance of common stock				204,571
Series F [Member]
Weighted Average Exercise Price														3.45
Series F [Member] | KCC [Member]
Warrant exercised										114,493
Issuance of common stock										114,493
Weighted Average Exercise Price										$ 3.01
Proceeds from issuance of common stock										$ 344,624
Series H [Member] | Private Placement [Member]
Exercise Price								$ 2.75
Estimated volatility								98.25%
Market price of common stock								$ 3.10
Risk free interest rate								1.95%
Expected dividend rate								0.00%
Expected life								5 years
Series H [Member] | Self-directed offering [Member] | Private Placement [Member]
Maturity period								5 years
Series H [Member]
Weighted Average Exercise Price														$ 2.75
Series H [Member] | Self-directed offering [Member] | Private Placement [Member]
Number of equity securities offered under the plan, shares								920,000
Share price								$ 2.50
Number of equity securities offered under the plan, amount								$ 2,300,000
Exercise Price								$ 2.75
Fair value of the common stock								$ 990,542
Series G [Member] | Private Placement [Member]
Estimated volatility									102.23%
Market price of common stock									$ 2.92
Risk free interest rate									1.81%
Expected dividend rate									0.00%
Expected life									5 years
Series G [Member] | Self-directed offering [Member] | Private Placement [Member]
Maturity period									5 years
Number of equity securities offered under the plan, shares									460,250
Share price									$ 2.44
Number of equity securities offered under the plan, amount									$ 1,122,610
Exercise Price									$ 2.68
Fair value of the common stock									$ 487,828
KCC [Member] | Series F Warrant [Member]
Proceeds from issuance of common stock										$ 344,624
KCC [Member] | Series C Warrant [Member]
Warrant exercised	3,500,000
Issuance of common stock	3,092,637
KCC [Member] | Series B Warrant [Member]
Warrant exercised	1,326,087
Issuance of common stock	1,181,194					2,173,913
Proceeds from issuance of common stock						$ 1,000,000
KCC [Member] | Series B and C warrants [Member]
Issuance of common stock	4,273,831
Kenneth Kirkland [Member] | Stock option [Member]
Warrant exercised			40,000
Issuance of common stock			29,642
Joseph Sierchio [Member] | Stock option [Member]
Warrant exercised		70,000
Issuance of common stock		38,642
Thomas bold [Member] | Stock option [Member]
Issuance of common stock											34,296

Stock Options (Details)

Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Number of Options
Options outstanding - beginning balance	385,000	257,500
Options granted	310,000	187,500
Options forfeited		(40,000)
Options exercised	(150,000)	(20,000)
Options oustanding - ending balance	545,000	385,000
Options exercisable	390,000
Options available for grant	19,338,572
Weighted average exercise price
Options outstanding - beginning balance	$ 1.42	$ 1.07
Options granted	4.2	1.92
Options forfeited		1.65
Options exercised	1.12	0.8
Options outstanding - ending balance	3.09	$ 1.42
Options exercisable	$ 2.8
Weighted average remaining contracted term
Options outstanding - ending balance	8 years 7 months 10 days
Options exercisable	8 years 5 months 20 days
Aggregate intrinsic value
Options outstanding - ending balance	$ 972,325
Options exercisable	$ 805,475

Stock Options (Details 1)

Stock Options (Details 1)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Expected life in years		5 years 6 months
Weighted Avg. Expected Volatility		92.00%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Risk-free interest rate	1.93%	1.23%
Expected life in years	5 years 6 months
Weighted Avg. Expected Volatility	98.00%
Maximum [Member]
Risk-free interest rate	2.39%	1.41%
Expected life in years	10 years
Weighted Avg. Expected Volatility	106.00%

Stock Options (Details 2)

Stock Options (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock Options Details 2
Research and development	$ 100,630
General and administrative	803,374	$ 282,262
Total	$ 904,004	$ 282,262

Stock Options (Details 3)

Stock Options (Details 3)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Number of Shares Subject to Outstanding Options | shares	545,000
Weighted Average Contractual Life (years)	8 years 7 months 10 days
Weighted Average Exercise Price	$ 3.09
Number of Shares Subject To Options Exercise | shares	390,000
Weighted Average Remaining Contractual Life (Years)	8 years 5 months 20 days
Weighted Average Exercise Price	$ 2.8
Exercise Price Range One [Member]
Range of Exercise Prices	$ 0.8
Number of Shares Subject to Outstanding Options | shares	10,000
Weighted Average Contractual Life (years)	6 years 7 months 13 days
Weighted Average Exercise Price	$ 0.8
Number of Shares Subject To Options Exercise | shares	10,000
Weighted Average Remaining Contractual Life (Years)	6 years 7 months 13 days
Weighted Average Exercise Price	$ 0.8
Exercise Price Range Two [Member]
Range of Exercise Prices	$ 1.05
Number of Shares Subject to Outstanding Options | shares	55,000
Weighted Average Contractual Life (years)	6 years 2 months 30 days
Weighted Average Exercise Price	$ 1.05
Number of Shares Subject To Options Exercise | shares	35,000
Weighted Average Remaining Contractual Life (Years)	6 years 2 months 30 days
Weighted Average Exercise Price	$ 1.05
Exercise Price Range Three [Member]
Range of Exercise Prices	$ 1.25
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	7 years 5 months 16 days
Weighted Average Exercise Price	$ 1.25
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	7 years 5 months 16 days
Weighted Average Exercise Price	$ 1.25
Exercise Price Range Four [Member]
Range of Exercise Prices	$ 1.34
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	7 years 6 months
Weighted Average Exercise Price	$ 1.34
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	7 years 6 months
Weighted Average Exercise Price	$ 1.34
Exercise Price Range Five [Member]
Range of Exercise Prices	$ 1.65
Number of Shares Subject to Outstanding Options | shares	10,000
Weighted Average Contractual Life (years)	7 years 10 months 3 days
Weighted Average Exercise Price	$ 1.65
Number of Shares Subject To Options Exercise | shares	10,000
Weighted Average Remaining Contractual Life (Years)	7 years 10 months 3 days
Weighted Average Exercise Price	$ 1.65
Exercise Price Range Six [Member]
Range of Exercise Prices	$ 1.7
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	7 years 9 months 14 days
Weighted Average Exercise Price	$ 1.7
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	7 years 9 months 14 days
Weighted Average Exercise Price	$ 1.7
Exercise Price Range Seven [Member]
Range of Exercise Prices	$ 1.91
Number of Shares Subject to Outstanding Options | shares	130,000
Weighted Average Contractual Life (years)	8 years 2 months 16 days
Weighted Average Exercise Price	$ 1.91
Number of Shares Subject To Options Exercise | shares	130,000
Weighted Average Remaining Contractual Life (Years)	8 years 2 months 16 days
Weighted Average Exercise Price	$ 1.91
Exercise Price Range Eight [Member]
Range of Exercise Prices	$ 2.28
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	8 years 6 months 18 days
Weighted Average Exercise Price	$ 2.28
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	8 years 6 months 18 days
Weighted Average Exercise Price	$ 2.28
Exercise Price Range Nine [Member]
Range of Exercise Prices	$ 4.2
Number of Shares Subject to Outstanding Options | shares	310,000
Weighted Average Contractual Life (years)	9 years 4 months 9 days
Weighted Average Exercise Price	$ 4.2
Number of Shares Subject To Options Exercise | shares	175,000
Weighted Average Remaining Contractual Life (Years)	9 years 4 months 9 days
Weighted Average Exercise Price	$ 4.2

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Common shares reserved for issuance	102,582
Available shares for granted	19,338,572
Options granted	310,000	187,500
Weighted-average grant date fair value	$ 3.38	$ 1.41
Options excercised	150,000	20,000
Aggregate intrinsic value	$ 397,100	$ 36,000
Stock based compensation expense	904,004	$ 282,262
Issuance of common stock, share		13,846
Unrecognized compensation cost	$ 165,000
Unrecognized compensation cost expected life	1 year
2013 Plan [Member]
Common shares reserved for issuance	20,000,000
Stock options grant description	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.
Excecise price per share limit	Not be less than 110% of the fair market value

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Mar. 01, 2016	Mar. 01, 2015	Dec. 31, 2017	Dec. 31, 2016	May 31, 2018	Feb. 02, 2018	Nov. 01, 2017	Aug. 01, 2017	May 01, 2016	Aug. 01, 2013
Accounts payable			$ 107,336
Pittsburgh Life Sciences Greenhouse [Member]
Monthly rent	$ 800	$ 750
Rent expense			9,600	9,500
StemCell Systems [Member]
Incurred expenses			219,806	$ 184,517
Consulting Agreement [Member]
Consulting fees in consideration of the services									$ 6,800	$ 5,000
Corporate Research Agreement [Member]
Exchange price for technologies								$ 171,595
Installment payment for technologies					$ 42,898	$ 42,899	$ 42,899	$ 42,899
Accounts payable			$ 42,899

Related Party Transactions (Det

Related Party Transactions (Details Narrative)

May 11, 2017$ / sharesshares

Feb. 10, 2017shares

Feb. 02, 2017shares

Jan. 10, 2017shares

Sep. 09, 2016USD ($)shares

Feb. 02, 2016USD ($)$ / sharesshares

Oct. 19, 2017USD ($)

Oct. 16, 2017USD ($)$ / sharesshares

Jul. 21, 2017USD ($)$ / sharesshares

Jun. 28, 2017USD ($)$ / sharesshares

Sep. 25, 2014USD ($)Number

Dec. 31, 2017USD ($)$ / sharesshares

Dec. 31, 2016USD ($)$ / shares

Feb. 23, 2017USD ($)

Feb. 17, 2017shares

Common stock shares reserved under stock option plan

102,582

Accounts payable | $

$ 61,333

$ 33,290

Research and development expense | $

574,091

309,503

Charitable Grant Agreement [Member]

Donation to the University | $

$ 75,000

Donation periodic payment | $

$ 9,375

Number of installments | Number

8

Joseph Sierchio [Member] | Equity Option [Member]

Common stock shares reserved under stock option plan

70,000

Debt conversion converted instrument shares issued

38,642

Joseph Sierchio [Member] | Loan agreement [Member]

Convertible debt financing, Loan received | $

$ 25,000

Principal amount | $

$ 25,000

Accrued interest | $

$ 1,149

KCC [Member] | Series B Warrant [Member]

Exercise price | $ / shares

$ 0.46

Debt conversion converted instrument shares issued

2,173,913

Proceeds from issuance of common stock | $

$ 1,000,000

KCC [Member] | Loan agreement [Member]

Convertible debt financing, Loan received | $

$ 700,000

$ 395,000

Interest rate

7.00%

7.00%

Maturity date

Dec. 31, 2019

KCC [Member] | Loan agreement [Member] | Series E Warrant [Member]

Common stock shares reserved under stock option plan

584,416

Kenneth Kirkland [Member] | Equity Option [Member]

Common stock shares reserved under stock option plan

40,000

Debt conversion converted instrument shares issued

29,642

StemCell Systems [Member]

Incurred expenses | $

219,806

184,517

Satterlee Stephens LLP [Member]

Accounts payable | $

30,000

$ 11,750

University of Pittsburgh [Member] | August 1, 2017 [Member]

Research and development expense | $

171,595

Joseph Sierchio [Member]

Annual retainer payable | $

$ 6,000

Common stock shares reserved under stock option plan

75,000

50,000

Exercise price | $ / shares

$ 4.20

$ 1.91

Legal fees | $

$ 277,933

$ 168,775

Description for vested grant option

The 50,000 options became fully vested upon grant and the 75,000 options vested 50% on the date of grant and 50% one year hence.

Joseph Sierchio [Member] | Series F [Member]

Common stock shares reserved under stock option plan

7,246

Joseph Sierchio [Member] | Private Placement [Member]

Common stock shares reserved under stock option plan

10,000

Exercise price | $ / shares

$ 2.75

Maturity date

Oct. 16, 2022

Unit price per share | $ / shares

$ 2.50

Proceeds from units reserved for future issuance | $

$ 25,000

KCC [Member] | Series F Warrant [Member]

Exercise price | $ / shares

$ 3.01

Debt conversion converted instrument shares issued

114,493

Proceeds from issuance of common stock | $

$ 344,624

Number of warrants exercised shares

114,493

KCC [Member] | Series F [Member]

Common stock shares reserved under stock option plan

114,493

KCC [Member] | Private Placement [Member]

Common stock shares reserved under stock option plan

410,000

Exercise price | $ / shares

$ 2.68

Maturity date

Jul. 21, 2022

Unit price per share | $ / shares

$ 2.44

Proceeds from units reserved for future issuance | $

$ 1,000,400

Terms of agreement

Each unit consisted of one share of common stock and one Series G Warrant to purchase one (1) share of common stock at an exercise price of $2.68 per share through July 21, 2022.

KCC [Member] | March 1, 2017 [Member]

Debt conversion converted instrument shares issued

4,273,831

KCC [Member] | March 1, 2017 [Member] | Series C Warrant [Member]

Number of warrants exercised shares

3,092,637

KCC [Member] | March 1, 2017 [Member] | Series B Warrant [Member]

Number of warrants exercised shares

1,326,087

Chief Financial Officer [Member] | Thomas bold [Member]

Common stock shares reserved under stock option plan

40,000

Debt conversion converted instrument shares issued

34,296

Dr. Gerlach [Member]

Accounts payable | $

$ 17,640

18,540

Compensation expense for services | $

38,540

42,480

Dr. Gerlach [Member] | Series A [Member]

Common stock shares reserved under stock option plan

240,000

Debt conversion converted instrument shares issued

204,571

Mr. Bhogal [Member]

Compensation expense for services | $

$ 81,600

$ 74,400

Individual owning issue and outstanding share percent

5.00%

Kenneth Kirkland [Member]

Annual retainer payable | $

$ 6,000

Common stock shares reserved under stock option plan

50,000

Exercise price | $ / shares

$ 1.91

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carryforwards	$ 2,480,000	$ 3,217,000
Intangible asset	85,000	158,000
Capital loss carryforward	146,000	236,000
Stock-based compensation	247,000	139,000
Deferred tax assets gross	2,958,000	3,750,000
Valuation allowance	(2,958,000)	(3,750,000)
Net deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 1
Statutory federal income tax rate	34.00%	34.00%
Permanent differences and other	(5.00%)	13.00%
Deferred tax impact from tax rate change	(50.00%)
Valuation allowance	21.00%	(47.00%)
Income tax provision (benefit)	0.00%	0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details Narrative
Statutory federal income tax rate	34.00%	34.00%
Increase in the valuation allowance	$ 792,000	$ 974,000
Net operating loss and contribution carryforwards	$ 11,810,000
Net operating loss and contribution carryforwards expiry	2018 through to the year 2037.
Capital loss carryforward expiration period	During 2,018
Tax Reform description	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.
Deferred tax assets	$ 1,831,000
Reduction in U.S. federal corporate income tax rate	21.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Feb. 12, 2018	Feb. 11, 2018	Feb. 03, 2018	Jan. 10, 2017	Feb. 22, 2018	Feb. 13, 2018	Jan. 26, 2018	Jan. 25, 2018	Dec. 31, 2017	Dec. 31, 2016	May 11, 2017
Common stock shares reserved for future issuance upon conversion of debt									102,582
Research and development expense									$ 574,091	$ 309,503
Kenneth Kirkland [Member]
Common stock shares reserved for future issuance upon conversion of debt									50,000
Joseph Sierchio [Member]
Common stock shares reserved for future issuance upon conversion of debt									50,000		75,000
Series A Warrant [Member] | Dr. Gerlach [Member]
Common stock shares issued upon conversion of debt				204,571
Common stock shares reserved for future issuance upon conversion of debt				240,000
Subsequent Event [Member]
Common stock shares issued upon conversion of debt		40,000
Common stock shares reserved for future issuance upon conversion of debt		17,480
Subsequent Event [Member] | KCC pursuant [Member]
Convertible debt financing, principal amount							$ 1,095,000
Maturity date							Dec. 31, 2019
Subsequent Event [Member] | Thomas bold [Member]
Common stock shares issued upon conversion of debt			60,000
Common stock shares reserved for future issuance upon conversion of debt			44,083
Subsequent Event [Member] | Kenneth Kirkland [Member]
Common stock shares issued upon conversion of debt					50,000
Common stock shares reserved for future issuance upon conversion of debt					41,033
Subsequent Event [Member] | Joseph Sierchio [Member]
Common stock shares issued upon conversion of debt					37,500
Common stock shares reserved for future issuance upon conversion of debt					22,711
Subsequent Event [Member] | University of Pittsburgh [Member]
Research and development expense								$ 85,798
Subsequent Event [Member] | Series D [Member]
Common stock shares issued upon conversion of debt						100,000
Exercise price						$ 1.10
Proceeds from issuance of warrants						$ 110,000
Subsequent Event [Member] | Series A Warrant [Member] | Dr. Gerlach [Member]
Common stock shares issued upon conversion of debt	480,000
Common stock shares reserved for future issuance upon conversion of debt	457,480
Subsequent Event [Member] | Series F Warrants [Member} | Joseph Sierchio [Member]
Common stock shares issued upon conversion of debt					7,246
Common stock shares reserved for future issuance upon conversion of debt					4,899
Subsequent Event [Member] | Series H Warrants [Member} | Joseph Sierchio [Member]
Common stock shares issued upon conversion of debt					10,000
Common stock shares reserved for future issuance upon conversion of debt					7,418