Protagenic Therapeutics (PTIX) 10-K 2 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 30, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	Protagenic Therapeutics, Inc.\new
Entity Central Index Key	1,022,899
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 15,230,814
Entity Common Stock, Shares Outstanding		10,261,419
Trading Symbol	PTIX
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	$ 399,687	$ 3,100,398
Marketable securities	1,285,753
Prepaid expenses	94,542	60,417
TOTAL CURRENT ASSETS	1,779,982	3,160,815
EQUIPMENT - NET	1,022	1,097
TOTAL ASSETS	1,781,004	3,161,912
CURRENT LIABILITIES
Accounts payable and accrued expenses	135,854	167,987
Derivative liability	425,838	516,870
TOTAL CURRENT LIABILITIES	561,692	684,857
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock
Common stock, $.0001 par value, 100,000,000 shares authorized, 10,261,419 shares issued and outstanding at December 31, 2017, and 10,257,078 shares issued and outstanding at December 31, 2016	1,026	1,026
Additional paid-in-capital	12,227,849	11,239,786
Accumulated deficit	(10,841,759)	(8,582,123)
Accumulated other comprehensive loss	(167,805)	(181,635)
TOTAL STOCKHOLDERS’ EQUITY	1,219,312	2,477,055
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,781,004	3,161,912
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock	$ 1	$ 1

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,261,419	10,257,078
Common stock, shares outstanding	10,261,419	10,257,078
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	18,000,000	18,000,000
Preferred stock, shares issued	872,766	872,766
Preferred stock, shares outstanding	872,766	872,766

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
REVENUE
OPERATING AND ADMINISTRATIVE EXPENSES
Research and development	717,452	417,866
General and administrative	1,647,872	1,411,466
Goodwill impairment		404,169
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES	2,365,324	2,233,501
LOSS FROM OPERATIONS	(2,365,324)	(2,233,501)
OTHER (EXPENSE) INCOME
Interest income	13,890	907
Interest expense - stockholder		(7,162)
Realized loss on foreign exchange transactions		(6,625)
Realized gain on marketable securities	766
Change in fair value of derivative liability	91,032	(29,445)
TOTAL OTHER (EXPENSE) INCOME	105,688	(42,325)
NET LOSS	(2,259,636)	(2,275,826)
Other Comprehensive Income -  net of tax
Net unrealized gain (loss) on marketable securities	(1,426)
Foreign exchange translation gain (loss)	15,256	(32,984)
TOTAL COMPREHENSIVE LOSS	$ (2,245,806)	$ (2,308,810)
Net loss per share - Basic and Diluted	$ (0.22)	$ (0.43)
Weighted average common shares - Basic and Diluted	10,261,419	5,306,035

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($)	Series A Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated (Deficit) [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Beginning balance at Dec. 31, 2015		$ 761	$ 5,886,971	$ (6,306,297)	$ (100,000)	$ (148,651)	$ (667,216)
Beginning balance, shares at Dec. 31, 2015		7,612,838			(1,000,000)
Atrinsic shares converted	$ 1	$ 3	63,381				63,385
Atrinsic shares converted, shares	297,468	25,867
Protagenic shares converted	$ 6	$ (761)	(99,245)		$ 100,000
Protagenic shares converted, shares	6,612,838	(7,612,838)			1,000,000
Private offerings, net of expenses	$ 4		4,761,793				4,761,797
Private offerings, net of expenses, shares	4,108,460
Foreign currency translation gain (loss)						(32,984)	(32,984)
Stock compensation - stock options			546,134				546,134
Conversion of series B Preferred Stock	$ (10)	$ 1,015	(1,005)
Conversion of series B Preferred Stock, shares	(10,146,000)	10,146,000
Conversion of Bridge loan		$ 6	75,259				75,265
Conversion of Bridge loan, shares		60,211
Stock options converted to common		$ 2	6,498				6,500
Stock options converted to common, shares		25,000
Net Loss				(2,275,826)			(2,275,826)
Ending balance at Dec. 31, 2016	$ 1	$ 1,026	11,239,786	(8,582,123)		(181,635)	2,477,055
Ending balance, shares at Dec. 31, 2016	872,766	10,257,078
Foreign currency translation gain (loss)						15,256	15,256
Stock compensation - stock options			888,281				888,281
Unrealized gain (loss) on marketable securities						(1,426)	(1,426)
Adjustment to common stock
Adjustment to common stock, shares		4,341
Modification of warrants			99,782				99,782
Net Loss				(2,259,636)			(2,259,636)
Ending balance at Dec. 31, 2017	$ 1	$ 1,026	$ 12,227,849	$ (10,841,759)		$ (167,805)	$ 1,219,312
Ending balance, shares at Dec. 31, 2017	872,766	10,261,419

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	$ (2,259,636)	$ (2,275,826)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	148	534
Goodwill impairment		404,169
Stock based compensation	888,281	546,134
Accretion to bridge loan		7,162
Legal fees satisfied through issuance of Series B preferred stock		150,000
Change in fair value of the derivative liability	(91,032)	29,445
Gain on sale of marketable securities	(766)
Modification of warrants	99,782
Changes in operating assets and liabilities
Prepaid expenses	(34,125)	(60,417)
Other receivables		6,230
Accounts payable and accrued expenses	17,259	52,250
NET CASH USED IN OPERATING ACTIVITIES	(1,380,089)	(1,140,319)
CASH FLOWS USED IN INVESTING ACTIVITIES
Sale of marketable securities	2,145,000
Purchase of marketable securities	(3,431,414)
NET CASH USED IN INVESTING ACTIVITIES	(1,286,414)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from conversion of stock options		6,500
Proceeds from bridge loan		19,000
Proceeds from issuance of Series B Preferred Stock		4,258,438
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,283,938
Effect of exchange rate on cash and cash equivalents	(34,208)	(46,564)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(2,700,711)	3,097,055
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3,100,398	3,343
CASH AND CASH EQUIVALENTS, END OF PERIOD	399,687	3,100,398
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest expense
Cash paid for income taxes
NONCASH TRANSACTIONS
Unrealized loss on marketable securities	1,427
Debt settled with issuance of Series B preferred stock		425,265
Reclassification of warrants to derivative liabilities from equity		487,425
Shares issued in connection with reverse business combination		404,169
Accrued liabilities paid through the issuances of Series B preferred stock		150,000
Series B Preferred stock converted to common stock		$ 10

Organization and Nature of Busi

Organization and Nature of Business	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc., a corporation formed in 2006 under the laws of the Province of Ontario, Canada. The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Act, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. through a reverse merger. On June 17, 2016, Protagenic Therapeutics, Inc. (the then wholly-owned subsidiary of Atrinsic, Inc.) was merged with and into Atrinsic, Inc. Atrinsic, Inc. was the surviving corporation in this merger and changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc. Reverse Business Combination (Merger) On February 12, 2016 (“Closing Date”), Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company (which at the time was named Atrinsic, Inc.), merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of prior Protagenic and will continue the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc. On the Closing Date, all of the issued and outstanding (6,612,838) shares of Prior Protagenic common stock converted, on a 1 for 1 basis, into shares of the Company’s Series B Convertible Preferred Stock, par value $0.000001 per share (“Series B Preferred Stock”). Also on the Closing Date, all of the issued and outstanding options to purchase shares of Prior Protagenic common stock, and all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 for 1 basis, into options (the “New Options”) and warrants (the “New Warrants”) respectively, to purchase shares of Series B Preferred Stock. New Options to purchase 1,807,744 shares of Series B Preferred Stock, having an average exercise price of approximately $0.87 per share, were issued to Prior Protagenic optionees. New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.03 per share were issued to holders of Prior Protagenic warrants. The common stockholders of Atrinsic, Inc. before the Merger (“Predecessor”) retained 25,867 shares of common stock, par value $0.0001 per share (the “Common Stock”). Upon the effectiveness of the Merger, the holders of the Predecessor’s Series A Preferred Stock exchanged all of the issued and outstanding Series A Preferred Stock for an aggregate of 297,468 shares of Series B Preferred Stock. In addition, the holders of options to purchase Predecessor common stock were issued options (“Predecessor Options”) to purchase 17,784 shares of Series B Preferred Stock at $1.25 per share. Warrants (“Predecessor Warrants”) to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share were issued to Strategic Bio Partners, LLC, the designee (the “Designee”) of the holders of the Predecessor’s debt in consideration of the cancellation of such debt amounting to $665,000 in principal and $35,000 in interest. The Merger is being accounted for as a “Reverse Business Combination,” and Prior Protagenic is deemed to be the accounting acquirer in the merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Prior Protagenic, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Prior Protagenic, historical operations of Prior Protagenic and combined operations of Prior Protagenic, Predecessor and the Company from the Closing Date of the Merger. Further, as a result of the issuance of the shares of Series B Preferred Stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger. The Merger will be treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Predecessor before the Merger will be replaced with the historical financial statements of Prior Protagenic before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”). At the closing of the Merger, Predecessor had a 51% interest in MomSpot, and the remaining 49% was held by B.E. Global LLC. Barry Eisenberg is the sole owner of B.E. Global LLC and is the Chief Executive Officer of MomSpot LLC. Immediately after the closing of the Merger, the Company split off its 51% membership interests in MomSpot. The split-off was accomplished through the transfer of all of its membership interests of MomSpot, having nominal value, to B.E. Global LLC via a split off agreement for nominal consideration. Immediately after the closing of the Merger, the Company also split off all of its equity interest in 29 wholly-owned subsidiaries of Predecessor. The split-off was accomplished through the sale of all equity interests in these wholly-owned subsidiaries to Quintel Holdings, Inc. for nominal considerations via a split off agreement. These entities had nominal value. Private Offering Concurrently and a condition of the closing of the Merger, the Company conducted the first closing of an offering (the “Private Offering”) of our Series B Preferred Stock. At the first closing, we sold 2,775,000 shares of Series B Preferred Stock at a purchase price of $1.25 per share, for which we received total gross consideration of $3,468,750. Of this amount, $350,000 consisted of the conversion of outstanding stockholder debt held by Garo H. Armen, our Chairman and a member of our Board of Directors, and $150,000 of legal expenses incurred by Strategic Bio Partners, LLC, on behalf of the stockholders of Predecessor, in conjunction with and as permitted under the terms of the Merger. On March 2, 2016, we completed the second closing of the Private Offering, at which we sold an additional 913,200 shares of Series B Preferred Stock, for total gross proceeds of $1,141,500. On April 15, 2016 we completed the final closing of the Private Offering, at which we issued an additional 420,260 shares of Series B Preferred Stock to accredited investors, for total gross proceeds of $525,325. The Company paid commissions, legal and miscellaneous fees aggregating $373,778 associated with these closings. We also issued Placement Agent Warrants to purchase 127,346 shares of Series B Preferred Stock valued at $146,641 using a Black-Scholes model at an exercise price of $1.25 per share to the Placement Agent and its selected dealers. The Company determined the fair value of the binomial lattice model and the Black-Scholes valuation model to be materially the same. For all three closings, the Company issued 4,108,460 shares of Series B Preferred Stock and raised total gross proceeds of $4,635,575 and total net proceeds of $4,261,797 (or total gross proceeds of $5,135,575 and total net proceeds of $4,761,797, including the conversion of the $350,000 in principal of stockholder debt, and $150,000 of legal expenses incurred by the Predecessor’s stockholders. Debt Exchange Simultaneous with the Merger and the Private Offering, holders of $665,000 of Predecessor debt accompanied with $35,000 in accrued interest exchanged such debt for Predecessor Warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share. The Predecessor Warrants were valued at $340,784 (see Note 6). Reverse Stock Split On June 17, 2016, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved a third amendment and restatement (the “Third Amendment and Restatement”) to the Company’s Amended and Restated Certificate of Incorporation, effective July 27, 2016 (the “Effective Time”), to effect a one-for-15,463.7183 reverse split of the Company’s common stock (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, at the Effective Time, each 15,463.7183 shares of common stock owned by a stockholder were combined into one new share of common stock, with any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split being rounded up to the nearest whole share. The Third Amendment and Restatement also effected (i) a reduction in the Company’s authorized shares of common stock from 100 billion shares to 100 million shares, (ii) an increase in the par value of the Company’s common stock from $0.000001 per share to $0.0001 per share and (iii) a reduction in the Company’s authorized shares of preferred stock from 5 billion shares to 20 million shares. As a result of the Reverse Split, 400,000,000 shares of common stock were split into 25,867 shares of common stock. Additionally, as a result of the Reverse Split and in accordance with our certificate of designations for our Series B Preferred Stock, our Series B Preferred Stock immediately and automatically converted into our common stock on a 1-for-1 basis other than any Series B Preferred Stock (i) to the extent (but only to the extent) a Series B Preferred Stock holder would beneficially own greater than 9.99% of our common stock (the “Springing Blocker”) and (ii) such holder has notified the Company in writing that it wants the Springing Blocker to apply to such holder. On July 27, 2016, 10,146,000 of the Company’s 11,018,766 outstanding shares of Series B Preferred Stock were eligible to immediately convert into 10,146,000 shares of the Company’s common stock with 872,766 shares of Series B Preferred Stock remaining as a result of one holder exercising the Springing Blocker. As of December 31, 2016, 10,146,000 shares of the Series B Preferred Stock were converted into 10,146,000 shares of common stock on the records of the Company. Any Series B Preferred Stock not converted as a result of this provision would automatically convert into common stock as soon as such conversion would not violate the Springing Blocker. Our Series B Preferred Stock will cease to be designated as a separate series of our preferred stock when all of such shares have converted into shares of our common stock. All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse split.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 2 - GOING CONCERN As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $2,259,636 and $2,275,826 for the years ended December 31, 2017 and 2016, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $10,841,759 as of December 31, 2017. The net loss presented for the twelve months is attributed to an increase in research and development expense and an increase in stock compensation expense. The net loss present for the prior period was attributed to goodwill impairment, an increase in professional fees as related to the Merger, and an increase in stock compensation expense. The Company anticipates further losses in the development of its business. The Company had a net working capital of $1,218,290 at December 31, 2017 as a result of the Merger and simultaneous financings. Based on its current forecast and budget, Management believes that its cash resources will be sufficient to fund its operations at least until the third quarter of 2018. Absent generation of sufficient revenue from the execution of the Company’s business plan, it will need to obtain debt or equity financing by the fourth quarter of 2018. As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2017, a net loss and net cash used in operating activities for the year ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in consolidation. Principles of consolidation The consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, impairment of goodwill, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2017, and 2016, the Company did not have any cash equivalents. Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is 3 years. Depreciation expense was not material for the years ended December 31, 2017 and 2016. Marketable Securities The Company accounts for marketable debt and equity securities, available for sale, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”). Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale and equity securities that have readily determinable fair values that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized except an available-for-sale security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4. During the year ended December 31, 2017 the Company purchased $3,431,414 and sold $2,145,000 in marketable securities with a realized gain of $766 and an unrealized loss of $1,427. As of December 31, 2017, the Company owns marketable securities with a total value of $1,285,753. As of December 31, 2017, the marketable securities have maturity dates ranging from January 4, 2018 to February 22, 2018. Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews annually and more frequently in certain circumstances. The Company performs the annual assessment on December 31. In accordance with ASC 350–20 “ Goodwill Atrinsic’s assets and liabilities acquired in the Merger had a minimal value therefore the Company recorded the fair value of shares given to predecessor stockholders as goodwill. Immediately subsequent to the merger the Company fully impaired the goodwill, in as the predecessor business had limited operations. The allocation of the consideration transferred is as follows: Shares issued in connection with Merger: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger 404,169 Fair value of net assets identified - Goodwill 404,169 Net value of consideration $ - Goodwill impairment for the year ended December 31, 2016 was $404,169. As of December 31, 2017, the goodwill was $0. Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,285,753 — 1,285,753 — 1,285,753 Derivative warrants liabilities $ (425,838 ) $ — $ — $ (425,838 ) $ (425,838 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2016. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ (516,870 ) $ — $ — $ (516,870 ) $ (516,870 ) The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2017: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2016 $ 516,870 Change in fair value of derivative warrants liabilities (91,032 ) Balance, December 31, 2017 $ 425,838 The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions: February 12, 2016 December 31, 2016 December 31, 2017 Exercise price $ 1.25 $ 1.25 1.25 Risk free interest rate 1.20 % 1.93 % 1.98 % Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 156 % 219 % 144 % Contractual term 5.0 years 4.25 years 3.15 Years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the year ended December 31, 2017 and 2016, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $91,032 and a gain of $29,445 relating to the change in fair value, respectively. Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the 2016 Plan payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The company recognizes the impact of forfeitures when they occur. Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees, Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially Outstanding Dilutive Common Shares For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Option 3,566,299 2,484,445 Warrant 3,826,658 3,826,658 Total potentially outstanding dilutive common shares 8,265,723 7,183,869 Research and Development Research and development expenses are charged to operations as incurred. Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary. Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09, which is not yet effective. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842).

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: December 31, 2017 December 31, 2016 Legal $ - $ 1,190 Accounting 161 - Patent expense - 37,142 Research and development 124,728 116,255 Other 10,965 13,400 $ 135,854 $ 167,987

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	NOTE 5 - DERIVATIVE LIABILITIES Upon closing of the private placement transactions on February 12, 2016, the Company issued 127,346 and 295,945 warrants, to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively, to purchase the Company’s Series B Preferred Stock with an exercise price of $1.25 and a five-year term. The warrants have a cashless exercise feature that requires the Company to classify the warrants as a derivative liability.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity (Deficit)	NOTE 6 - STOCKHOLDERS’ EQUITY (DEFICIT) Stock-Based Compensation In connection with the consummation of the Merger completed on February 12, 2016, we adopted the pre-merger Protagenic Therapeutics, Inc.’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted our 2016 Equity Compensation Plan (the “2016 Plan”) and, as a result, we terminated the 2006 Plan. We will not grant any further awards under the 2006 Plan. All outstanding grants under the 2006 Plan will continue in effect in accordance with the terms of the particular grant and the 2006 Plan. Pursuant to the 2016 Plan, the Company’s Compensation Committee may grant awards to any employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. On January 1, 2017, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 shares. As a result of this increase, as of January 1, 2017, the aggregate number of shares of common stock available for awards under the 2016 Plan is 2,712,678. Options issued under the 2016 Plan are exercisable for up to 10 years from the date of issuance. There were 3,566,299 options outstanding as of December 31, 2017. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.25 - $1.75 Expected dividend yield 0 % Risk free interest rate 1.54% - 2.40 % Expected life in years 5 Expected volatility 146% - 266 % There were 2,484,445 options outstanding as of December 31, 2016. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 0.26 - $1.25 Expected dividend yield 0 % Risk free interest rate 1.01% - 2.43 % Expected life in years 5 Expected volatility 85% - 213 % The following is an analysis of the stock option grant activity under the Plan: Weighted Average Weighted Average Number Exercise Price Remaining Life Stock Options Outstanding January 1, 2016 1,707,744 $ 0.84 6.45 Granted 1,308,300 $ 1.25 10.35 Expired (506,599 ) $ 0.26 Converted (25,000 ) $ 0.26 Outstanding December 31, 2016 2,484,445 $ 1.18 9.82 Granted 1,103,000 $ 1.68 8.96 Expired (21,146 ) $ 1.00 Outstanding December 31, 2017 3,566,299 $ 1.33 8.05 A summary of the status of the Company’s nonvested shares as of December 31, 2017, and changes during the year ended December 31, 2017, is presented below: Nonvested Shares Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2017 1,211,463 $ 1.25 Granted 1,103,000 $ 1.68 Vested (800,456 ) $ 1.36 Forfeited (21,146 ) $ 1.00 Nonvested at December 31, 2017 1,492,861 $ 1.54 As of December 31, 2017, the Company had 3,566,299 shares issuable under options outstanding at a weighted average exercise price of $1.33 and an intrinsic value of $181,537. The total number of options granted during the year ended December 31, 2017 and 2016 was 1,103,000 and 1,308,300, respectively. The exercise price for these options was $1.25 per share or $1.75 per share. The Company recognized compensation expense related to options issued of $888,281 and $546,134 during the years ended December 31, 2017 and 2016, respectively, which is included in general and administrative expenses. For the year ended December 31, 2017, $635,400 of the stock compensation was related to employee and $281,568 was related to non-employees. As of December 31, 2017, the unamortized stock option expense was $1,796,263 with $1,039,638 being related to employees and $756,625 being related to non-employees. As of December 31, 2017, the weighted average period for the unamortized stock compensation to be recognized is 8.19 years. On October 16, 2017, the Board granted 953,000 options to employees, consultants and Board members. These options shall have 10-year expiration dates, 12 to 48 month vesting cycles, and a strike price of $1.75 per share. Warrants: In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock, converted, on a 1 for 1 basis, into new warrants (the “ New Warrants Simultaneous with the Merger and the Private Offering, New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.05 per share were issued to holders of Prior Protagenic warrants; additionally, holders of $665,000 of our debt and $35,000 of accrued interest exchanged such debt for five-year warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share. Placement Agent Warrants to purchase 127,346 shares of Series B Preferred Stock at an exercise price of $1.25 per share were issued in connection with the Private offering. These warrants to purchase 423,291 shares of Series B Preferred Stock have been recorded as derivative liabilities. See Note 5. A summary of warrant issuances are as follows: Weighted Average Weighted Average Number Exercise Price Remaining Life Warrants Outstanding January 1, 2017 3,826,658 $ 1.05 5.61 Granted - - - Outstanding December 31, 2017 3,826,658 $ 1.05 4.69 As of December 31, 2017 the Company had 3,826,658 shares issuable under warrants outstanding at a weighted average exercise price of $1.05 and an intrinsic value of $763,342. During the year ended December 31, 2017, the expiration date for the 100,000 share warrant held by a former consultant was extended by 3 years from January 2, 2017 to January 2, 2020. Related to this warrant modification a compensation expense of $99,782 was recorded.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 7 – INCOME TAXES The components of loss before income taxes are as follows: 2017 2016 Domestic (2,134,722 ) (2,182,114 ) Foreign (124,914 ) (93,712 ) Loss before income taxes (2,259,636 ) (2,275,826 ) The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2017 and 2016. For the years ended December 31, 2017 and 2016, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows: 2017 2016 Income taxes at Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of Federal income tax effect (8.4 )% (16.0 )% Perm difference 0.0 % (7.0 )% Foreign tax rate differential (0.2 )% (0.2 )% Change in valuation allowance 42.6 )% 50.4 % Other 0.0 )% 6.8 % Income tax provision 0.0 )% 0.0 % In December 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act makes changes to U.S. tax law, including a reduction in the corporate tax rate from 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has made reasonable estimates of the effects in its consolidated financial statements as of December 31, 2017. As the Company collects and prepares necessary data and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, the SEC, and other standard-setting bodies, it may make adjustments to the provisional amounts. The accounting for the tax effects of the Tax Act will be completed in 2018. The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: 2017 2016 U.S. net operating loss carryforwards 2,168,000 1,899,000 Stock compensation 472,000 449,000 Canadian Provincial income tax losses 123,000 116,000 Canadian Provincial scientific investment tax credits - 56,000 2,763,000 2,520,000 Valuation allowance (2,763,000 ) (2,520,000 ) Net deferred tax assets - - As of December 31, 2017 and 2016, the Company had federal net operating loss carryforwards (“NOL”) of approximately $5,287,000 and $4,338,000, respectively. The losses expire beginning in 2024. The Company has not performed a detailed analysis to determine whether an ownership change under IRC Section 382 has occurred. The effect of an ownership change would be the imposition of annual limitation on the use of NOL carryforwards attributable to periods before the change Any limitation may result in expiration of a portion of the NOL before utilization. As of December 31, 2017 and 2016, the Company had state and local net operating loss carryforwards of approximately $5,272,000 and $4,331,000, respectively, to reduce future state tax liabilities also through 2035. As of December 31, 2017 and 2016, the Company had Canadian NOL of approximately $1,002,000 and $771,000, respectively. The Canadian losses expire in stages beginning in 2026. As of December 31, 2017 and 2016, the Company also has unclaimed Canadian federal scientific research and development investment tax credits, which are available to reduce future federal taxes payable of approximately $0 and $56,000 respectively. As a result of losses and uncertainty of future profit, the net deferred tax asset has been fully reserved. The net change in the valuation allowance during the years ended December 31, 2017 and 2016 was an increase of $243,000 and $1,148,000, respectively. Foreign earnings are assumed to be permanently reinvested. U.S. Federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2017 and 2016. The Company is required to file U.S. federal and state income tax returns. These returns are subject to audit by tax authorities beginning with the year ended December 31, 2013.

Collaborative Agreements

Collaborative Agreements	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaborative Agreements	NOTE 8 - COLLABORATIVE AGREEMENTS The Company and the University of Toronto, a stockholder of the Company (the “University”) entered into an agreement effective December 14, 2004 (the “Research Agreement”) for the performance of a research project titled “Evidence for existence of TCAP receptors in neurons” (the “Project”). The Research Agreement expired on March 31, 2013. The Company and the University entered into an agreement effective April 1, 2014 (the “New Research Agreement”) for the performance of a research project titled “Teneurin C-terminal Associated Peptide (“TCAP”) mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism” (the “New Project”). The New Project is to perform research related to work done by a professor at the University and stockholder of the Company (the “Professor”) in regard to TCAP mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism. In addition to the New Research Agreement, the Professor entered into an agreement with the University in order to commercialize certain technologies. The New Research Agreement expired on March 30, 2016. In February 2017, the New Research Agreement was extended to December 31, 2016 which allows for further development of the technologies and use of their applications. Upon expiration of the agreement, payments to the University and research support from the University will suspend until an agreement can be made. Prior to January 1, 2016, the University has been granted 25,000 stock options which are fully vested at the exercise price of $1.00 exercisable over a 10 year period which ends on April 1, 2022. As of December 31, 2016, the Professor has been granted 483,299 stock options, of which 297,190 are fully vested, at an exercise price of $1.00 exercisable over 10 or 13 year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026 or on March 1, 2027. On October 16, 2017, the profession was granted 20,000 stock options which vest monthly for 48 months, has an exercise price of $1.75 and expires on October 16, 2027 The sponsorship research and development expenses pertaining to the Research Agreements were $93,919 and $65,252 for the years ended December 31, 2017 and 2016, respectively.

Licensing Agreements

Licensing Agreements	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Licensing Agreements	NOTE 10 - LICENSING AGREEMENTS On July 31, 2005, the Company had entered into a Technology License Agreement (“License Agreement”) with the University pursuant to which the University agreed to license to the Company patent rights and other intellectual property, among other things (the “Technologies”). The Technology License Agreement was amended on February 18, 2015 and currently does not provide for an expiration date. Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% of net sales of any product based on the Technologies. If the Company elects to sublicense any rights under the License Agreement and amendment, the Company agrees to pay to the University 10% of any up-front sub-license fees for any sub-licenses that occurred on or after September 9, 2006, and, on behalf of the sub-licensee, 2.5% of net sales by the sub-licensee of all products based on the Technologies. The Company had no sales revenue for the years ended December 31, 2017 and 2016 and therefore was not subject to paying any royalties. In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3% per annum. All intellectual property rights resulting from the Technologies or improvements thereon will remain the property of the other inventors and/or the Professor, and/or the University, as the case may be. The Company has agreed to pay all out-of- pocket filing, prosecution and maintenance expenses in connection with any patents relating to the Technologies. In the case of infringement upon any patents relating to the Technologies, the Company may elect, at its own expense, to bring a cause of action asserting such infringement. In such a case, after deducting any legal expenses the Company may incur, any settlement proceeds will be subject to the 2.5% royalty payment owed to the University under the License Agreement and amendment. The patent applications were made in the name of the Professor and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the six intellectual patent properties.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 11 - COMMITMENTS AND CONTINGENCIES Consulting Agreement The Company had an employment agreement with a former officer (the “Former Officer”) which expired on December 31, 2015. The employment agreement indicated a salary of $6,489 per month plus a bonus, including healthcare benefits. The Former Officer was also granted 75,000 stock options, valued at $64,223 using the Black-Scholes calculation of which $53,519 was expensed in 2015. Upon the expiration of the employment agreement, the Company and Former Officer entered into a consulting agreement in its place, which provides that the Company may retain the Former Officer as a consultant on an as-needed basis. As a consultant, the Former Officer is responsible for Canadian financial reporting, data compilation, and document retrieval services, reporting to the Chief Financial Officer, and to endeavor to secure Canadian non-dilutive grant funding for the Company. The Former Officer has been granted 250,000 stock options in total, 25,000 of which expired unexercised. The remaining 225,000 are fully vested, at exercise prices of $1.00 and $1.25, with certain options expiring on March 30, 2021, March 1, 2024 and March 9, 2025. Either party may terminate the agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of the agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Former Officer will have any further obligations under the consulting agreement. The Company has accrued $0 to the Former Officer for research and development projects and paid the equivalent in U.S. dollars of $13,168 during the year ended December 31, 2017. Consulting Agreement PTI Canada entered into a consulting agreement with a stockholder of the Company (the “Consultant”) which, which as amended, expires on December 31, 2017. Pursuant to the consulting agreement, the Consultant is responsible for overseeing i) design and development of enzyme-linked immunosorbent assay (“ELISA”), assays for measuring TCAP, ii) evaluation of TCAP exposure biomarker assay, iii) development of pipeline peptides, and iv) development of clinically compatible formulations for TCAP, as well as all of the bench research and development of formulation and extraction methods. The Consultant has been granted 150,000 stock options, which are fully vested at exercise prices of $1.00 and $1.25, exercisable over 10 year periods which end either on March 30, 2021 or March 1, 2025. The Consultant is paid the Canadian equivalent of approximately US$2,370 per month. Either party may terminate the consulting agreement either (a) immediately at any time upon written notice to the other party in the event of a breach of the agreement by the other party which cannot be cured (i.e. breach of the confidentiality obligations) or (b) at any time without cause upon not less than fifteen (15) days’ prior written notice to the other party. Upon expiration or termination, neither the Company nor Consultant will have any further obligations under the consulting agreement. The Company has accrued $0 to pay the Consultant for research and development projects during the year ended December 31, 2017 and paid $25,449 during the year ended December 31, 2017. Legal Proceedings From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 12 - SUBSEQUENT EVENTS On January 24, 2018, the company entered into a consulting agreement (the “Agreement”) with NeuroAssets Sàrl (“Consultant”), a Swiss company. Under the Agreement, Consultant will provide us with advisory services relating to introductions and presentations to pharmaceutical companies who could potentially become our corporate partners. The Agreement may be terminated by either party at any time upon notice. The Company plans to pay Consultant $5,000 per month until such time as the Agreement is terminated. The Agreement also provided for the grant of options to Consultant. Accordingly, on February 20, 2018, the Compensation Committee of the Company’s Board of Directors approved a grant of 200,000 options under our 2016 Equity Compensation Plan. The options vest over 48 months in equal monthly installments with the first monthly vesting event scheduled to occur on March 20, 2018, have a term of 10 years and are exercisable at a price of $1.75 per share. The vesting of the options will accelerate if a corporate partnership results from an introduction made by Consultant. During the first quarter the company granted 80,000 stock options to four consultants. 50,000 of these options vest immediately and the remaining 30,000 options vest monthly over 48 months, have an exercise price of $1.75, and have a term of 10 years.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in consolidation.
Principles of Consolidation	Principles of consolidation The consolidated financial statements include the accounts of Atrinsic, Inc., and its wholly owned subsidiary, Protagenic Acquisition Corp, and Protagenic Therapeutics, Inc., which merged with and into Protagenic Acquisition Corp, on February 12, 2016, as well as Protagenic Therapeutics’ wholly-owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Use of Estimates	Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the consolidated financial statements include the allocation of the fair value of acquired assets and liabilities associated with the Merger, income tax provisions, impairment of goodwill, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance.
Reclassification	Reclassification Certain prior period amounts have been reclassified to conform to current period presentation.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2017, and 2016, the Company did not have any cash equivalents.
Equipment	Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is 3 years. Depreciation expense was not material for the years ended December 31, 2017 and 2016.
Marketable Securities	Marketable Securities The Company accounts for marketable debt and equity securities, available for sale, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”). Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale and equity securities that have readily determinable fair values that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized except an available-for-sale security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4. During the year ended December 31, 2017 the Company purchased $3,431,414 and sold $2,145,000 in marketable securities with a realized gain of $766 and an unrealized loss of $1,427. As of December 31, 2017, the Company owns marketable securities with a total value of $1,285,753. As of December 31, 2017, the marketable securities have maturity dates ranging from January 4, 2018 to February 22, 2018.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews annually and more frequently in certain circumstances. The Company performs the annual assessment on December 31. In accordance with ASC 350–20 “ Goodwill Atrinsic’s assets and liabilities acquired in the Merger had a minimal value therefore the Company recorded the fair value of shares given to predecessor stockholders as goodwill. Immediately subsequent to the merger the Company fully impaired the goodwill, in as the predecessor business had limited operations. The allocation of the consideration transferred is as follows: Shares issued in connection with Merger: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger 404,169 Fair value of net assets identified - Goodwill 404,169 Net value of consideration $ - Goodwill impairment for the year ended December 31, 2016 was $404,169. As of December 31, 2017, the goodwill was $0.
Fair Value Measurements	Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,285,753 — 1,285,753 — 1,285,753 Derivative warrants liabilities $ (425,838 ) $ — $ — $ (425,838 ) $ (425,838 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2016. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ (516,870 ) $ — $ — $ (516,870 ) $ (516,870 ) The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2017: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2016 $ 516,870 Change in fair value of derivative warrants liabilities (91,032 ) Balance, December 31, 2017 $ 425,838 The fair value of the derivative feature of the 127,346 and 295,945 warrants to the placement agent of the private offering and to Strategic Bio Partners for debt cancellation, respectively on the issuance dates and at the balance sheet date were calculated using a Black-Scholes option model valued with the following assumptions: February 12, 2016 December 31, 2016 December 31, 2017 Exercise price $ 1.25 $ 1.25 1.25 Risk free interest rate 1.20 % 1.93 % 1.98 % Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 156 % 219 % 144 % Contractual term 5.0 years 4.25 years 3.15 Years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the year ended December 31, 2017 and 2016, the Company marked the derivative feature of the warrants to fair value and recorded a loss of $91,032 and a gain of $29,445 relating to the change in fair value, respectively.
Derivative Liability	Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the 2016 Plan payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The company recognizes the impact of forfeitures when they occur.
Stock-Based Compensation for Non-Employees	Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASC 505-50, Equity – Equity Based Payments to Non-Employees,
Basic and Diluted Net (Loss) Per Common Share	Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. Potentially Outstanding Dilutive Common Shares For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Option 3,566,299 2,484,445 Warrant 3,826,658 3,826,658 Total potentially outstanding dilutive common shares 8,265,723 7,183,869
Research and Development	Research and Development Research and development expenses are charged to operations as incurred.
Foreign Currency Translation	Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update affect the guidance in Update 2014-09, which is not yet effective. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842).

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Schedule of Business Acquisitions, by Acquisition	The allocation of the consideration transferred is as follows: Shares issued in connection with Merger: Atrinsic 25,867 shares Common stock $ 32,334 Atrinsic Series A preferred stock as converted to Series B preferred stock, 297,468 shares 371,835 Total value of shares issued to Atrinsic on Merger 404,169 Fair value of net assets identified - Goodwill 404,169 Net value of consideration $ -
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2017. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities 1,285,753 — 1,285,753 — 1,285,753 Derivative warrants liabilities $ (425,838 ) $ — $ — $ (425,838 ) $ (425,838 ) The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2016. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ (516,870 ) $ — $ — $ (516,870 ) $ (516,870 )
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2017: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2016 $ 516,870 Change in fair value of derivative warrants liabilities (91,032 ) Balance, December 31, 2017 $ 425,838
Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques	February 12, 2016 December 31, 2016 December 31, 2017 Exercise price $ 1.25 $ 1.25 1.25 Risk free interest rate 1.20 % 1.93 % 1.98 % Dividend yield 0.00 % 0.00 % 0.00 % Expected volatility 156 % 219 % 144 % Contractual term 5.0 years 4.25 years 3.15 Years
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share	Potentially Outstanding Dilutive Common Shares For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Option 3,566,299 2,484,445 Warrant 3,826,658 3,826,658 Total potentially outstanding dilutive common shares 8,265,723 7,183,869

Accounts Payable and Accrued 20

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following at: December 31, 2017 December 31, 2016 Legal $ - $ 1,190 Accounting 161 - Patent expense - 37,142 Research and development 124,728 116,255 Other 10,965 13,400 $ 135,854 $ 167,987

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.25 - $1.75 Expected dividend yield 0 % Risk free interest rate 1.54% - 2.40 % Expected life in years 5 Expected volatility 146% - 266 % The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 0.26 - $1.25 Expected dividend yield 0 % Risk free interest rate 1.01% - 2.43 % Expected life in years 5 Expected volatility 85% - 213 %
Schedule of Share-based Compensation, Stock Options, Activity	The following is an analysis of the stock option grant activity under the Plan: Weighted Average Weighted Average Number Exercise Price Remaining Life Stock Options Outstanding January 1, 2016 1,707,744 $ 0.84 6.45 Granted 1,308,300 $ 1.25 10.35 Expired (506,599 ) $ 0.26 Converted (25,000 ) $ 0.26 Outstanding December 31, 2016 2,484,445 $ 1.18 9.82 Granted 1,103,000 $ 1.68 8.96 Expired (21,146 ) $ 1.00 Outstanding December 31, 2017 3,566,299 $ 1.33 8.05
Schedule of Share-based Compensation Nonvested Shares	A summary of the status of the Company’s nonvested shares as of December 31, 2017, and changes during the year ended December 31, 2017, is presented below: Nonvested Shares Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2017 1,211,463 $ 1.25 Granted 1,103,000 $ 1.68 Vested (800,456 ) $ 1.36 Forfeited (21,146 ) $ 1.00 Nonvested at December 31, 2017 1,492,861 $ 1.54
Summary of Warrant Issuances	A summary of warrant issuances are as follows: Weighted Average Weighted Average Number Exercise Price Remaining Life Warrants Outstanding January 1, 2017 3,826,658 $ 1.05 5.61 Granted - - - Outstanding December 31, 2017 3,826,658 $ 1.05 4.69

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of Income Before Income Tax, Domestic and Foreign	The components of loss before income taxes are as follows: 2017 2016 Domestic (2,134,722 ) (2,182,114 ) Foreign (124,914 ) (93,712 ) Loss before income taxes (2,259,636 ) (2,275,826 )
Schedule of Effective Income Tax Rate Reconciliation	For the years ended December 31, 2017 and 2016, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows: 2017 2016 Income taxes at Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of Federal income tax effect (8.4 )% (16.0 )% Perm difference 0.0 % (7.0 )% Foreign tax rate differential (0.2 )% (0.2 )% Change in valuation allowance 42.6 )% 50.4 % Other 0.0 )% 6.8 % Income tax provision 0.0 )% 0.0 %
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: 2017 2016 U.S. net operating loss carryforwards 2,168,000 1,899,000 Stock compensation 472,000 449,000 Canadian Provincial income tax losses 123,000 116,000 Canadian Provincial scientific investment tax credits - 56,000 2,763,000 2,520,000 Valuation allowance (2,763,000 ) (2,520,000 ) Net deferred tax assets - -

Organization and Nature of Bu23

Organization and Nature of Business (Details Narrative)	Jul. 27, 2016shares	Jul. 17, 2016	Apr. 15, 2016USD ($)shares	Mar. 02, 2016USD ($)shares	Feb. 13, 2016	Feb. 12, 2016USD ($)$ / sharesshares	Feb. 12, 2016USD ($)$ / sharesshares	Feb. 12, 2016USD ($)$ / sharesshares	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2016USD ($)$ / sharesshares	Jul. 26, 2016$ / sharesshares
Preferred stock, par value | $ / shares									$ 0.000001	$ 0.000001
Number of stock options granted									1,103,000	1,308,300
Stock option weighted average exercise price per share | $ / shares									$ 1.68	$ 1.25
Stock issued during period, shares, reverse stock split, post-split	25,867
Common stock, par value | $ / shares						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.000001
Stock issued during period, value, conversion of convertible securities | $										$ 75,265
Common stock, shares authorized	400,000,000								100,000,000	100,000,000	10,000,000,000,000
Preferred stock, shares outstanding									0	0
Conversion of Outstanding Stockholder Debt [Member] | Predecessor's Stockholder [Member]
Stock issued during period, value, conversion of convertible securities | $									$ 150,000
Conversion of Outstanding Stockholder Debt [Member] | GaroHAmen [Member]
Stock issued during period, value, conversion of convertible securities | $									$ 350,000
Stock Conversion from Series B Preferred Stock to Common Stock [Member]
Conversion of stock, shares converted	10,146,000
Preferred stock, shares outstanding	11,018,766
Conversion of stock, shares issued	10,146,000
Private Placement [Member] | Commissions [Member]
Payments of stock issuance costs | $			$ 373,778
Momspot LLC [Member]
Noncontrolling interest, ownership percentage by parent						51.00%	51.00%	51.00%
Noncontrolling interest, ownership percentage by noncontrolling owners						49.00%	49.00%	49.00%
Interest ownership split off					51.00%
Debt Principal Conversion to Predecessor Warrants [Member]
Debt conversion, original debt, amount | $							$ 665,000
Debt Interest Conversion to Predecessor Warrants [Member]
Debt conversion, original debt, amount | $								$ 35,000
Predecessor's Stockholder [Member] | Conversion of Outstanding Stockholder Debt [Member]
Stock issued during period, value, conversion of convertible securities | $								150,000
Predecessor's Stockholder [Member] | Conversion of Outstanding Stockholder Debt [Member] | GaroHAmen [Member]
Stock issued during period, value, conversion of convertible securities | $								$ 350,000
Series B Convertible Preferred Stock [Member]
Preferred stock, par value | $ / shares									$ 0.000001	$ 0.000001
Conversion of stock, shares converted										10,146,000
Preferred stock, shares outstanding									872,766	872,766
Conversion of stock, shares issued										10,146,000
Series B Preferred Stock [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights						423,291	423,291	423,291
Warrants exercise price per share | $ / shares						$ 1.25	$ 1.25	$ 1.25
Number of stock sold during the period			420,260	913,200					2,775,000
Sale of stock price per share | $ / shares									$ 1.25
Number of stock sold on gross consideration received | $			$ 525,325	$ 1,141,500					$ 3,468,750
Stock issued during period, shares, new issues			4,108,460
Proceeds from issuance of private placement | $			$ 4,635,575
Proceeds from issuance of private placement, net of issuance costs | $			4,261,797
Series B Preferred Stock [Member] | Including Conversion of Principal and Interest [Member] | Private Placement [Member]
Proceeds from issuance of private placement | $			5,135,575
Proceeds from issuance of private placement, net of issuance costs | $			$ 4,761,797
Series B Preferred Stock [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights						295,945	295,945	295,945
Warrants exercise price per share | $ / shares						$ 1.25	$ 1.25	$ 1.25
Warrants issued for settlement and conversion of debt | $						$ 340,784
Series B Preferred Stock [Member] | Placement Agent Warrants [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights						127,346	127,346	127,346
Warrants exercise price per share | $ / shares						$ 1.25	$ 1.25	$ 1.25
Class of warrant or right, value of securities called by warrants or rights | $						$ 146,641	$ 146,641	$ 146,641
Series B Preferred Stock [Member] | Reverse Stock Split [Member]
Stockholders' equity note, stock split, conversion ratio		15,463.7183
Common Stock [Member]
Stock issued during period, shares, reverse stock split, post-split							25,867
Protagenic Therapeutics Inc [Member]
Stock issued during period, shares, conversion of series A preferred stock to series B preferred stock							297,468
Protagenic Therapeutics Inc [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights						295,945	295,945	295,945
Warrants exercise price per share | $ / shares						$ 1.25	$ 1.25	$ 1.25
Protagenic Therapeutics Inc [Member] | Placement Agent Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights						127,346	127,346	127,346
Warrants exercise price per share | $ / shares						$ 1.25	$ 1.25	$ 1.25
Protagenic Therapeutics Inc [Member] | Series B Convertible Preferred Stock [Member]
Common stock shares converted into preferred stock, shares								(6,612,838)
Preferred stock, par value | $ / shares						$ 0.000001	$ 0.000001	$ 0.000001
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member]
Number of stock options granted								1,807,744
Stock option weighted average exercise price per share | $ / shares								$ 0.87
Class of warrant or right, number of securities called by warrants or rights						3,403,367	3,403,367	3,403,367
Warrants exercise price per share | $ / shares						$ 1.03	$ 1.03	$ 1.03
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights						3,403,367	3,403,367	3,403,367
Warrants exercise price per share | $ / shares						$ 1.05	$ 1.05	$ 1.05
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Predecessor Options [Member]
Number of stock options granted							17,784
Stock option weighted average exercise price per share | $ / shares							$ 1.25
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights						295,945	295,945	295,945
Warrants exercise price per share | $ / shares						$ 1.25	$ 1.25	$ 1.25

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (2,259,636)	$ (2,275,826)
Accumulated deficit	(10,841,759)	$ (8,582,123)
Net working capital	$ 1,218,290

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Feb. 12, 2016	Dec. 31, 2017	Dec. 31, 2016
Cash equivalents, at carrying value
Payments to acquire marketable securities		3,431,414
Proceeds from sale of marketable securities		2,145,000
Marketable securities, gross realized (gain) loss		766
Marketable securities, gross unrealized gain (loss)		(1,427)
Marketable securities		$ 1,285,753
Marketable securities maturity dates		January 4, 2018 to February 22, 2018
Goodwill, impairment loss			$ 404,169
Fair value assumptions, expected dividend rate	0.00%	0.00%	0.00%
Derivative, gain (loss) on derivative, net		$ (91,032)	$ 29,445
Private Placement [Member] | Series B Preferred Stock [Member] | Placement Agent Warrants [Member]
Class of warrant or right, issued	127,346
Private Placement [Member] | Series B Preferred Stock [Member] | Debt Settlement [Member] | Strategic Bio Partners [Member]
Class of warrant or right, issued	295,945
Equipment [Member]
Property, plant and equipment, useful life		3 years

Summary of Significant Accoun26

Summary of Significant Accounting Policies - Schedule of Business Acquisitions, by Acquisition (Details) - Protagenic Therapeutics Inc [Member]	Feb. 12, 2016USD ($)	Feb. 12, 2016USD ($)
Total value of shares issued to atrinsic on merger	$ 404,169
Fair value of net assets identified
Goodwill	404,169	404,169
Net value of consideration
Common Stock [Member]
Shares issued in connection with merger	$ 32,334
Preferred Stock [Member] | Series B Preferred Stock [Member]
Shares issued in connection with merger		$ 371,835

Summary of Significant Accoun27

Summary of Significant Accounting Policies - Schedule of Business Acquisitions, by Acquisition (Details) (Parenthetical) - shares	Jul. 27, 2016	Feb. 12, 2016	Feb. 12, 2016
Stock issued during period, shares, reverse stock split, post-split, shares	25,867
Protagenic Therapeutics Inc [Member]
Stock issued during period, shares, conversion of series a preferred stock to series b preferred stock, shares			297,468
Protagenic Therapeutics Inc [Member] | Common Stock [Member]
Stock issued during period, shares, reverse stock split, post-split, shares		25,867
Protagenic Therapeutics Inc [Member] | Preferred Stock [Member] | Series B Preferred Stock [Member]
Stock issued during period, shares, conversion of series a preferred stock to series b preferred stock, shares			297,468

Summary of Significant Accoun28

Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Marketable securities	$ 1,285,753
Reported Value Measurement [Member]
Marketable securities	1,285,753
Derivative warrants liabilities	(425,838)	$ (516,870)
Estimate of Fair Value Measurement [Member]
Marketable securities	1,285,753
Derivative warrants liabilities	(425,838)	(516,870)
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]
Marketable securities
Derivative warrants liabilities
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]
Marketable securities	1,285,753
Derivative warrants liabilities
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]
Marketable securities
Derivative warrants liabilities	$ (425,838)	$ (516,870)

Summary of Significant Accoun29

Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details)	12 Months Ended
	Dec. 31, 2017USD ($)
Accounting Policies [Abstract]
Balance	$ 516,870
Change in fair value of derivative warrants liabilities	(91,032)
Balance	$ 425,838

Summary of Significant Accoun30

Summary of Significant Accounting Policies - Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Details) - $ / shares	Feb. 12, 2016	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Exercise price	$ 1.25	$ 1.25	$ 1.25
Risk free interest rate	1.20%	1.98%	1.93%
Dividend yield	0.00%	0.00%	0.00%
Expected volatility	156.00%	144.00%	219.00%
Contractual term	5 years	3 years 1 month 24 days	4 years 2 months 30 days

Summary of Significant Accoun31

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Total potentially outstanding dilutive common shares	8,265,723	7,183,869
Conversion Feature Shares [Member]
Total potentially outstanding dilutive common shares	872,766	872,766
Stock Option [Member]
Total potentially outstanding dilutive common shares	3,566,299	2,484,445
Warrant [Member]
Total potentially outstanding dilutive common shares	3,826,658	3,826,658

Accounts Payable and Accrued 32

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Legal		$ 1,190
Accounting	161
Patent expense		37,142
Research and development	124,728	116,255
Other	10,965	13,400
Accounts payable and accrued expenses	$ 135,854	$ 167,987

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - Series B Preferred Stock [Member] - Private Placement [Member]	Feb. 12, 2016$ / sharesshares
Class of warrant or right, issued during period | shares	127,346
Class of warrant or right, exercise price of warrants or rights | $ / shares	$ 1.25
Class of warrant or right, expiration period	5 years
Debt Settlement [Member] | Strategic Bio Partners [Member]
Class of warrant or right, issued during period | shares	295,945
Class of warrant or right, exercise price of warrants or rights | $ / shares	$ 1.25
Class of warrant or right, expiration period	5 years

Stockholders' Equity (Deficit34

Stockholders' Equity (Deficit) (Details Narrative)	Oct. 16, 2017$ / sharesshares	Oct. 16, 2017$ / shares	Jan. 02, 2017shares	Feb. 12, 2016USD ($)$ / sharesshares	Dec. 31, 2017USD ($)$ / sharesshares	Dec. 31, 2016USD ($)$ / sharesshares	Dec. 31, 2015$ / sharesshares
Share-based payment award, expiration period		48 months
Stock options outstanding					3,566,299	2,484,445	1,707,744
Stock options outstanding weighted average exercise price | $ / shares					$ 1.33	$ 1.18	$ 0.84
Stock options intrinsic value | $					$ 181,537
Number of stock options granted					1,103,000	1,308,300
Stock option weighted average exercise price per share | $ / shares					$ 1.68	$ 1.25
Class of warrant or right, outstanding					3,826,658	3,826,658
Class of warrant or right, outstanding, weighted average exercise price | $ / shares					$ 1.05	$ 1.05
Class of warrant or right outstanding, aggregate intrinsic value | $					$ 763,342
Former Consultant [Member]
Class of warrant or right, number of securities called by warrants or rights					100,000
Class of warrant or right, expiration period					3 years
Modification of warrants | $					$ 99,782
Series B Preferred Stock [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				295,945
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.25
Series B Preferred Stock [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights				423,291
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.25
Class of warrant or right, expiration period				5 years
Series B Preferred Stock [Member] | Private Placement [Member] | Placement Agent Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				127,346
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.25
Protagenic Therapeutics Inc [Member]
Business combination, stock warrant conversion ratio				1
Debt instrument, face amount | $				$ 665,000
Debt instrument, increase, accrued interest | $				$ 35,000
Protagenic Therapeutics Inc [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				295,945
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.25
Protagenic Therapeutics Inc [Member] | Placement Agent Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				127,346
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.25
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member]
Number of stock options granted				1,807,744
Stock option weighted average exercise price per share | $ / shares				$ 0.87
Class of warrant or right, number of securities called by warrants or rights				3,403,367
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.03
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Predecessor Warrants [Member]
Class of warrant or right, number of securities called by warrants or rights				295,945
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.25
Protagenic Therapeutics Inc [Member] | Series B Preferred Stock [Member] | Private Placement [Member]
Class of warrant or right, number of securities called by warrants or rights				3,403,367
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 1.05
Employee Stock Option [Member]
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $					$ 1,796,263
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition					8 years 2 months 8 days
Employee [Member]
Compensation expense | $					$ 635,400
Employee [Member] | Employee Stock Option [Member]
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $					1,039,638
Non-Employee [Member]
Compensation expense | $					281,568
Non-Employee [Member] | Employee Stock Option [Member]
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $					$ 756,625
Employees Consultants and Board Members [Member]
Share-based payment award, expiration period	10 years
Number of stock options granted	953,000
Options strike price | $ / shares	$ 1.75	$ 1.75
Employees Consultants and Board Members [Member] | Minimum [Member]
Stock option granted vesting period	12 months
Employees Consultants and Board Members [Member] | Maximum [Member]
Stock option granted vesting period	48 months
Stock Options [Member]
Number of stock options granted					1,103,000	1,308,300
Stock option weighted average exercise price per share | $ / shares					$ 1.25	$ 1.75
Compensation expense | $					$ 888,281	$ 546,134
The 2016 Plan [Member]
Number of additional shares grants for issuance			564,378
Number of shares available for grant			2,712,678
Share-based payment award, expiration period			10 years

Stockholders' Equity (Deficit35

Stockholders' Equity (Deficit) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Expected dividend yield	0.00%	0.00%
Expected life in years	5 years	5 years
Minimum [Member]
Exercise price	$ 1.25	$ 0.26
Risk free interest rate	1.54%	1.01%
Expected volatility	146.00%	85.00%
Maximum [Member]
Exercise price	$ 1.75	$ 1.25
Risk free interest rate	2.40%	2.43%
Expected volatility	266.00%	213.00%

Stockholders' Equity (Deficit36

Stockholders' Equity (Deficit) - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Oct. 16, 2017
Equity [Abstract]
Stock Options outstanding, Beginning	2,484,445	1,707,744
Stock Options, Granted	1,103,000	1,308,300
Stock Options, Expired	(21,146)	(506,599)
Stock Options, Converted		(25,000)
Stock Options outstanding, Ending	3,566,299	2,484,445
Weighted Average Exercisable Price, Stock Options Outstanding, Beginning	$ 1.18	$ 0.84
Weighted Average Exercisable Price, Stock Options Outstanding, Granted	1.68	1.25
Weighted Average Exercisable Price, Stock Options Outstanding, Expired	1	0.26
Weighted Average Exercisable Price, Stock Options Outstanding, Converted		0.26
Weighted Average Exercisable Price, Stock Options Outstanding, Ending	$ 1.33	$ 1.18
Weighted Average Exercisable Price, Stock Options Outstanding, Exercisable			$ 1.75
Weighted average remaining life, stock options outstanding, Beginning	9 years 9 months 25 days	6 years 5 months 12 days
Weighted average remaining life, stock options outstanding, granted	8 years 11 months 15 days	10 years 4 months 6 days
Weighted average remaining life, stock options outstanding, Ending	8 years 18 days	9 years 9 months 25 days

Stockholders' Equity (Deficit37

Stockholders' Equity (Deficit) - Schedule of Share-based Compensation Nonvested Shares (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Equity [Abstract]
Nonvested Shares, beginning balance | shares	1,211,463
Nonvested Shares, Granted | shares	1,103,000
Nonvested Shares, Vested | shares	(800,456)
Nonvested Shares, Forfeited | shares	(21,146)
Nonvested Shares, ending balance | shares	1,492,861
Weighted Average Grant Date Fair Value, beginning balance | $ / shares	$ 1.25
Weighted Average Grant Date Fair Value, Granted | $ / shares	1.68
Weighted Average Grant Date Fair Value, Vested | $ / shares	1.36
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	1
Weighted Average Grant Date Fair Value, ending balance | $ / shares	$ 1.54

Stockholders' Equity (Deficit38

Stockholders' Equity (Deficit) - Summary of Warrant Issuances (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Equity [Abstract]
Number of Warrants Outstanding, Beginning | shares	3,826,658
Number of Warrants Outstanding, Granted | shares
Number of Warrants Outstanding, Ending | shares	3,826,658
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning | $ / shares	$ 1.05
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted | $ / shares
Number of Warrants Outstanding, Weighted Average Exercise Price, Ending | $ / shares	$ 1.05
Number of Warrants Outstanding, Weighted Average Remaining Life	5 years 7 months 10 days
Number of Warrants Exercisable, Weighted Average Remaining life	4 years 8 months 9 days

Income Tax (Details Narrative)

Income Tax (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income tax expense (benefit)
Corporate tax rate	35.00%
Reduced corporate tax rate	21.00%
Net change in valuation allowance	$ 243,000	1,148,000
Domestic Tax Authority [Member]
Operating loss carryforwards	5,287,000	4,338,000
State and Local Jurisdiction [Member]
Operating loss carryforwards	5,272,000	433,100
Foreign Tax Authority [Member]
Operating loss carryforwards	1,002,000	771,000
Reconciliation, tax credit, research, amount	$ 0	$ 56,000

Income Tax - Schedule of Income

Income Tax - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Domestic	$ (2,134,722)	$ (2,182,114)
Foreign	(124,914)	(93,712)
Loss before income taxes	$ (2,259,636)	$ (2,275,826)

Income Tax - Schedule of Effect

Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income taxes at Federal statutory rate	(34.00%)	(34.00%)
State income taxes, net of Federal income tax effect	(8.40%)	(16.00%)
Perm difference	0.00%	(7.00%)
Foreign tax rate differential	(0.20%)	(0.20%)
Change in valuation allowance	(42.60%)	50.40%
Other	0.00%	6.80%
Income tax provision	0.00%	0.00%

Income Tax - Schedule of Deferr

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
U.S. net operating loss carryforwards	$ 2,168,000	$ 1,899,000
Stock compensation	472,000	449,000
Canadian Provincial income tax losses	123,000	116,000
Canadian Provincial scientific investment tax credits		56,000
Gross deferred tax asset	2,763,000	2,520,000
Valuation allowance	(2,763,000)	(2,520,000)
Net deferred tax assets

Collaborative Agreements (Detai

Collaborative Agreements (Details Narrative) - USD ($)	Oct. 16, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based compensation stock options, grants	20,000
Share-based compensation weighted average exercise price	$ 1.75
Share-based payment award, expiration period	48 months
Number of stock options vested		(800,456)
Options expiration date	Oct. 16, 2027
Research and development expense		$ 717,452	$ 417,866
Research Agreement [Member]
Research and development expense		$ 93,919	$ 65,252
University of Toronto [Member]
Share-based compensation stock options, grants				25,000
Share-based compensation weighted average exercise price				$ 1
Share-based payment award, expiration period				10 years
Professor [Member] | Employee Stock Option [Member]
Share-based compensation stock options, grants			483,299
Number of stock options vested			297,190
Professor [Member] | Employee Stock Option [Member] | Minimum [Member]
Share-based payment award, expiration period			10 years
Professor [Member] | Employee Stock Option [Member] | Maximum [Member]
Share-based payment award, expiration period			13 years

Licensing Agreements (Details N

Licensing Agreements (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Royalty payment on behalf of sub-licensee, percentage	2.50%
Revenues
Licensing Agreements [Member]
Royalty payment, percentage	2.50%
Up-front sub-license fees, percentage	10.00%
Interest on amounts owed under license agreement, rate	3.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Oct. 16, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based compensation options grants	20,000
Share-based compensation stock options, expirations		(21,146)	(506,599)
Number of stock options vested		(800,456)
Share-based compensation weighted average exercise price	$ 1.75
Share-based payment award, expiration period	48 months
Employment Agreement [Member] | Former Officer [Member]
Monthly salary				$ 6,489
Share-based compensation options grants				75,000
Share-based compensation options grants, value				$ 64,223
Share-based compensation expense				$ 53,519
Consulting Agreement [Member] | Former Officer [Member]
Share-based compensation options grants				250,000
Share-based compensation stock options, expirations				25,000
Number of stock options vested				225,000
Increase (Decrease) in Accrued Salaries		$ 0
Compensation		13,168
Consulting Agreement [Member] | Former Officer [Member] | Range One [Member]
Share-based compensation weighted average exercise price				$ 1
Consulting Agreement [Member] | Former Officer [Member] | Range Two [Member]
Share-based compensation weighted average exercise price				$ 1.25
Consulting Agreement [Member] | Stockholder [Member]
Increase (Decrease) in Accrued Salaries		0
Compensation		$ 25,449
Share-based compensation stock options, exercisable		150,000
Share-based payment award, expiration period		10 years
Compensation of rendered service		$ 2,370
Consulting Agreement [Member] | Stockholder [Member] | Range One [Member]
Share-based compensation weighted average exercise price		$ 1
Consulting Agreement [Member] | Stockholder [Member] | Range Two [Member]
Share-based compensation weighted average exercise price		$ 1.25

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Feb. 20, 2018	Jan. 24, 2018	Oct. 16, 2017	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based compensation, options, expiration term			48 months
Share-based compensation, exercisable price per share			$ 1.75
Number of stock options granted					1,103,000	1,308,300
Number of stock options vested					(800,456)
Stock option weighted average exercise price per share					$ 1.68	$ 1.25
Stock options granted, term					9 years 9 months 25 days	6 years 5 months 12 days
Subsequent Event [Member] | Four Consultants [Member]
Share-based compensation, vesting period				48 months
Number of stock options granted				80,000
Number of stock options vested				50,000
Stock option weighted average exercise price per share				$ 1.75
Stock options granted, term				10 years
Subsequent Event [Member] | Four Consultants [Member] | Over 48 Months [Member]
Number of stock options vested				30,000
Subsequent Event [Member] | 2016 Equity Compensation Plan [Member]
Share-based compensation arrangement by share-based payment award, number of shares authorized	200,000
Share-based compensation, vesting period	48 months
Share-based compensation, options, expiration term	10 years
Share-based compensation, exercisable price per share	$ 1.75
Subsequent Event [Member] | Consulting Agreement [Member] | Neuro Assets Sarl [Member]
Consultant fees per month		$ 5,000