Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | ATOSSA GENETICS INC | |
Entity Central Index Key | 1,488,039 | |
Trading Symbol | atos | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 5,646,552 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 12,935,587 | $ 7,217,469 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses | 290,331 | 250,944 |
Research and development tax rebate receivable | 480,495 | 358,277 |
Other current assets | 161,530 | 16,344 |
Total current assets | 13,922,943 | 7,898,034 |
Furniture and equipment, net | 57,804 | 11,467 |
Intangible assets, net | 55,107 | 75,686 |
Other assets | 88,518 | 178,907 |
Total Assets | 14,124,372 | 8,164,094 |
Current liabilities | ||
Accounts payable | 550,704 | 334,901 |
Accrued expenses | 51,673 | 90,105 |
Payroll liabilities | 706,150 | 784,867 |
Stock-based compensation liability | 2,180,659 | |
Other current liabilities | 66,077 | 15,534 |
Total Current Liabilities | 3,555,263 | 1,225,407 |
Commitments and contingencies (note 11) | ||
Stockholders' equity | ||
Preferred stock - $0.001 par value; 10,000,000 shares authorized, consisting of Series A convertible preferred stock- $0.001 par value; 4,000 shares authorized, and 0 shares outstanding as of September 30, 2018 and December 31, 2017; Series B convertible preferred stock- $0.001 par value; 25,000 and 0 shares authorized, and 3,517 and 0 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 4 | |
Additional paid-in capital- Series B convertible preferred stock | 3,516,996 | |
Common stock - $0.18 par value; 175,000,000 shares authorized, and 5,523,255 and 2,651,952 shares issued and outstanding, as of September 30, 2018 and December 31, 2017, respectively | 994,175 | 477,342 |
Additional paid-in capital | 80,811,088 | 71,887,674 |
Accumulated deficit | (74,753,154) | (65,426,329) |
Total Stockholders' Equity | 10,569,109 | 6,938,687 |
Total Liabilities and Stockholders' Equity | $ 14,124,372 | $ 8,164,094 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.18 | $ 0.18 |
Common stock, authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, issued (in shares) | 5,523,255 | 2,651,952 |
Common stock, outstanding (in shares) | 5,523,255 | 2,651,952 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 4,000 | 4,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Preferred stock, issued (in shares) | 0 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 25,000 | 0 |
Preferred stock, outstanding (in shares) | 3,517 | 0 |
Preferred stock, issued (in shares) | 3,517 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Expenses | ||||
Research and development | $ 1,421,851 | $ 742,450 | $ 3,360,563 | $ 2,110,846 |
General and administrative | 1,888,119 | 1,313,477 | 5,966,504 | 3,544,935 |
Total operating expenses | 3,309,970 | 2,055,927 | 9,327,067 | 5,655,781 |
Operating loss | (3,309,970) | (2,055,927) | (9,327,067) | (5,655,781) |
Change in fair value of common stock warrants | (128,300) | (280,747) | ||
Warrant financing expense | (192,817) | |||
Other income (expense) | 104 | (283) | 242 | (208) |
Loss before income taxes | (3,309,866) | (2,184,510) | (9,326,825) | (6,129,553) |
Income taxes | ||||
Net loss | (3,309,866) | (2,184,510) | (9,326,825) | (6,129,553) |
Deemed dividend attributable to preferred stock | (11,479,308) | (2,568,132) | ||
Net loss applicable to common shareholders | $ (3,309,866) | $ (2,184,510) | $ (20,806,133) | $ (8,697,685) |
Loss per common share -basic and diluted (in dollars per share) | $ (0.64) | $ (2.11) | $ (5.71) | $ (13.23) |
Weighted average shares outstanding - basic and diluted (in shares) | 5,183,492 | 1,034,262 | 3,645,682 | 657,184 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Preferred Stock [Member] | Additional Paid in Capital, Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital, Common Stock [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 2,651,952 | |||||
Balance at Dec. 31, 2017 | $ 477,342 | $ 71,887,674 | $ (65,426,329) | $ 6,938,687 | ||
Issuance of Series B convertible preferred stock and warrants, net of issuance costs of $1,333,449 (in shares) | 13,624 | |||||
Issuance of Series B convertible preferred stock and warrants, net of issuance costs of $1,333,449 | $ 14 | 6,926,778 | 5,363,759 | 12,290,551 | ||
Allocation of Series B convertible preferred stock proceeds to beneficial conversion feature | (4,782,100) | 4,782,100 | ||||
Deemed Dividend on Series B convertible preferred stock | 11,479,308 | (11,479,308) | ||||
Conversion of Series B convertible preferred stock to common stock (in shares) | (10,107) | 2,871,303 | ||||
Conversion of Series B convertible preferred stock to common stock | $ (10) | (10,106,990) | $ 516,833 | 9,590,167 | ||
Amortization of commitment shares | (59,556) | (59,556) | ||||
Compensation cost for stock options granted to executives and employees | 726,252 | 726,252 | ||||
Net loss | (9,326,825) | (9,326,825) | ||||
Balance (in shares) at Sep. 30, 2018 | 3,517 | 5,523,255 | ||||
Balance at Sep. 30, 2018 | $ 4 | $ 3,516,996 | $ 994,175 | $ 80,811,088 | $ (74,753,154) | $ 10,569,109 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Payments of Class A units issuance costs | $ 1,333,449 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (9,326,825) | $ (6,129,553) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Compensation cost for stock options granted | 726,252 | 560,369 |
Loss on disposal of assets | 17,695 | |
Depreciation and amortization | 28,690 | 102,074 |
Change in fair value of common stock warrants | 280,747 | |
Change in stock-based compensation liability | 2,180,659 | |
Warrant financing expense | 192,817 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (39,387) | 14,195 |
Research and development tax rebate receivable | (122,218) | |
Accounts payable | 215,803 | 126,079 |
Payroll liabilities | (78,717) | (142,312) |
Accrued expenses | (38,432) | 33,578 |
Other current liabilities | 50,543 | 7,212 |
Net cash used in operating activities | (6,517,985) | (4,911,268) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of furniture, fixtures and equipment | (54,448) | |
Net cash used in investing activities | (54,448) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants | 745,333 | |
Net cash provided by financing activities | 12,290,551 | 4,616,969 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 5,718,118 | (294,299) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE | 7,272,469 | 3,082,962 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE | 12,990,587 | 2,788,663 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Reclassification of warrant liability upon exercise of common stock warrants | 1,893,160 | |
Amount receivable for warrant exercise | 3,900 | |
Allocation of Class A and Class B Unit proceeds to warrant liability | 1,612,413 | |
Amortization of commitment shares issued for shares distributed for capital contribution | 59,556 | 59,558 |
Units Consisting of Series B Convertible Preferred Stock and Warrants [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceed for issuance of Units, net of issuance costs | 12,290,551 | |
Class A and Class B Units [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceed for issuance of Units, net of issuance costs | 3,871,636 | |
Other Assets 1 [Member] | ||
Changes in operating assets and liabilities: | ||
Other assets | $ (114,353) | $ 25,831 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1: Atossa Genetics Inc. (the “Company”) was incorporated on April 30, 2009 December 31. |
Note 2 - Going Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2: The Company’s consolidated financial statements are prepared using Generally Accepted Accounting Principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the nine September 30, 2018, $9.3 $6.5 September 30, 2018, $12.9 $10.4 not no not Management’s plan to continue as a going concern includes obtaining additional capital resources. Management’s plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities, entering into strategic partnership arrangements, potential exercise of outstanding warrants, and short-term borrowings from banks, stockholders or other related parties, if needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. As of the date of filing this report, we expect that our existing resources will be sufficient to fund our planned operations for the next 9 15 The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphs and eventually to secure other sources of financing and attain profitable operations. |
Note 3 - Summary of Accounting
Note 3 - Summary of Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 3: Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10 10 01 X. not no 10 December 31, 2017. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine September 30, 2018 not may December 31, 2018. On April 20, 2018, 1 12 12 one $0.18 not April 20, 2018. Use of Estimates: The preparation of financial statements in conformity with 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements: In February 2016, No. 2016 02, Lease Accounting Topic 842. 12 12 not 12 may not 2019 not No. 2016 02 2016 02 not 11. In November 2016, No. 2016 18, Statement of Cash Flows No. 2016 18 January 1, 2018 2017 three nine September 30, 2018 September 30, 2017, $55,000 no In July 2017, 2017 11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception not no no 260 December 15, 2018. No. 2017 11 January 1, 2018. not not In June 2018, 2018 07, Compensation-Stock Compensation Improvements to Nonemployee Share Based Payment Accounting. 718 718 718 not 606, Revenue from Contracts with Customers December 15, 2018, No. 2018 17 April 1, 2018 not |
Note 4 - Prepaid Expenses
Note 4 - Prepaid Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Prepaid Expenses [Text Block] | NOTE 4: Prepaid expenses consisted of the following: September 30, December 31, 2018 2017 Prepaid insurance $ 46,618 $ 125,056 Retainer and security deposits 16,718 14,218 Professional services 93,557 97,788 Prepaid research and development 104,299 Financial exchange fees 13,750 Other 15,389 13,882 $ 290,331 $ 250,944 |
Note 5 - Research and Developme
Note 5 - Research and Development Tax Rebate Receivable | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Research and Development Tax Rebate Receivable [Text Block] | NOTE 5: On May 23, 2017 1 2 $0.435 nine September 30, 2018, $764,000 $333,000 nine September 30, 2018. September 30, 2018, $481,000 $148,000 December 31, 2017. |
Note 6 - Payroll Liabilities
Note 6 - Payroll Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 6: Payroll liabilities consisted of the following: September 30, December 31, Accrued bonus payable $ 480,917 $ 566,000 Accrued vacation 156,775 147,861 Accrued payroll liabilities 68,458 71,006 Total payroll liabilities $ 706,150 $ 784,867 |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7: The Company is authorized to issue a total of 185,000,000 175,000,000 $0.18 10,000,000 $0.001 750,000 $0.001 4,000 $0.001 25,000 $0.001 No no September 30, 2018. On May 19, 2014, May 26, 2014 one one 1 15% 15% 2.0% 2 $15.00, $30.00 2018 On May 9, 2018, 1 25,000 $1,000 one 284 On May 29, 2018, $0.001 25,000 On May 30, 2018, 13,624 13,624 3,869,216 one $4.048 “2018 $12.3 Series B Convertible Preferred Stock The terms and provisions of our Series B convertible preferred stock are: Conversion. first $1,000 $3.52 not 9.99% Fundamental Transactions. 50% 50% Dividends. Voting Rights. no Liquidation Preference . Redemption Rights. not not 2018 The terms and conditions of the warrants included in the 2018 Exercisability four The number of shares of common stock issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of warrants shall, at the option of the company, be required to exercise the warrants immediately prior to the closing of the transaction, or such warrants shall automatically expire. Upon such exercise, the holders of warrants shall participate on the same basis as the holders of common stock in connection with the transaction. Cashless Exercise no not may Exercise Price one $4.048 not 4.99% may no 9.99% Transferability may may Exchange Listing not Rights as Stockholder not Redemption Rights may $0.18 $10.56 ten may not first Accounting Treatment The Company allocated the proceeds from the sale of the Series B convertible preferred stock and the warrants to purchase common stock to the separate securities issued. The Company allocated the amount representing the fair value of the warrants at the date of issuance to common stock based on the relative warrant fair value in the amount of $5,363,759, $4,782,100 $11,479,308, $4,782,100, $5,363,759, $1,333,449. $11,479,308 Outstanding Warrants As of September 30, 2018, 4,318,475 Outstanding Warrants to Purchase Shares Exercise Price Expiration Date 2014 public offering 6,483 $540.00 January 29, 2019 Placement agent fees for Company’s offerings 1,106 381.60 – 540.00 November 4, 2018 2017 Warrant B private placement 441,670 3.78 December 22, 2018 2018 Warrants 3,869,216 4.05 May 30, 2022 4,318,475 Conversion of Series B Convertible Preferred Stock During the three nine September 30, 2018, 2,285 10,107 649,156 2,871,303 284 |
Note 8 - Net Loss Per Share
Note 8 - Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 8: The Company accounts for and discloses net income (loss) per common share in accordance with Accounting Standards Codification ("ASC") Topic 260, Earnings Per Share The following table summarizes the Company’s calculation of net loss per common share: Three Months Ended September 30, Nine months Ended September 30, 2018 2017 2018 2017 Net Loss Per Share Numerator Net loss $ (3,309,866 ) $ (2,184,510 ) $ (9,326,825 ) $ (6,129,553 ) Deemed dividend attributable to preferred stock (11,479,308 ) (2,568,132 ) Net loss attributable to common shareholders $ (3,309,866 ) $ (2,184,510 ) $ (20,806,133 ) $ (8,697,685 ) Denominator Weighted average common shares outstanding 5,183,492 1,034,262 3,645,682 657,184 Basic and diluted net loss per share $ (0.64 ) $ (2.11 ) $ (5.71 ) $ (13.23 ) The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share for the three nine September 30, 2018 2017 Three Months Ended 30, Nine months Ended September 30, 2018 2017 2018 2017 Options to purchase common stock 783,794 176,502 388,377 100,505 Series A convertible preferred stock 42,480 74,651 Series B convertible preferred stock 1,338,916 751,332 Warrants to purchase common stock 4,716,935 138,365 2,644,946 227,229 Total 6,839,645 357,347 3,784,655 402,385 For the three nine September 30, 2018 2017, |
Note 9 - Income Taxes
Note 9 - Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 9: Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No September 30, 2018 December 31, 2017 |
Note 10 - Concentration of Cred
Note 10 - Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | NOTE 10: Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. September 30, 2018 December 31, 2017, $12,685,587 $6,967,469 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11: Lease Commitments On November 1, 2018, $3,660 22 $80,500. Litigation and Contingencies On October 10, 2013, Cook v. Atossa Genetics, Inc., et al. No. 2:13 01836 November 2012 11 12 2 15, 10 20A 10b 5 November 8, 2012 October 4, 2013, On March 23, 2018, $3.5 July 20, 2018 September 30, 2018. We are subject to other legal proceedings and claims that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not |
Note 12 - Stock Based Compensat
Note 12 - Stock Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 12: Stock Option and Incentive Plan On September 28, 2010, 2010 “2010 may 2010 September 2020. No may 2010 10 5,556 2010 May 18, 2016, 11,111 2010 May 9, 2017, 125,000 2010 April 12, 2018, 500,000 2010 The following table presents the automatic additions to the 2010 2010 January 1, Number of shares 2012 2,502 2013 2,871 2014 4,128 2015 5,463 2016 18,368 2017 12,623 2018 106,076 Total additional shares 152,031 The Company did not three September 30, 2018 2017. No three nine September 30, 2018. 3,197 2010 September 30, 2018. Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense of $332,063 $224,254 three September 30, 2018 2017, $726,252 $560,369 nine September 30, 2018 2017, Options issued and outstanding as of September 30, 2018 2010 nine Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2018 172,510 $ 49.27 $ Granted 611,668 2.39 Forfeited (417 ) 5.64 Expired Outstanding as of September 30, 2018 783,761 12.70 9.42 $ Exercisable as of September 30, 2018 199,949 40.62 8.95 $ Vested and expected to vest 783,761 12.70 9.42 $ At September 30, 2018, 583,812 $1,479,610. 1.56 Option Grants Classified as Liabilities (“Liability Grants”) On June 27, 2018, 2,300,000 700,000 2010 2010 The Liability Grants are exercisable for shares of common stock at an exercise price of $2.38 ten may not The Liability Grants are subject to vesting requirements. Twenty- five 50% two 25% September 30 2018, 80% Compensation costs associated with the Liability Grants are initially recognized, based on the grant-date fair values of these options, over the requisite or vesting period for time-based options or when it is probable the performance criteria will be achieved for options that vest based on performance. Compensation cost is remeasured each period based on the market value of our underlying stock until award vesting or settlement. For the three nine September 30, 2018, $623,496 $2,180,659, The fair value of liability options granted for the nine September 30, 2018 Nine months ended September 30, 2018 Risk free interest rate 2.94 % Expected term (in years) 4.75 Stock price $1.75 Dividend yield % Expected volatility 122.0 % |
Note 13 - Restatement to Previo
Note 13 - Restatement to Previously Issued Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Reclassifications [Text Block] | NOTE 13: The Company has corrected an inadvertent error in the calculation of the deemed dividend on Series B convertible preferred stock in the financial statements for the three six June 30, 2018 10 August 13, 2018 ( 10 May 2018 10 not not three six June 30, 2018 $4,782,100 $11,479,308 not In accordance with applicable generally accepted accounting principles, the Company has calculated and recognized adjustments accordingly. The following table shows the effect of the restatement on certain line items within the Company’s Condensed Consolidated Statement of Operations for the three six June 30, 2018: For the Three Months Ended For the Six Months Ended Previously Reported Restated Previously Reported Restated Deemed dividend attributable to preferred stock $ (4,782,100 ) $ (11,479,308 ) $ (4,782,100 ) $ (11,479,308 ) Net loss applicable to common stockholders $ (8,924,677 ) $ (15,621,885 ) $ (10,799,059 ) $ (17,496,267 ) Loss per common share -basic and diluted $ (2.90 ) $ (5.08 ) $ (3.77 ) $ (6.11 ) The following table shows the effect of the restatement on certain line items within the Company’s Condensed Consolidated Statement of Stockholders’ Equity for the six June 30, 2018: Preferred Stock Additional Paid-in Capital Common Stock Additional Paid-in Capital Previously Reported Restated Previously Reported Restated Issuance of Series B convertible preferred stock, net of issuance costs $ 12,290,537 $ 6,926,778 $ 0 $ 5,363,759 Deemed Dividend on Series B convertible preferred stock $ 4,782,100 $ 11,479,308 $ (4,782,100 ) $ (11,479,308 ) Conversion of Series B convertible preferred stock to common stock $ (7,056,421 ) $ (7,821,992 ) $ 6,656,442 $ 7,422,013 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10 10 01 X. not no 10 December 31, 2017. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine September 30, 2018 not may December 31, 2018. On April 20, 2018, 1 12 12 one $0.18 not April 20, 2018. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: The preparation of financial statements in conformity with 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements: In February 2016, No. 2016 02, Lease Accounting Topic 842. 12 12 not 12 may not 2019 not No. 2016 02 2016 02 not 11. In November 2016, No. 2016 18, Statement of Cash Flows No. 2016 18 January 1, 2018 2017 three nine September 30, 2018 September 30, 2017, $55,000 no In July 2017, 2017 11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception not no no 260 December 15, 2018. No. 2017 11 January 1, 2018. not not In June 2018, 2018 07, Compensation-Stock Compensation Improvements to Nonemployee Share Based Payment Accounting. 718 718 718 not 606, Revenue from Contracts with Customers December 15, 2018, No. 2018 17 April 1, 2018 not |
Note 4 - Prepaid Expenses (Tabl
Note 4 - Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | September 30, December 31, 2018 2017 Prepaid insurance $ 46,618 $ 125,056 Retainer and security deposits 16,718 14,218 Professional services 93,557 97,788 Prepaid research and development 104,299 Financial exchange fees 13,750 Other 15,389 13,882 $ 290,331 $ 250,944 |
Note 6 - Payroll Liabilities (T
Note 6 - Payroll Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, Accrued bonus payable $ 480,917 $ 566,000 Accrued vacation 156,775 147,861 Accrued payroll liabilities 68,458 71,006 Total payroll liabilities $ 706,150 $ 784,867 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Warrants to Purchase Shares Exercise Price Expiration Date 2014 public offering 6,483 $540.00 January 29, 2019 Placement agent fees for Company’s offerings 1,106 381.60 – 540.00 November 4, 2018 2017 Warrant B private placement 441,670 3.78 December 22, 2018 2018 Warrants 3,869,216 4.05 May 30, 2022 4,318,475 |
Note 8 - Net Loss Per Share (Ta
Note 8 - Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine months Ended September 30, 2018 2017 2018 2017 Net Loss Per Share Numerator Net loss $ (3,309,866 ) $ (2,184,510 ) $ (9,326,825 ) $ (6,129,553 ) Deemed dividend attributable to preferred stock (11,479,308 ) (2,568,132 ) Net loss attributable to common shareholders $ (3,309,866 ) $ (2,184,510 ) $ (20,806,133 ) $ (8,697,685 ) Denominator Weighted average common shares outstanding 5,183,492 1,034,262 3,645,682 657,184 Basic and diluted net loss per share $ (0.64 ) $ (2.11 ) $ (5.71 ) $ (13.23 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended 30, Nine months Ended September 30, 2018 2017 2018 2017 Options to purchase common stock 783,794 176,502 388,377 100,505 Series A convertible preferred stock 42,480 74,651 Series B convertible preferred stock 1,338,916 751,332 Warrants to purchase common stock 4,716,935 138,365 2,644,946 227,229 Total 6,839,645 357,347 3,784,655 402,385 |
Note 12 - Stock Based Compens_2
Note 12 - Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | January 1, Number of shares 2012 2,502 2013 2,871 2014 4,128 2015 5,463 2016 18,368 2017 12,623 2018 106,076 Total additional shares 152,031 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2018 172,510 $ 49.27 $ Granted 611,668 2.39 Forfeited (417 ) 5.64 Expired Outstanding as of September 30, 2018 783,761 12.70 9.42 $ Exercisable as of September 30, 2018 199,949 40.62 8.95 $ Vested and expected to vest 783,761 12.70 9.42 $ |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Nine months ended September 30, 2018 Risk free interest rate 2.94 % Expected term (in years) 4.75 Stock price $1.75 Dividend yield % Expected volatility 122.0 % |
Note 13 - Restatement to Prev_2
Note 13 - Restatement to Previously Issued Condensed Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | For the Three Months Ended For the Six Months Ended Previously Reported Restated Previously Reported Restated Deemed dividend attributable to preferred stock $ (4,782,100 ) $ (11,479,308 ) $ (4,782,100 ) $ (11,479,308 ) Net loss applicable to common stockholders $ (8,924,677 ) $ (15,621,885 ) $ (10,799,059 ) $ (17,496,267 ) Loss per common share -basic and diluted $ (2.90 ) $ (5.08 ) $ (3.77 ) $ (6.11 ) Preferred Stock Additional Paid-in Capital Common Stock Additional Paid-in Capital Previously Reported Restated Previously Reported Restated Issuance of Series B convertible preferred stock, net of issuance costs $ 12,290,537 $ 6,926,778 $ 0 $ 5,363,759 Deemed Dividend on Series B convertible preferred stock $ 4,782,100 $ 11,479,308 $ (4,782,100 ) $ (11,479,308 ) Conversion of Series B convertible preferred stock to common stock $ (7,056,421 ) $ (7,821,992 ) $ 6,656,442 $ 7,422,013 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Net Income (Loss) Attributable to Parent, Total | $ (3,309,866) | $ (2,184,510) | $ (9,326,825) | $ (6,129,553) | |
Net Cash Provided by (Used in) Operating Activities, Total | (6,517,985) | $ (4,911,268) | |||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 12,935,587 | 12,935,587 | $ 7,217,469 | ||
Working Capital | $ 10,400,000 | $ 10,400,000 |
Note 3 - Summary of Accountin_2
Note 3 - Summary of Accounting Policies (Details Textual) | Apr. 20, 2018 | Sep. 30, 2018USD ($)$ / shares | Dec. 31, 2017$ / shares | Sep. 30, 2017USD ($) |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.18 | $ 0.18 | ||
Restricted Cash and Cash Equivalents, Total | $ | $ 55,000 | $ 55,000 | ||
Reverse Stock Split [Member] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 12 |
Note 4 - Prepaid Expenses - Sch
Note 4 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid insurance | $ 46,618 | $ 125,056 |
Retainer and security deposits | 16,718 | 14,218 |
Professional services | 93,557 | 97,788 |
Prepaid research and development | 104,299 | |
Financial exchange fees | 13,750 | |
Other | 15,389 | 13,882 |
$ 290,331 | $ 250,944 |
Note 5 - Research and Develop_2
Note 5 - Research and Development Tax Rebate Receivable (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | May 23, 2017 | |
Research and Development Expense, Total | $ 1,421,851 | $ 742,450 | $ 3,360,563 | $ 2,110,846 | ||
Increase (Decrease) in Research and Development Tax Rebate Receivable | 122,218 | |||||
Research and Development Tax Rebate Receivable | 480,495 | 480,495 | $ 358,277 | |||
Atossa Genetics AUS Pty Ltd [Member] | ||||||
Research and Development Cash Rebate per Dollar | $ 0.435 | |||||
Research and Development Expense, Total | 764,000 | |||||
Increase (Decrease) in Research and Development Tax Rebate Receivable | 333,000 | |||||
Research and Development Tax Rebate Receivable | $ 481,000 | $ 481,000 | $ 148,000 |
Note 6 - Payroll Liabilities -
Note 6 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued bonus payable | $ 480,917 | $ 566,000 |
Accrued vacation | 156,775 | 147,861 |
Accrued payroll liabilities | 68,458 | 71,006 |
Total payroll liabilities | $ 706,150 | $ 784,867 |
Note 7 - Stockholders' Equity_2
Note 7 - Stockholders' Equity (Details Textual) | May 30, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | May 29, 2018$ / shares | May 09, 2018$ / itemshares | Dec. 31, 2017$ / sharesshares | May 19, 2014$ / sharesshares |
Number of Shares Authorized to Issue | 185,000,000 | 185,000,000 | |||||||||
Common Stock, Shares Authorized | 175,000,000 | 175,000,000 | 175,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.18 | $ 0.18 | $ 0.18 | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Stockholder Rights Agreement, Number of Preferred Stock Right Distributed for Each Share of Common Stock | 1 | ||||||||||
Stockholder Rights Agreement, Acquiring Person, Percentage of Ownership | 15.00% | ||||||||||
Stockholder Rights Agreement, Acquiring Person, Additional Percentage of Ownership | 2.00% | ||||||||||
Stockholder Rights Agreement, Initial Exercise Price of Each Right | $ / shares | $ 15 | ||||||||||
Stockholder Rights Agreement, Share Price | $ / shares | $ 30 | ||||||||||
Class of Warrant or Right, Outstanding | 4,318,475 | 4,318,475 | |||||||||
Consummate a Business Combination, Percentage of Acquired Outstanding Shares | 50.00% | 50.00% | |||||||||
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power | 50.00% | 50.00% | |||||||||
Preferred Stock, Deemed Dividend | $ | $ 11,479,308 | $ 11,479,308 | $ 11,479,308 | $ 2,568,132 | |||||||
Payments of Stock Issuance Costs | $ | $ 1,333,449 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,318,475 | 4,318,475 | |||||||||
Conversion of Stock, Shares Converted | 2,285 | 10,107 | |||||||||
The 2018 Warrants [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.048 | $ 4.048 | $ 4.048 | ||||||||
Warrants and Rights Outstanding, Term | 4 years | 4 years | |||||||||
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed | 4.99% | 4.99% | |||||||||
Warrants and Rights Outstanding, Redemption Price | $ / shares | $ 0.18 | $ 0.18 | |||||||||
Warrants and Rights Outstanding, Redeemable, Volume-weighted-average-price of Our Common Stock | $ / shares | $ 10.56 | $ 10.56 | |||||||||
The 2018 Subscription Rights Offering [Member] | |||||||||||
Number of Units Authorized to Purchase, Maximum | 25,000 | ||||||||||
Purchase Price of Unit | $ / item | 1,000 | ||||||||||
Number of Series B Convertible Preferred Stock and Warrant in Each Unit | 1 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 284 | ||||||||||
Number of Units Sold | 13,624 | ||||||||||
Proceeds from Issuance of Stock units | $ | $ 12,300,000 | ||||||||||
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature on Preferred Stock | $ | $ 4,782,100 | ||||||||||
Preferred Stock, Deemed Dividend | $ | 11,479,308 | ||||||||||
Payments of Stock Issuance Costs | $ | 1,333,449 | ||||||||||
The 2018 Subscription Rights Offering [Member] | The 2018 Warrants [Member] | |||||||||||
Class of Warrant or Right, Outstanding | 3,869,216 | ||||||||||
Warrants Allocated to Common Stock , Net of Issuance Cost | $ | $ 5,363,759 | $ 5,363,759 | |||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||
Preferred Stock, Shares Authorized | 750,000 | 750,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Shares Issued, Total | 0 | 0 | |||||||||
Preferred Stock, Shares Outstanding, Ending Balance | 0 | 0 | |||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Preferred Stock, Shares Authorized | 4,000 | 4,000 | 4,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock, Shares Issued, Total | 0 | 0 | |||||||||
Preferred Stock, Shares Outstanding, Ending Balance | 0 | 0 | 0 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Preferred Stock, Shares Authorized | 25,000 | 25,000 | 0 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued, Total | 3,517 | 3,517 | 0 | ||||||||
Stated Value per Share | $ / shares | 1,000 | 1,000 | |||||||||
Preferred Stock, Convertible, Conversion Price | $ / shares | $ 3.52 | $ 3.52 | |||||||||
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed | 9.99% | 9.99% | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 284 | 284 | |||||||||
Preferred Stock, Shares Outstanding, Ending Balance | 3,517 | 3,517 | 0 | ||||||||
Series B Convertible Preferred Stock [Member] | The 2018 Subscription Rights Offering [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 13,624 | ||||||||||
Common Stock [Member] | |||||||||||
Conversion of Stock, Shares Issued | 649,156 | 2,871,303 |
Note 7 - Stockholders' Equity -
Note 7 - Stockholders' Equity - Schedule of Warrants (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Class of Warrant or Right, Outstanding (in shares) | shares | 4,318,475 |
The 2014 Public Offering [Member] | |
Class of Warrant or Right, Outstanding (in shares) | shares | 6,483 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 540 |
Expiration Dates of Class of Warrant or Right | January 29, 2019 |
Placement Agent Fee [Member] | |
Class of Warrant or Right, Outstanding (in shares) | shares | 1,106 |
Expiration Dates of Class of Warrant or Right | November 4, 2018 |
Placement Agent Fee [Member] | Minimum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 381.60 |
Placement Agent Fee [Member] | Maximum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 540 |
The 2017 Warrant B Private Placement [Member] | |
Class of Warrant or Right, Outstanding (in shares) | shares | 441,670 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.78 |
Expiration Dates of Class of Warrant or Right | December 22, 2018 |
The 2018 Warrants [Member] | |
Class of Warrant or Right, Outstanding (in shares) | shares | 3,869,216 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 4.05 |
Expiration Dates of Class of Warrant or Right | May 30, 2022 |
Note 8 - Net Loss Per Share - S
Note 8 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net loss | $ (3,309,866) | $ (2,184,510) | $ (9,326,825) | $ (6,129,553) | ||
Deemed dividend attributable to preferred stock | $ (11,479,308) | $ (11,479,308) | (11,479,308) | (2,568,132) | ||
Net loss applicable to common stockholders | $ (3,309,866) | $ (15,621,885) | $ (2,184,510) | $ (17,496,267) | $ (20,806,133) | $ (8,697,685) |
Weighted average shares outstanding - basic and diluted (in shares) | 5,183,492 | 1,034,262 | 3,645,682 | 657,184 | ||
Loss per common share -basic and diluted (in dollars per share) | $ (0.64) | $ (5.08) | $ (2.11) | $ (6.11) | $ (5.71) | $ (13.23) |
Note 8 - Net Loss Per Share -_2
Note 8 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Number of potential common shares excluded (in shares) | 6,839,645 | 357,347 | 3,784,655 | 402,385 |
Employee Stock Option [Member] | ||||
Number of potential common shares excluded (in shares) | 783,794 | 176,502 | 388,377 | 100,505 |
Series A Convertible Preferred Stock [Member] | ||||
Number of potential common shares excluded (in shares) | 42,480 | 74,651 | ||
Series B Convertible Preferred Stock [Member] | ||||
Number of potential common shares excluded (in shares) | 1,338,916 | 751,332 | ||
Warrant [Member] | ||||
Number of potential common shares excluded (in shares) | 4,716,935 | 138,365 | 2,644,946 | 227,229 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Income Taxes, Total | $ 0 | $ 0 |
Note 10 - Concentration of Cr_2
Note 10 - Concentration of Credit Risk (Details Textual) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Cash, Uninsured Amount | $ 12,685,587 | $ 6,967,469 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) | Nov. 01, 2018 | Mar. 23, 2018 |
Loss Contingency, Damages Paid, Value | $ 3,500,000 | |
Subsequent Event [Member] | ||
Operating Lease, Lessee, Monthly Rent Expense | $ 3,660 | |
Lessee, Operating Lease, Term of Contract | 1 year 300 days | |
Operating Leases, Future Minimum Payments Due, Total | $ 80,500 |
Note 12 - Stock Based Compens_3
Note 12 - Stock Based Compensation (Details Textual) - USD ($) | Jun. 27, 2018 | Apr. 12, 2018 | May 09, 2017 | May 18, 2016 | Sep. 28, 2010 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Liability Options [Member] | |||||||||
Allocated Share-based Compensation Expense, Total | $ 623,496 | $ 2,180,659 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.38 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Awards Vested | 80.00% | 80.00% | |||||||
Liability Options [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||
Liability Options [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
Liability Options [Member] | Share-based Compensation Award, Tranche Four [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||
Liability Options [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
Liability Options [Member] | Chairman of the Board, President and Chief Executive Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,300,000 | ||||||||
Liability Options [Member] | Chief Financial Officer, General Counsel and Secretary [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 700,000 | ||||||||
The 2010 Stock Option and Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Period for Granting Shares | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 611,668 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.39 | ||||||||
The 2010 Stock Option and Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,556 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 500,000 | 125,000 | 11,111 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,197 | 3,197 | |||||||
Allocated Share-based Compensation Expense, Total | $ 332,063 | $ 224,254 | $ 726,252 | $ 560,369 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | 583,812 | 583,812 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,479,610 | $ 1,479,610 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 204 days |
Note 12 - Stock Based Compens_4
Note 12 - Stock Based Compensation - Additional Shares Authorized (Details) - shares | 12 Months Ended | 84 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2017 | |
The 2010 Stock Option and Incentive Plan [Member] | ||||||||
Total additional shares (in shares) | 106,076 | 12,623 | 18,368 | 5,463 | 4,128 | 2,871 | 2,502 | 152,031 |
Note 12 - Stock Based Compens_5
Note 12 - Stock Based Compensation - Stock Option Activity (Details) - The 2010 Stock Option and Incentive Plan [Member] - USD ($) | 9 Months Ended |
Sep. 30, 2018 | |
Outstanding, shares (in shares) | 172,510 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 49.27 |
Granted, shares (in shares) | 611,668 |
Granted, Weighted average exercise price per share (in dollars per share) | $ 2.39 |
Forfeited, shares (in shares) | (417) |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 5.64 |
Expired, shares (in shares) | |
Expired, Weighted average exercise price per share (in dollars per share) | |
Outstanding, shares (in shares) | 783,761 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 12.70 |
Outstanding, weighted average contractual life remaining in years (Year) | 9 years 153 days |
Outstanding, Aggregate intrinsic value | |
Exercisable, shares (in shares) | 199,949 |
Exercisable, Weighted average exercise price per share (in dollars per share) | $ 40.62 |
Exercisable, weighted average contractual life remaining in years (Year) | 8 years 346 days |
Exercisable, Aggregate intrinsic value | |
Vested and expected to vest, shares (in shares) | 783,761 |
Vested and expected to vest, Weighted average exercise price per share (in dollars per share) | $ 12.70 |
Vested and expected to vest, weighted average contractual life remaining in years (Year) | 9 years 153 days |
Vested and expected to vest, Aggregate intrinsic value |
Note 12 - Stock Based Compens_6
Note 12 - Stock Based Compensation - Valuation Assumptions (Details) - Liability Options [Member] | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Risk free interest rate | 2.94% |
Expected term (in years) (Year) | 4 years 273 days |
Stock price (in dollars per share) | $ 1.75 |
Dividend yield | |
Expected volatility | 122.00% |
Note 13 - Restatement to Prev_3
Note 13 - Restatement to Previously Issued Condensed Consolidated Financial Statements (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Preferred Stock, Deemed Dividend | $ 11,479,308 | $ 11,479,308 | $ 11,479,308 | $ 2,568,132 | ||
Series B Convertible Preferred Stock [Member] | ||||||
Deemed Dividend on Series B Convertible Preferred Stock | 11,479,308 | 11,479,308 | ||||
Previously Reported [Member] | ||||||
Preferred Stock, Deemed Dividend | 4,782,100 | 4,782,100 | ||||
Previously Reported [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Preferred Stock, Deemed Dividend | $ 4,782,100 | $ 4,782,100 |
Note 13 - Restatement to Prev_4
Note 13 - Restatement to Previously Issued Condensed Consolidated Financial Statements - Restatements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Deemed dividend attributable to preferred stock | $ (11,479,308) | $ (11,479,308) | $ (11,479,308) | $ (2,568,132) | ||
Net loss applicable to common stockholders | $ (3,309,866) | $ (15,621,885) | $ (2,184,510) | $ (17,496,267) | $ (20,806,133) | $ (8,697,685) |
Loss per common share -basic and diluted (in dollars per share) | $ (0.64) | $ (5.08) | $ (2.11) | $ (6.11) | $ (5.71) | $ (13.23) |
Issuance of Series B convertible preferred stock, net of issuance costs | $ 12,290,551 | |||||
Deemed Dividend on Series B convertible preferred stock | ||||||
Conversion of Series B convertible preferred stock to common stock | ||||||
Additional Paid in Capital, Convertible Preferred Stock [Member] | ||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 6,926,778 | 6,926,778 | ||||
Deemed Dividend on Series B convertible preferred stock | 11,479,308 | 11,479,308 | ||||
Conversion of Series B convertible preferred stock to common stock | (7,821,992) | (10,106,990) | ||||
Additional Paid in Capital, Common Stock [Member] | ||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 5,363,759 | 5,363,759 | ||||
Deemed Dividend on Series B convertible preferred stock | (11,479,308) | (11,479,308) | ||||
Conversion of Series B convertible preferred stock to common stock | 7,422,013 | $ 9,590,167 | ||||
Previously Reported [Member] | ||||||
Deemed dividend attributable to preferred stock | (4,782,100) | (4,782,100) | ||||
Net loss applicable to common stockholders | $ (8,924,677) | $ (10,799,059) | ||||
Loss per common share -basic and diluted (in dollars per share) | $ (2.90) | $ (3.77) | ||||
Previously Reported [Member] | Additional Paid in Capital, Convertible Preferred Stock [Member] | ||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 12,290,537 | |||||
Deemed Dividend on Series B convertible preferred stock | 4,782,100 | |||||
Conversion of Series B convertible preferred stock to common stock | $ (7,056,421) | |||||
Previously Reported [Member] | Additional Paid in Capital, Common Stock [Member] | ||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 0 | |||||
Deemed Dividend on Series B convertible preferred stock | (4,782,100) | |||||
Conversion of Series B convertible preferred stock to common stock | $ 6,656,442 |