Atossa Therapeutics (ATOS) 10-Q 13 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	ATOSSA GENETICS INC
Entity Central Index Key	1,488,039
Document Type	10-Q
Trading Symbol	ATOS
Document Period End Date	Jun. 30, 2018
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 Common Stock, Shares Outstanding		5,069,599
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 15,236,736	$ 7,217,469
Restricted cash	55,000	55,000
Prepaid expenses	440,389	250,944
Research and development tax rebate receivable	626,011	358,277
Other current assets	50,035	16,344
Total current assets	16,408,171	7,898,034
Furniture and equipment, net	60,926	11,467
Intangible assets, net	59,882	75,686
Other assets	48,867	178,907
Total assets	16,577,846	8,164,094
Current liabilities
Accounts payable	191,217	334,901
Accrued expenses	286,713	90,105
Payroll liabilities	952,657	784,867
Stock-based compensation liability	1,557,163
Other current liabilities	23,331	15,534
Total current liabilities	3,011,081	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 June 30, 2018 and December 31, 2017; Series B convertible preferred stock- $0.001 par value; 25,000 and 0 shares authorized, and 5,802 and 0 shares issued and outstanding, as of June 30, 2018 and December 31, 2017, respectively	6
Additional paid-in capital-Series B convertible preferred stock	5,234,116
Common stock - $0.18 par value; 175,000,000 shares authorized, 4,874,099 and 2,651,952 shares issued and outstanding, as of June 30, 2018 and December 31, 2017, respectively	877,329	477,342
Additional paid-in capital	78,898,602	71,887,674
Accumulated deficit	(71,443,288)	(65,426,329)
Total stockholders' equity	13,566,765	6,938,687
Total liabilities and stockholders' equity	$ 16,577,846	$ 8,164,094

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.18	$ 0.18
Common stock, authorized	175,000,000	175,000,000
Common stock, issued	4,874,099	2,651,952
Common stock, outstanding	4,874,099	2,651,952
Series A convertible preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	4,000	4,000
Preferred stock, issued		0
Preferred stock, outstanding	0	0
Series B convertible preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	25,000	0
Preferred stock, issued	5,802	0
Preferred stock, outstanding	5,802	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating expenses:
Research and development	$ 1,467,736	$ 824,094	$ 1,938,712	$ 1,368,396
General and administrative	2,674,920	1,072,169	4,078,385	2,231,458
Total operating expenses	4,142,656	1,896,263	6,017,097	3,599,854
Operating loss	(4,142,656)	(1,896,263)	(6,017,097)	(3,599,854)
Change in fair value of common stock warrants		(152,447)		(152,447)
Warrant financing expense		(192,817)		(192,817)
Other income	79	38	138	75
Loss before income taxes	(4,142,577)	(2,241,489)	(6,016,959)	(3,945,043)
Net loss	(4,142,577)	(2,241,489)	(6,016,959)	(3,945,043)
Deemed dividends attributable to preferred stock	(4,782,100)	(2,568,132)	(4,782,100)	(2,568,132)
Net loss applicable to common stockholders	$ (8,924,677)	$ (4,809,621)	$ (10,799,059)	$ (6,513,175)
Loss per common share - basic and diluted (in dollars per share)	$ (2.90)	$ (7.72)	$ (3.77)	$ (13.85)
Weighted average shares outstanding, basic and diluted (in shares)	3,073,803	623,004	2,864,033	470,139

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($)	Series B Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance, beginning at Dec. 31, 2017			$ 477,342	$ 71,887,674	$ (65,426,329)	$ 6,938,687
Balance, beginning (in shares) at Dec. 31, 2017			2,651,952			2,651,952
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Series B convertible preferred stock, net of issuance costs of $1,333,449	$ 14	$ 12,290,537				$ 12,290,551
Issuance of Series B convertible preferred stock, net of issuance costs of $1,333,449 (in shares)	13,624
Allocation of Series B convertible preferred stock to beneficial conversion feature		(4,782,100)		4,782,100
Deemed Dividend on Series B convertible preferred stock		4,782,100		(4,782,100)
Conversion of Series B convertible preferred stock to common stock	$ (8)	(7,056,421)	$ 399,987	6,656,442
Conversion of Series B convertible preferred stock to common stock (in shares)	(7,822)		2,222,147
Amortization of commitment shares				(39,703)		(39,703)
Compensation cost for stock options granted to executives and employees				394,189		394,189
Net loss					(6,016,959)	(6,016,959)
Balance, ending at Jun. 30, 2018	$ 6	$ 5,234,116	$ 877,329	$ 78,898,602	$ (71,443,288)	$ 13,566,765
Balance, ending (in shares) at Jun. 30, 2018	5,802		4,874,099			4,874,099

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical)	6 Months Ended
	Jun. 30, 2018USD ($)
Statement of Stockholders' Equity [Abstract]
Payments of Class A units issuance costs	$ 1,333,449

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,142,577)	$ (2,241,489)	$ (6,016,959)	$ (3,945,043)
Compensation cost for stock options granted			394,189	336,115
Loss on disposal of intangible asset				17,695
Change in stock-based compensation liability	179,050	181,408	1,557,163
Depreciation and amortization			17,838	73,193
Change in fair value of common stock warrants		152,447		152,447
Warrant financing expense		192,817		192,817
Changes in operating assets and liabilities:
Prepaid expenses			(189,445)	(56,769)
Research and development tax rebate receivable			(267,734)
Other assets			56,644	25,831
Accounts payable			(143,684)	241,491
Payroll liabilities			167,790	(287,479)
Accrued expenses			196,608	27,053
Other current liabilities			7,797	13,074
Net cash used in operating activities			(4,219,793)	(3,209,575)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment			(51,491)
Net cash used in investing activities			(51,491)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class A and Class B Units, net of issuance costs				3,871,636
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs			12,290,551
Net cash provided by financing activities			12,290,551	3,871,636
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH			8,019,267	662,061
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING BALANCE			7,272,469	3,082,962	$ 3,082,962
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, ENDING BALANCE	$ 15,291,736	$ 3,745,023	15,291,736	$ 3,745,023	$ 7,272,469
NONCASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for cashless exercise of common stock warrants				900,488
Amount receivable for warrant exercise				$ 2,600
Allocation of Class A and Class B Unit proceeds to warrant liability				1,612,416
Amortization of commitment shares			$ 39,703	$ 39,705

NATURE OF OPERATIONS

NATURE OF OPERATIONS	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NOTE 1: NATURE OF OPERATIONS Atossa Genetics Inc. (the “Company”) was incorporated on April 30, 2009 in the State of Delaware. The Company was formed to develop and market medical devices, laboratory tests and therapeutics to address breast health conditions. The Company’s fiscal year ends on December 31. The Company is focused on development of its pharmaceutical and drug delivery programs.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2: GOING CONCERN 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 six months ended June 30, 2018, the Company recorded a net loss of approximately $6.0 million and used approximately $4.2 million of cash in operating activities. As of June 30, 2018 the Company had approximately $15.2 million in cash and cash equivalents and working capital of approximately $13.4 million. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such capital will be obtained on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. 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, 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 12 to 18 months; however, additional capital resources will be needed to fund operations longer-term. 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.

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF ACCOUNTING POLICIES	NOTE 3: SUMMARY OF ACCOUNTING POLICIES 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-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended 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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. On April 20, 2018, the Company completed a 1-for-12 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 12 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, and the par value per share was changed to $0.18 per share. The number of authorized shares of common stock was not reduced as a result of the Reverse Stock Split. The Company’s common stock began trading on a reverse stock split-adjusted basis on April 20, 2018. All share and per share data included in this report has been retroactively restated to reflect the Reverse Stock Split. 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, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Lease Accounting Topic 842. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows In July 2017, the FASB issued ASU 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 In June 2018, The FASB issued ASU 2018-07, Compensation-Stock Compensation Improvements to Nonemployee Share Based Payment Accounting. Revenue from Contracts with Customers

PREPAID EXPENSES

PREPAID EXPENSES	6 Months Ended
	Jun. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses	NOTE 4: PREPAID EXPENSES Prepaid expenses consisted of the following: June 30, December 31, Prepaid insurance $ 148,284 $ 125,056 Retainer and security deposits 16,718 14,218 Professional services 110,094 97,788 Prepaid research and development 115,014 Financial exchange fees 27,500 Other 22,779 13,882 Total prepaid expenses $ 440,389 $ 250,944

RESEARCH AND DEVELOPMENT TAX RE

RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE	6 Months Ended
	Jun. 30, 2018
Research And Development Tax Rebate Receivable
RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE	NOTE 5: RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE On May 23, 2017 Atossa formed a wholly-owned subsidiary in Australia called Atossa Genetics AUS Pty Ltd. The purpose of this subsidiary is to perform research and development activities (“R&D”) including our Phase 1 and Phase 2 endoxifen clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. For the six months ended June 30, 2018, the Company incurred qualified R&D expenses of approximately $616,000, resulting in an increase to the R&D rebate receivable of approximately $268,000 from the year ended December 31, 2017 balance, and a corresponding offset to R&D expenses in the same amount. At June 30, 2018, we had a total R&D rebate receivable of approximately $626,000.

PAYROLL LIABILITIES

PAYROLL LIABILITIES	6 Months Ended
	Jun. 30, 2018
Payables and Accruals [Abstract]
PAYROLL LIABILITIES	NOTE 6: PAYROLL LIABILITIES Payroll liabilities consisted of the following: June 30, December 31, Accrued bonus payable $ 662,512 $ 566,000 Accrued vacation 167,174 147,861 Accrued payroll liabilities 122,971 71,006 Total payroll liabilities $ 952,657 $ 784,867

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7: STOCKHOLDERS’ EQUITY The Company is authorized to issue a total of 185,000,000 shares of stock consisting of 175,000,000 shares of common stock, par value $0.18 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. The Company has designated 750,000 shares of Series A junior participating preferred stock, par value $0.001 per share, 4,000 shares of Series A convertible preferred stock, par value $0.001 per share, and 25,000 shares of Series B convertible preferred stock through the filings of certificates of designation with the Delaware Secretary of State. No shares of Series A junior participating preferred stock and no shares of Series A convertible preferred stock are issued and outstanding as of June 30, 2018. On May 19, 2014, the Company adopted a stockholder rights agreement which provides that all stockholders of record on May 26, 2014 received a non-taxable distribution of one preferred stock purchase right for each share of the Company’s common stock held by such stockholder. Each right is attached to and trades with the associated share of common stock. The rights will become exercisable only if one of the following occurs: (1) a person becomes an “Acquiring Person” by acquiring beneficial ownership of 15% or more of the Company’s common stock (or, in the case of a person who beneficially owned 15% or more of the Company’s common stock on the date the stockholder rights agreement was executed, by acquiring beneficial ownership of additional shares representing 2.0% of the Company’s common stock then outstanding (excluding compensatory arrangements)), or (2) a person commences a tender offer that, if consummated, would result in such person becoming an Acquiring Person. If a person becomes an Acquiring Person, each right will entitle the holder, other than the Acquiring Person and certain related parties, to purchase a number of shares of the Company’s common stock with a market value that equals twice the exercise price of the right. The initial exercise price of each right is $15.00, so each holder (other than the Acquiring Person and certain related parties) exercising a right would be entitled to receive $30.00 worth of the Company’s common stock. If the Company is acquired in a merger or similar business combination transaction at any time after a person has become an Acquiring Person, each holder of a right (other than the Acquiring Person and certain related parties) will be entitled to purchase a similar amount of stock of the acquiring entity. 2018 Subscription Rights Offering of Units Consisting of Series B Convertible Preferred Stock and Warrants On May 9, 2018, the Company’s Registration Statement on Form S-1 with the Securities and Exchange Commission was declared effective to offer subscription rights to purchase up to 25,000 units at $1,000 per unit with each unit consisting of one share of Series B convertible preferred stock and warrants to purchase 284 shares of common stock. On May 29, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B convertible preferred stock with the Delaware Secretary of State creating a new series of its authorized preferred stock, par value $0.001 per share, designated as the Series B convertible preferred stock. The number of shares initially constituting the Series B preferred stock was set at 25,000 shares. On May 30, 2018, the Company completed its previously announced rights offering pursuant to which the Company sold an aggregate of 13,624 units consisting of an aggregate of 13,624 shares of Series B convertible preferred stock and 3,869,216 warrants, with each warrant exercisable for one share of common stock at an exercise price of $4.048 per share (the “2018 Warrants”), resulting in net proceeds to the Company of approximately $12.3 million, after deducting expenses relating to the rights offering, including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. Series B Convertible Preferred Stock The terms and provisions of our Series B convertible preferred stock are: Conversion. Fundamental Transactions. In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share exchanges in which our common stock is effectively converted into or exchanged for other securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding shares of our common stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding common stock, then, upon any subsequent conversion of the Series B convertible preferred stock, the holders of the Series B convertible preferred stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series B convertible preferred stock. Dividends. Voting Rights. Liquidation Preference . Redemption Rights. 2018 Warrants The terms and conditions of the warrants included in the 2018 rights offering are as follows: Exercisability 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 Exercise Price Transferability Exchange Listing Rights as Stockholder Redemption Rights Outstanding Warrants As of June 30, 2018, warrants to purchase 4,760,270 shares of common stock were outstanding including: 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 1,231 381.60 – 1,044.00 August - November, 2018 2017 Warrant A private placement 441,670 3.78 August 22, 2018 2017 Warrant B private placement 441,670 3.78 December 22, 2018 2018 Warrants 3,869,216 4.05 May 30, 2022 4,760,270 Conversion of Series B Convertible Preferred Stock During the three months ended June 30, 2018, certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of 7,822 shares of Series B convertible preferred stock into 2,222,147 shares of the Company's common stock based on the conversion ratio of approximately 284 shares of common stock for each share of Series B convertible preferred stock.

NET LOSS PER SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NOTE 8: NET LOSS PER SHARE The Company accounts for and discloses net income (loss) per common share in accordance with ASC Topic 260, Earnings Per Share The following table summarizes the Company’s calculation of net loss per common share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net Loss Per share Numerator Net loss $ (4,142,577 ) $ (2,241,489 ) $ (6,016,959) $ (3,945,043 ) Deemed dividend attributable to preferred stock (4,782,100 ) (2,568,132 ) (4,782,100) (2,568,132 ) Net loss attributable to common shareholders $ (8,924,677 ) $ (4,809,621 ) $ (10,799,059) $ (6,513,175 ) Denominator Weighted average common shares outstanding 3,073,803 623,004 2,864,033 470,139 Basic and diluted net loss per share $ (2.90 ) $ (7.72 ) $ (3.77 ) $ (13.85 ) The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share for the three and six months ended June 30, 2018 and 2017 because including them would be anti-dilutive: Three Months Ended Six Months Ended 2018 2017 2018 2017 Options to purchase common stock 200,954 93,464 187,391 62,841 Series A convertible preferred stock 182,030 91,518 Series B convertible preferred stock 900,367 452,671 Warrants to purchase common stock 2,275,808 511,650 1,599,074 273,905 Total 3,377,129 787,144 2,239,136 428,264 For the three and six months ended June 30, 2018 and 2017, the average price of our common stock was less than the exercise price of the vested stock options and exercisable warrants.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9: INCOME TAXES 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 expected to be realized. 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 income tax liabilities existed as of June 30, 2018 and December 31, 2017 due to the Company’s continuing operating losses.

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK	6 Months Ended
	Jun. 30, 2018
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK	NOTE 10: CONCENTRATION OF CREDIT RISK 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. At June 30, 2018 and December 31, 2017, the Company had $14,986,736 and $6,967,469 in excess of the FDIC insured limit, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11: COMMITMENTS AND CONTINGENCIES Lease Commitments The Company has a commitment under an operating lease to pay future minimum lease payments of $4,930, all of which is due in the year ending December 31, 2018. Litigation and Contingencies On October 10, 2013, a putative securities class action complaint, captioned Cook v. Atossa Genetics, Inc., et al. On March 23, 2018, the parties filed a stipulation of settlement with the court to settle the matter for $3.5 million, completely funded by defendants’ insurers, and on July 20, 2018 the Court approved the settlement. 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 have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	6 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK BASED COMPENSATION	NOTE 12: STOCK BASED COMPENSATION Stock Option and Incentive Plan On September 28, 2010, the Board of Directors approved the adoption of the 2010 Stock Option and Incentive Plan the (“2010 Plan”) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. Awards of incentive options may be granted under the 2010 Plan until September 2020. No other awards may be granted under the 2010 Plan after the date that is 10 years from the date of stock-holder approval. An aggregate of 5,556 shares were initially reserved for issuance in connection with awards granted under the 2010 Plan and on May 18, 2016, an additional 11,111 shares were reserved for issuance under the 2010 Plan. On May 9, 2017, the stockholders approved an additional 125,000 shares for issuance under the 2010 Plan. On April 12, 2018, the stockholders approved an additional 500,000 shares for issuance under the 2010 Plan. The following table presents the automatic additions to the 2010 Plan since inception pursuant to the “evergreen” terms of the 2010 Plan: 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 granted 611,668 options to purchase shares of common stock under the 2010 Plan during the six months ended June 30, 2018. No options were exercised during the three or six months ended June 30, 2018. There are 3,118 shares available for grant under the 2010 Plan as of June 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 $179,050 and $181,408 for the three months ended June 30, 2018 and 2017, respectively and $394,189 and $336,116 for the six months ended June 30, 2018 and 2017, respectively (excluding the liability options discussed below). The fair value of stock options granted for the six months ended June 30, 2018 and 2017 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Period ended June 30, 2018 2017 Risk free interest rate 2.47% - 2.71% 1.86% - 2.04% Expected term 5.24- 5.57 years 5.32- 6.36 years Dividend yield - % - % Expected volatility 108.81% - 126.43% 112.86% - 114.19% Options issued and outstanding as of June 30, 2018 under the 2010 Plan and their activities during the six months then ended are as follows: Number of Weighted- Weighted- Average Contractual Life Remaining in Years Aggregate Outstanding as of January 1, 2018 172,510 $ 49.27 $ Granted 611,668 2.39 Forfeited (338 ) 5.64 Expired Outstanding as of June 30, 2018 783,840 12.70 9.67 $ Exercisable as of June 30, 2018 82,536 93.84 8.19 $ Vested and expected to vest 783,840 12.70 9.67 $ At June 30, 2018, there were 701,304 unvested options outstanding and the related unrecognized total compensation cost associated with these options was approximately $1,810,227. This expense is expected to be recognized over a weighted-average period of 1.71 years. Option Grants Classified as Liabilities (“Liability Grants”) On June 27, 2018, the Company issued option awards to Dr. Steven C. Quay, Chairman of the Board, President and Chief Executive Officer and Kyle Guse, Chief Financial Officer, General Counsel and Secretary. The Company granted Dr. Quay 2,300,000 options and granted Mr. Guse 700,000 options, each exercisable for an equivalent number of shares of Company common stock. The options were granted pursuant to an option award agreement and were granted outside the Company’s 2010 Plan; however, they are subject to the terms and conditions of the 2010 Plan. The Liability Grants are exercisable for shares of common stock at an exercise price of $2.38 per share, which was the fair market value on the date of grant. The options have an exercise period of ten years from their date of issuance. If at the time the options are exercised the Company cannot deliver shares of common stock to the optionee including, for example, if there are insufficient shares available under the Plan at the time of exercise, then in lieu of the optionee paying the exercise price and the Company issuing shares of stock, the option may only be exercised on a cash “net basis” so that the Company will pay cash in an amount equal to the excess of the fair market value of the common stock over the option exercise price. There currently are not sufficient shares available under the Plan and the Company would be obligated to settle these options in cash if they were exercised. Because these options contain provisions that could require the Company to settle the options in cash in an event outside the Company’s control, they are accounted for as liabilities. The Liability Grants are subject to vesting requirements. Twenty-five percent of the options have vested as of the grant date, 50% of the options will vest quarterly over two years, and the remaining 25% will vest upon achievement of certain milestones related to clinical trial progress. 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 and six months ended June 30, 2018, the Company recognized compensation expense related to these options of $1,557,163. The fair value of liability options granted for the six months ended June 30, 2018 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Six months ended June 30, 2018 Risk free interest rate 2.71% Expected term 5.0 years Dividend yield - % Expected volatility 125.0%

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	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-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended 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 six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. On April 20, 2018, the Company completed a 1-for-12 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 12 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, and the par value per share was changed to $0.18 per share. The number of authorized shares of common stock was not reduced as a result of the Reverse Stock Split. The Company’s common stock began trading on a reverse stock split-adjusted basis on April 20, 2018. All share and per share data included in this report has been retroactively restated to reflect the Reverse Stock Split.
Use of Estimates	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	Recently Issued Accounting Pronouncements: In February 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Lease Accounting Topic 842. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows In July 2017, the FASB issued ASU 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 In June 2018, The FASB issued ASU 2018-07, Compensation-Stock Compensation Improvements to Nonemployee Share Based Payment Accounting. Revenue from Contracts with Customers

PREPAID EXPENSES (Tables)

PREPAID EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of prepaid expenses	Prepaid expenses consisted of the following: June 30, December 31, Prepaid insurance $ 148,284 $ 125,056 Retainer and security deposits 16,718 14,218 Professional services 110,094 97,788 Prepaid research and development 115,014 Financial exchange fees 27,500 Other 22,779 13,882 Total prepaid expenses $ 440,389 $ 250,944

PAYROLL LIABILITIES (Tables)

PAYROLL LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2018
Payables and Accruals [Abstract]
Schedule of payroll liabilities	Payroll liabilities consisted of the following: June 30, December 31, Accrued bonus payable $ 662,512 $ 566,000 Accrued vacation 167,174 147,861 Accrued payroll liabilities 122,971 71,006 Total payroll liabilities $ 952,657 $ 784,867

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Schedule of warrants	As of June 30, 2018, warrants to purchase 4,760,270 shares of common stock were outstanding including: 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 1,231 381.60 – 1,044.00 August - November, 2018 2017 Warrant A private placement 441,670 3.78 August 22, 2018 2017 Warrant B private placement 441,670 3.78 December 22, 2018 2018 Warrants 3,869,216 4.05 May 30, 2022 4,760,270

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Schedule of earning per share	The following table summarizes the Company’s calculation of net loss per common share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net Loss Per share Numerator Net loss $ (4,142,577 ) $ (2,241,489 ) $ (6,016,959) $ (3,945,043 ) Deemed dividend attributable to preferred stock (4,782,100 ) (2,568,132 ) (4,782,100) (2,568,132 ) Net loss attributable to common shareholders $ (8,924,677 ) $ (4,809,621 ) $ (10,799,059) $ (6,513,175 ) Denominator Weighted average common shares outstanding 3,073,803 623,004 2,864,033 470,139 Basic and diluted net loss per share $ (2.90 ) $ (7.72 ) $ (3.77 ) $ (13.85 )
Schedule of antidilutive securities	The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share for the three and six months ended June 30, 2018 and 2017 because including them would be anti-dilutive: Three Months Ended Six Months Ended 2018 2017 2018 2017 Options to purchase common stock 200,954 93,464 187,391 62,841 Series A convertible preferred stock 182,030 91,518 Series B convertible preferred stock 900,367 452,671 Warrants to purchase common stock 2,275,808 511,650 1,599,074 273,905 Total 3,377,129 787,144 2,239,136 428,264

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of automatic additions to the 2010 Plan	The following table presents the automatic additions to the 2010 Plan since inception pursuant to the “evergreen” terms of the 2010 Plan: 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
Schedule of stock options	Options issued and outstanding as of June 30, 2018 under the 2010 Plan and their activities during the six months then ended are as follows: Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2018 172,510 $ 49.27 $ Granted 611,668 2.39 Forfeited (338 ) 5.64 Expired Outstanding as of June 30, 2018 783,840 12.70 9.67 $ Exercisable as of June 30, 2018 82,536 93.84 8.19 $ Vested and expected to vest 783,840 12.70 9.67 $
Schedule of stock options valuation assumptions	The fair value of stock options granted for the six months ended June 30, 2018 and 2017 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Period ended June 30, 2018 2017 Risk free interest rate 2.47% - 2.71% 1.86% - 2.04% Expected term 5.24- 5.57 years 5.32- 6.36 years Dividend yield - % - % Expected volatility 108.81% - 126.43% 112.86% - 114.19%
Schedule of fair value of liability options granted	The fair value of liability options granted for the six months ended June 30, 2018 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Six months ended June 30, 2018 Risk free interest rate 2.71% Expected term 5.0 years Dividend yield - % Expected volatility 125.0%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (4,142,577)	$ (2,241,489)	$ (6,016,959)	$ (3,945,043)
Cash and cash equivalents	15,236,736		15,236,736		$ 7,217,469
Working capital	$ 13,400,000		13,400,000
Net cash provided by (used in) operating activities			$ (4,219,793)	$ (3,209,575)

SUMMARY OF ACCOUNTING POLICIE27

SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($)	Aug. 20, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Common stock, par or stated value (in dollars per share)		$ 0.18		$ 0.18
Restricted cash and cash equivalents		$ 55,000	$ 55,000
Reverse Stock Split [Member] | Subsequent Event [Member]
Description of reverse stock split	The Company completed a 1-for-12 reverse stock split of the shares of the Company’s common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 12 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, and the par value per share was changed to $0.18 per share.

PREPAID EXPENSES (Details)

PREPAID EXPENSES (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 148,284	$ 125,056
Retainer and security deposits	16,718	14,218
Professional services	110,094	97,788
Prepaid research and development	115,014
Financial exchange fees	27,500
Other	22,779	13,882
Total prepaid expenses	$ 440,389	$ 250,944

RESEARCH AND DEVELOPMENT TAX 29

RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Research and development expense	$ 1,467,736	$ 824,094	$ 1,938,712	$ 1,368,396
Research and development tax rebate receivable			$ 267,734
Atossa Genetics AUS Pty Ltd [Member]
Description of research and development cash rebate offer			Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country.
Research and development expense			$ 616,000
Research and development tax rebate receivable			$ 626,000		$ 268,000

PAYROLL LIABILITIES (Details)

PAYROLL LIABILITIES (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued bonus payable	$ 662,512	$ 566,000
Accrued vacation	167,174	147,861
Accrued payroll liabilities	122,971	71,006
Total payroll liabilities	$ 952,657	$ 784,867

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares	4,760,270
2014 Public Offering [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares	6,483
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 540
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Jan. 29, 2019
Placement Agent Fee [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares	1,231
Placement Agent Fee [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 381.60
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Aug. 31, 2018
Placement Agent Fee [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1,044
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Nov. 30, 2018
2017 Warrant A Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares	441,670
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 3.78
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Aug. 22, 2018
2017 Warrant B Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares	441,670
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 3.78
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	Dec. 22, 2018
2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable	May 30, 2018
2018 Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding | shares	3,869,216
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 4.05

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	May 30, 2018	May 09, 2018	Jun. 30, 2018	May 29, 2018	Dec. 31, 2017
Preferred stock, par value (in dollars per share)			$ 0.001		$ 0.001
Preferred stock, authorized			10,000,000		10,000,000
Value of shares issued			$ 12,290,551
Series B convertible preferred Stock [Member]
Preferred stock, par value (in dollars per share)				$ 0.001
Preferred stock, authorized				25,000
Number of stock converted			7,822
Number of stock issued upon conversion			2,222,147
Subscription Rights [Member]
Number of units issued	13,624	25,000
Unit price (in dollars per unit)		$ 1,000
Subscription Rights [Member] | Series B convertible preferred Stock [Member]
Number of shares consist in each unit		1
Number of shares issued	13,624
Stock conversion price (in dollars per share)			$ 3.52
Subscription Rights [Member] | Common Stock [Member] | Warrant [Member]
Number of shares consist in each unit		284
Number of shares issued	3,869,216
Number of common stock exercisable	1
Warrant exercise price (in dollars per share)	$ 4.048
Value of shares issued	$ 1,230
Description of warrant redemption rights			Warrants for $0.18 per warrant if the volume-weighted-average-price of our common stock equals or exceeds $10.56 per share for ten consecutive trading days.

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Numerator
Net loss	$ (4,142,577)	$ (2,241,489)	$ (6,016,959)	$ (3,945,043)
Deemed dividend attributable to preferred stock	(4,782,100)	(2,568,132)	(4,782,100)	(2,568,132)
Net loss attributable to common shareholders	$ (8,924,677)	$ (4,809,621)	$ (10,799,059)	$ (6,513,175)
Denominator
Weighted average common shares outstanding	3,073,803	623,004	2,864,033	470,139
Basic and diluted net loss per share	$ (2.90)	$ (7.72)	$ (3.77)	$ (13.85)

NET LOSS PER SHARE (Details 1)

NET LOSS PER SHARE (Details 1) - shares	3 Months Ended			6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 23, 2017	Jun. 30, 2018	Jun. 30, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	3,377,129		787,144	2,239,136	428,264
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded		182,030			91,518
Series B convertible preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	900,367			452,671
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	200,954	93,464		187,391	62,841
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of potential common shares excluded	2,275,808	511,650		1,599,074	273,905

CONCENTRATION OF CREDIT RISK (D

CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Risks and Uncertainties [Abstract]
Cash, FDIC insured amount	$ 250,000
Cash, uninsured amount	$ 14,986,736	$ 6,967,469

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Mar. 23, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Operating lease to pay in 2018 future minimum lease payments		$ 4,930		$ 4,930
General and administrative expenses		$ 2,674,920	$ 1,072,169	$ 4,078,385	$ 2,231,458
Amount paid claim settlement	$ 3,500,000

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details)	6 Months Ended
	Jun. 30, 2018shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	152,031
2012 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	2,502
2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	2,871
2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	4,128
2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	5,463
2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	18,368
2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	12,623
2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total additional shares	106,076

STOCK BASED COMPENSATION (Det38

STOCK BASED COMPENSATION (Details 1)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Risk free interest rate	2.71%
Expected term	5 years
Expected volatility	125.00%
Minimum [Member]
Risk free interest rate	2.47%	1.86%
Expected term		5 years 2 months 26 days
Expected volatility	108.81%	112.86%
Maximum [Member]
Risk free interest rate	2.71%	2.04%
Expected term		5 years 6 months 25 days
Expected volatility	126.43%	114.19%

STOCK BASED COMPENSATION (Det39

STOCK BASED COMPENSATION (Details 2)	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning | shares	172,510
Granted | shares	611,668
Forfeited | shares	338
Outstanding at ending | shares	783,840
Exercisable at ending | shares	82,536
Vested and expected to vest | shares	783,840
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Rollforward]
Outstanding at beginning | $ / shares	$ 49.27
Granted | $ / shares	2.39
Forfeited | $ / shares	5.64
Outstanding at ending | $ / shares	12.70
Exercisable at ending | $ / shares	93.84
Vested and expected to vest | $ / shares	$ 12.70
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Contractual Life Remaining in Years [Rollforward]
Outstanding at ending	9 years 8 months 12 days
Exercisable at end	8 years 2 months 8 days
Vested and expected to vest	9 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Rollforward]
Outstanding at beginning
Granted
Forfeited
Expired
Outstanding at ending
Exercisable at ending
Vested and expected to vest

STOCK BASED COMPENSATION (Det40

STOCK BASED COMPENSATION (Details 3)	6 Months Ended
	Jun. 30, 2018
Stock Based Compensation
Risk free interest rate	2.71%
Expected term	5 years
Expected volatility	125.00%

STOCK BASED COMPENSATION (Det41

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	Jun. 27, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018
Stock-based compensation expense		$ 179,050	$ 181,408	$ 1,557,163
Number of options granted				611,668
Option exercise price (in dollars per share)				$ 2.39
2010 Plan [Member]
Option exercise price (in dollars per share)		$ 2.38
Description of vesting rights		Twenty-five percent of the options have vested as of the grant date, 50% of the options will vest quarterly over two years, and the remaining 25% will vest upon achievement of certain milestones related to clinical trial progress.
2010 Plan [Member] | Dr. Steven C. Quay [Member]
Number of options granted	2,300,000
2010 Plan [Member] | Kyle Guse [Member]
Number of options granted	700,000