Skye Bioscience (SKYE) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 13, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Nemus Bioscience, Inc.
Entity Central Index Key	1,516,551
Trading Symbol	nmus
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		133,870,080
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 1,058,438	$ 259,955
Restricted cash	4,502	4,428
Prepaid expenses	96,522	291,428
Other current assets	2,609
Total current assets	1,162,071	555,811
Property and equipment, net	3,810	1,407
Total assets	1,165,881	557,218
Current liabilities
Accounts payable	45,503	100,921
Accounts payable - related party	15,000
Accrued payroll and related expenses	48,438	54,512
Accrued expenses	101,493	143,826
Warrant liabilities, short-term	11,110,567
Provision for conversion of Series B preferred stock		6,715
Convertible debt		235,000
Provision for conversion of convertible debt		265,000
Total current liabilities	11,321,001	805,974
Noncurrent liabilities
Series B warrant liability, long-term		551,322
Total liabilities	11,321,001	1,357,296
Commitments and contingencies (Note 7)
Stockholders' deficit
Common stock, $0.001 par value; 236 million shares authorized; 133,445,080 issued and outstanding as of September 30, 2018 and 33,622,829 issued and outstanding as of December 31, 2017	133,445	33,623
Additional paid-in-capital	15,731,537	9,444,831
Warrants	982,911	982,911
Accumulated deficit	(27,003,013)	(14,030,871)
Total stockholders' deficit	(10,155,120)	(3,569,506)
Total liabilities and stockholders' deficit	1,165,881	557,218
Convertible Series B Preferred Stock
Noncurrent liabilities
Redeemable Convertible Preferred Stock, value	0	822,201
Convertible Series D Preferred Stock
Noncurrent liabilities
Redeemable Convertible Preferred Stock, value	0	169,446
Convertible Series F Preferred Stock
Noncurrent liabilities
Redeemable Convertible Preferred Stock, value	$ 0	$ 1,777,781

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Par value of common stock issued (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	236,000,000	236,000,000
Common stock, shares issued	133,445,080	33,622,829
Common stock, shares outstanding	133,445,080	33,622,829
Convertible Series B Preferred Stock
Preferred stock, shares issued	0	2,833.55
Preferred stock, shares outstanding	0	2,833.55
Issuance costs (in dollars)		$ 347,091
Convertible Series D Preferred Stock
Preferred stock, shares issued	0	200
Preferred stock, shares outstanding	0	200
Issuance costs (in dollars)		$ 30,557
Convertible Series F Preferred Stock
Preferred stock, shares issued	0	2,000
Preferred stock, shares outstanding	0	2,000
Issuance costs (in dollars)		$ 118,855

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (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	$ 67,291	$ 88,550	$ 92,291	$ 241,302
General and administrative	978,329	673,080	3,284,880	2,631,408
Total operating expenses	1,045,620	761,630	3,377,171	2,872,710
Operating loss	(1,045,620)	(761,630)	(3,377,171)	(2,872,710)
Other expense (income)
Change in fair value of warrant liabilities	1,050,729	(281,497)	1,468,477	(320,495)
Fair value of warrant liability in excess of proceeds			7,174,634
Change in fair value of conversion rights of Series B preferred stock				(88,532)
Change in fair value of conversion rights of convertible debt			185,000
Financing transaction costs			137,192
Loss on extinguishment of convertible debt			590,392
Amortization of convertible debt discount			34,608
Interest expense			3,100
Interest income			(74)
Loss before income taxes	(2,096,349)	(480,133)	(12,970,500)	(2,463,683)
Provision for income taxes			1,642	2,431
Net loss and comprehensive loss	(2,096,349)	(480,133)	(12,972,142)	(2,466,114)
Less: Preferred deemed dividend				711,000
Net loss applicable to common shareholders	$ (2,096,349)	$ (480,133)	$ (12,972,142)	$ (3,177,114)
Basic earnings per common share (in dollars per share)	$ (0.02)	$ (0.02)	$ (0.11)	$ (0.12)
Diluted earnings per common share (in dollars per share)	$ (0.02)	$ (0.02)	$ (0.11)	$ (0.12)
Weighted average shares of common stock outstanding
Basic (in shares)	131,445,057	30,191,744	117,434,563	27,068,308
Diluted (in shares)	131,445,057	30,191,744	117,434,563	27,068,308

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss		$ (12,972,142)	$ (2,466,114)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,178	6,801
Loss on disposal of assets		804	138
Stock-based compensation expense		484,720	456,507
Amortization of warrants and stock issued for services	[1]		20,000
Change in fair value of conversion rights of Series B preferred stock			(88,532)
Change in fair value of conversion rights of convertible debt		185,000
Change in fair value of warrant liabilities		1,468,477	(320,495)
Fair value of warrant liability in excess of proceeds		7,174,634
Loss on extinguishment of convertible debt		590,392
Amortization of convertible debt discount		34,608
Common stock issued for services			187,550
Changes in assets and liabilities:
Prepaid expenses	[1]	194,906	(73,326)
Other current assets		(2,609)	831
Accounts payable		(55,418)	715,473
Accounts payable to related party		15,000
Accrued payroll and related expenses		(6,074)	278,161
Accrued license and patent reimbursement fees			80,893
Accrued expenses and other liabilities		(42,333)	14,342
Net cash used in operating activities		(2,928,857)	(1,187,771)
Cash flows from investing activities:
Purchases of property and equipment		(4,385)
Net cash used in investing activities		(4,385)
Cash flows from financing activities:
Proceeds from Series D preferred stock issuance, net of $183,343 issuance costs	[2]		1,131,857
Proceeds from common stock issuance, net of $16,901 issuance costs		3,233,099
Proceeds from warrant exercises		98,700
Proceeds from convertible debt issuance		400,000
Net cash provided by financing activities		3,731,799	1,131,857
Net increase (decrease) in cash, cash equivalents and restricted cash		798,557	(55,914)
Cash, cash equivalents and restricted cash, beginning of period		264,383	102,320
Cash, cash equivalents and restricted cash, end of period		1,062,940	46,406
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents		1,058,438	41,978
Restricted cash		4,502	4,428
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows		1,062,940	46,406
Cash paid during the period for:
Interest
Income taxes		1,642	$ 1,631
Supplemental disclosures of non-cash financing activities:
Conversion of outstanding preferred stock into common stock		1,947,227
Conversion of outstanding preferred stock subject to redemption into common stock		828,916
Fair value of common stock issued in extinguishment of convertible debt		1,710,000
Fair value of warrants issued in connection with Emerald financing		10,424,634
Reclassification of warrant liabilities due to exercise of warrants		$ 1,333,866
[1]	During the nine months ended September 30, 2017, warrants issued to service providers for consulting services were valued at $22,245 and were recorded as a Prepaid expense and amortized over the service period. During the nine months ended September 30, 2017, warrants issued to service providers for consulting services were valued at $30,000 and are being amortized over the service period.
[2]	During the nine months ended September 30, 2017 preferred deemed dividends of $536,000 were recognized on Series D Preferred Stock and $175,000 on Series C Preferred Stock.

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parentheticals) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Stock issuance costs	$ 16,901
Preferred deemed dividend		$ 711,000
Value of warrants issued for consulting services recorded as prepaid expense and amortized over period		22,245
Value of warrants issued for consulting services amortized over period		30,000
Series C Preferred Stock
Preferred deemed dividend		175,000
Series D Preferred Stock
Stock issuance costs		183,343
Preferred deemed dividend		$ 536,000

Nature of Operations and Busine

Nature of Operations and Business Activities	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Nature of Operations and Business Activities	1. Nature of Operations and Business Activities Nature of Operations Nemus Bioscience, Inc. is a biopharmaceutical company that plans to research, develop and commercialize therapeutics derived from cannabinoids through a number of license agreements with the University of Mississippi (“UM”). UM is the only entity federally permitted and licensed to cultivate cannabis for research purposes in the United States. Unless otherwise specified, references in these Notes to the Unaudited Condensed Consolidated Financial Statements to the “Company,” “we” or “our” refer to Nemus Bioscience, Inc., a Nevada corporation formerly known as Load Guard Logistics, Inc. (“LGL”), together with its wholly-owned subsidiary, Nemus, a California corporation (“Nemus”). Nemus became the wholly owned subsidiary of Nemus Bioscience, Inc. through the Merger (as defined below). Nemus Bioscience, Inc. (formerly LGL) was incorporated in Nevada on March 16, 2011. The wholly-owned subsidiary of Nemus Bioscience, Inc., Nemus, was incorporated in California on July 17, 2012. Our headquarters are located in Long Beach, California. In January 2018, the Company entered into a securities purchase agreement with Emerald Health Sciences, Inc. (“Emerald”) discussed in Note 4 below, pursuant to which Emerald purchased a majority of the equity interest in Nemus resulting in a change in control. As part of the transaction, the Company’s Board members, with the exception of Dr. Brian Murphy, the Company’s CEO/CMO, tendered their resignation and Emerald appointed two nominees to the new Board. Later, in October 2018 the Board appointed Dr. Avtar Dhillon, the Chairman, Chief Executive Officer and President of Emerald, as the Executive Chairman of the Company’s Board of Directors (Note 8). As of September 30, 2018, the Company has devoted substantially all of its efforts to securing product licenses, carrying out research and development, building infrastructure and raising capital. The Company has not yet realized revenue from its planned principal operations and is a number of years from potentially being able to do so. Liquidity and Going Concern The Company has incurred operating losses and negative cash flows from operations since inception and as of September 30, 2018, had an accumulated deficit of $27,003,013, a stockholders’ deficit of $10,155,120 and a working capital deficit of $10,158,930. The Company anticipates that it will continue to incur net losses into the foreseeable future in order to advance and develop a number of potential drug candidates into preclinical and clinical development activities and support its corporate infrastructure which includes the costs associated with being a public company. As of September 30, 2018, the Company had cash and cash equivalents of $1,058,438, as compared to $259,955 of cash and cash equivalents as of December 31, 2017. This increase is primarily attributable to the proceeds of $3,250,000 from the Emerald Financing (defined below) along with $400,000 of the $900,000 convertible bridge loan from Emerald. However, without additional funding management believes that the Company will not have sufficient funds to meet its obligations within one year from the date the Condensed Consolidated Financial Statements are issued. These conditions give rise to substantial doubt as to the Company’s ability to continue as a going concern. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent on its ability to raise additional sufficient funding to cover operating expenses and to invest in operations and development activities. On October 5, 2018, the Company entered into a Multi-Draw Credit Agreement (the “Credit Agreement”) with Emerald (Note 9). Under the Credit Agreement the Company is able to draw down up to $20 million from time to time in principal amounts of at least $250,000. The drawdowns are subject to approval by the Company’s Board of Directors, which is controlled by the directors and principal executive officer of Emerald. The Company plans to continue to pursue funding through public or private equity or debt financings, licensing arrangements, asset sales, government grants or other arrangements. However, the Company cannot provide any assurances that such additional funds will be available on reasonable terms, or at all. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company is unable to secure adequate additional funding, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets where possible, suspend or curtail planned programs or cease operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements have been prepared on a consistent basis with the Company’s Audited Consolidated Financial Statements for the fiscal year ended December 31, 2017, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and therefore, omit certain information and footnote disclosure necessary to present the financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or any future periods. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 19, 2018, which includes a broader discussion of the Company’s business and the risks inherent therein. Use of Estimates The preparation of the Condensed Consolidated 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 Condensed Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. Such estimates and judgments are utilized for stock-based compensation expense and equity securities or debt with embedded features. Risks and Uncertainties The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, results of research and development activities, uncertainties surrounding regulatory developments in the Unites States and the Company’s ability to attract new funding. (see Note 7) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk. Restricted Cash A deposit of $4,502 and $4,428 as of September 30, 2018 and December 31, 2017, respectively, was restricted from withdrawal and held by a bank in the form of a certificate of deposit. This certificate serves as collateral for payment of the Company’s credit cards. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, with the exception of the warrant liabilities, including, cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. The derivative liabilities related to the warrants and Series B preferred conversion liability were valued utilizing Level 3 inputs. Property and Equipment, Net Property and equipment, net, consists primarily of computers and equipment. Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed on a straight-line method based on the estimated useful life of the related asset currently ranging from two to three years. Maintenance and repairs that do not extend the life of assets are charged to expense when incurred. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. Income Taxes The Company accounts for deferred income tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities, and net operating loss carry forwards (the “NOLs”) and other tax credit carry forwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Any interest or penalties would be recorded in the Company’s statement of operations in the period incurred. The Company records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Due to the substantial doubt related to the Company’s ability to utilize its deferred tax assets, a valuation allowance for the full amount of the deferred tax assets has been established at September 30, 2018. As a result of this valuation allowance there are no income tax benefits reflected in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss to offset pre-tax losses. The Company recognizes a tax benefit from uncertain tax positions when it is more likely than not (50%) that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company has no material uncertain tax positions as of September 30, 2018. Convertible Instruments The Company accounts for hybrid contracts with embedded conversion features in accordance with GAAP. ASC 815, Derivatives and Hedging Activities When determining short-term vs. long-term classification of derivative liabilities, the Company first evaluates the instruments’ exercise provisions. Generally, if a derivative is a liability and exercisable within one year, it will be classified as short-term. However, because of the unique provisions and circumstances that may impact the accounting for derivative instruments, the Company carefully evaluates all factors that could potentially restrict the instrument from being exercised or create a situation where exercise would be considered remote. The Company re-evaluates its derivative liabilities at each reporting period end and makes updates for any changes in facts and circumstances that may impact classification. The Company accounts for convertible instruments with embedded conversion features in accordance with ASC 470-20, Debt with Conversion and Other Options The Company also follows ASC 480-10, Distinguishing Liabilities from Equity Warrants Issued in Connection with Financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. For warrants issued with a conditional obligation to issue a variable number of shares or the deemed possibility of a cash settlement, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other (income) expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Revenue Recognition The Company has not begun planned principal operations and has not generated any revenue since inception. Research and Development Expenses and Licensed Technology Research and development (“R&D”) costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third-party contract research organizations and investigative sites, third-party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries, benefits and stock-based compensation for the personnel involved in our preclinical and clinical drug development activities; and facilities expense, depreciation and other allocated expenses; and equipment and laboratory supplies. Costs incurred for the rights to use licensed technologies in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where there is an identified alternative future use. No cost associated with the use of licensed technologies has been capitalized to date. Stock-Based Compensation Stock-based compensation cost is estimated at the grant date based on the fair value of the award, and the cost is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. The Company uses the Black-Scholes Merton option pricing model for estimating the grant date fair value of stock options using the following assumptions: · Volatility - Stock price volatility is estimated based on industry peers who are also in the early development stage given the limited historical trading information in the public marketplace for the Company’s own stock. · Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award. · Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. treasury securities in effect during the period in which the awards were granted. · Dividends - The dividend yield assumption is based on our history and expectation of paying no dividends in the foreseeable future. Stock-Based Compensation for Non-Employees Upon the adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Compensation – Stock Compensation – Overall, Segment Information FASB ASC No. 280, Segment Reporting Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. ASC 220 requires that an entity records all components of comprehensive income (loss), net of their related tax effects, in its financial statements in the period in which they are recognized. For the three and nine months ended September 30, 2018 and 2017, the comprehensive income (loss) was equal to the net loss. Earnings Per Share The Company applies FASB ASC No. 260, Earnings per Share Three Months Ended September 30, (Unaudited) Nine Months Ended September 30, (Unaudited) 2018 2017 2018 2017 Stock options 1,850,073 1,130,000 1,850,073 1,130,000 Unvested restricted stock 1,918,501 1,050,000 1,918,501 1,050,000 Common shares underlying convertible preferred stock - 13,965,500 - 13,965,500 Warrants 51,055,750 11,649,500 51,055,750 11,649,500 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 Leases In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Topic 480, Distinguishing Liabilities from Equity In November 2018, the FASB issued ASU No. 2018-08 Collaborative Arrangements Revenue from Contracts with Customers Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement Fair Value Measurement

Warrants and Derivative Liabili

Warrants and Derivative Liabilities	9 Months Ended
	Sep. 30, 2018
Warrants And Derivative Liabilities [Abstract]
Warrants and Derivative Liabilities	3. Warrants and Derivative Liabilities Warrants There are significant judgments and estimates inherent in the determination of the fair value of the Company’s warrants. These judgments and estimates included the assumptions regarding its future operating performance, the time to completing a liquidity event and the determination of the appropriate valuation methods. If the Company had made different assumptions, the fair value of the warrants could have been significantly different. (See Note 2) Warrants vested and outstanding as of September 30, 2018 are summarized as follows: Amount Exercise Term Issued and Source Price (Years) Outstanding Pre 2015 Common Stock Warrants $ 1.00 6-10 4,000,000 2015 Common Stock Warrants $ 1.15-$5.00 5-10 442,000 2015 Series B Financing Common Stock Warrants to Series B Stockholders $ 0.00 5 1,456,250 Placement Agent Warrants $ 0.00 5 187,500 2016 Common Stock Warrants to Service Providers $ 1.15 10 40,000 2016 Series C Placement Agent Warrants $ 0.40 5 125,000 2017 Series D Placement Agent Warrants $ 0.25 5 480,000 2017 Common Stock Warrants to Service Provider $ 0.41 5 125,000 2018 Emerald Financing Warrants $ 0.10 5 44,200,000 Total warrants vested and outstanding as of September 30, 2018 51,055,750 2018 Emerald Financing Warrants In January and February 2018, the Company issued an aggregate of 40,800,000 and 3,400,000 fully vested common stock warrants to Emerald and an accredited investor, respectively, in conjunction with the Emerald Financing discussed below (See Note 4). The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity Derivative Liabilities- Emerald Warrant Liability 2017 Series D Placement Agent Warrants In January 2017, the Company issued 480,000 warrants to purchase common stock to its investment banker in exchange for services rendered in conjunction with the Series D Preferred Stock financing. The warrants vested immediately and had an estimated fair value of $115,200 utilizing the Black-Scholes option pricing model, this amount was recorded to issuance costs for the nine months ended September 30, 2017. 2017 Common Stock Warrants to Service Provider In February 2017, the Company entered into an agreement with one of its investors to provide advisory services on all matters including financing in exchange for 125,000 common stock warrants. The warrants vested immediately and had an estimated fair value of $30,000 utilizing the Black-Scholes option pricing model, this amount was recorded to general and administrative expense during the nine months ended September 30, 2017. Derivative Liabilities The following tables summarize the activity of derivative liabilities for the periods indicated: Nine Months Ended September 30, 2018 December 31, 2017 Fair Value of Derivative Liabilities Fair Value of Derivative Liabilities Issued Change in Fair value of Derivative Liabilities Reclassification of Derivatives to Equity September 30, 2018 Fair Value of Derivative Liabilities Emerald Financing - Warrant Liability $ - $ 10,424,634 $ 192,808 $ - $ 10,617,442 Series B Warrant Liability 551,322 - 1,275,669 (1,333,866 ) 493,125 Series B Preferred Stock Conversion Liability 6,715 - - (6,715 ) - Total $ 558,037 $ 10,424,634 $ 1,468,477 $ (1,340,581 ) $ 11,110,567 Nine Months Ended September 30, 2017 December 31, 2016 Fair Value of Derivative Liabilities Fair Value of Derivative Liabilities Issued Change in Fair value of Derivative Liabilities Reclassification of Derivatives to Equity September 30, 2017 Fair Value of Derivative Liabilities Series B Warrant Liability $ 1,112,308 $ - $ (320,495 ) $ - $ 791,813 Series B Preferred Stock Conversion Liability 118,821 - (88,532 ) (5,861 ) 24,428 Total $ 1,231,129 $ - $ (409,027 ) $ (5,861 ) $ 816,241 Emerald Financing Warrant Liability In January and February 2018, the Company issued 44,200,000 warrants to purchase common stock in conjunction with the Emerald Financing discussed above. The warrants vest immediately and have an exercise price of $0.10 per share with a term of five years and are exercisable in cash or through a cashless exercise provision. The warrants contain an anti-dilution protection feature provided to the investors if the Company subsequently issues or sells any shares of common stock, stock options, or convertible securities at a price less than the exercise price of $0.10. The exercise price is automatically adjusted down to the price of the instrument being issued. In addition, the warrants contain a contingent put option in the event that the Company undergoes a subsequent financing that results in a change in control. The warrant holders also have the right to participate in subsequent financing transactions on an as-if converted basis. The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity Derivatives and Hedging/Contracts in Entity’s Own Equity Fair Value Measurement The warrant liabilities have been valued using Monte Carlo simulations conducted at the closing dates of January 19, 2018 and February 16, 2018 and at September 30, 2018 using the following assumptions: September 30, 2018 At issuance Dividend yield 0.00 % 0.00 % Volatility factor 70.00 % 70.00 % Risk-free interest rate 2.92 % 2.45-2.6 % Expected term (years) 4.30-4.38 5.0 Closing price per share of common stock $ 0.30 $ 0.29-0.30 Because fair value assigned to the warrants exceeded the proceeds received in the Emerald Financing, none of the consideration was allocated to common stock and the Company recorded an adjustment for the difference between the fair value of the warrant liabilities and the total proceeds received to other expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2018 as follows: Closing January 2018 February 2018 Total Initial Fair Value of Emerald Financing Warrant Liability $ 4,717,211 $ 5,707,423 $ 10,424,634 Less: Proceeds from Emerald Financing 1,500,000 1,750,000 3,250,000 Excess over proceeds adjustment $ 3,217,211 $ 3,957,423 $ 7,174,634 In addition, because the aggregate proceeds were allocated to the fair value of the Emerald Financing Warrant Liability, issuance costs totaling $137,191 were charged to other expense for the nine months ended September 30, 2018. For the three months ended September 30, 2018, the Company recorded other expense of $1,006,879 related to the change in fair value of the Emerald Financing Warrant Liability included in the Condensed Consolidated Statement of Operations and Other Comprehensive Loss. Approximately $126,000, of the increase to the Emerald Warrant Liability related to a change in estimate in the probability of the put option being exercised. Series B Warrant Liability In conjunction with the Series B Preferred Stock financing, the Company issued 6,437,500 common stock warrants exercisable at a price of $1.15 per share, the warrants expire five years from the issuance date. The warrants were initially valued at $2,935,800 utilizing the Black-Scholes pricing model. The warrants are exercisable in cash or through a cashless exercise provision and contain certain cash redemption rights. The Series B warrants also had a “down-round” protection feature if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the current exercise price. The down round provision was triggered and automatically adjusted down to $0.10 on December 28, 2017, after the Company entered into the Secured Promissory Note for a convertible bridge loan (See Note 8) and again to $0.00 on January 19, 2018, as a result of the Emerald Financing. The strike price for these warrants is now permanently reset. However, because the remaining warrant holders still have certain cash redemption rights upon the occurrence of certain fundamental transactions, as defined in the Series B warrant agreements, the warrants continue to require liability classification. The Company reviewed the classification of the warrants as liabilities or equity under the guidance of ASC 480-10, Distinguishing Liabilities from Equity The Company utilized the Black Scholes Merton Option Pricing Model to compute the fair value of the warrants, the assumptions are outlined as follows: As of September 30, 2018 As of December 31, 2017 Dividend yield 0.00 % 0.00 % Volatility factor 70.00 % 70.00 % Risk-free interest rate 2.786-2.789 % 1.947-1.949 % Expected term (years) 1.89-1.90 2.64-2.65 Weighted-average fair value of warrants $ 0.300 $ 0.086 In January 2018, 987,000 Series B warrants were exercised at a price of $0.10 resulting in cash proceeds to the Company of $98,700. Prior to exercise, these Series B Warrants were adjusted to fair market value using a Black Scholes Merton Option Pricing Model which considered the closing trading price on the exercise dates. From January 19, 2018 through September 30, 2018, 3,806,750 Series B warrants were exercised at a price of $0.00 for no consideration. Prior to exercise, these Series B Warrants were adjusted to fair market value using a Black Scholes Merton Option Pricing Model which considered the closing trading price on the exercise dates. Because the exercise price of these options had been reset to $0.00, the fair value derived from the valuation model approximated the market value of the Company’s common stock on the exercise dates. (See Note 4) For the three months ended September 30, 2018 and 2017, the Company recorded other expense of $43,850 and $281,497, respectively, related to the change in fair value of the Series B Warrant Liability included in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Series B Preferred Stock Conversion Liability On August 20, 2015, in connection with the Series B Preferred Stock financing, the Company bifurcated a conversion liability related to a down-round protection provided to the Series B investors. The value of this embedded derivative was determined utilizing a “with and without” method by valuing the preferred stock with and without the down round protection. During the first fiscal quarter of 2018, all of the remaining Series B Preferred Stock was converted to common stock (See Note 4) and as a result, the Series B conversion liability was reduced to zero. The reduction of this liability totaling $6,715 was recorded to equity for the nine months ended September 30, 2018.

Stockholders' Deficit and Capit

Stockholders' Deficit and Capitalization	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Stockholders' Deficit and Capitalization	4. Stockholders’ Deficit and Capitalization Common Stock On January 19, 2018, the Company entered into a Securities Purchase Agreement in which the Company sold to Emerald 15,000,000 shares of common stock and a warrant to purchase 20,400,000 shares of common stock at an exercise price of $0.10 for aggregate gross proceeds of $1,500,000 (“the Emerald Financing”). This transaction also resulted in the conversion of the $900,000 Secured Promissory Note (discussed in Note 8 below) at $0.10 per share to 9,000,000 shares of common stock and represented the first of two closings under the Agreement. As a result of this transaction, the Company had a change in control and all Board members, with the exception of Dr. Brian Murphy, the Company’s CEO/CMO, tendered their resignation. Emerald has appointed its nominees to the new Board. The Securities Purchase Agreement also provides that in the case of a subsequent financing in which the purchase price is less than $0.10 per share, Emerald shall be issued additional shares in order to protect against anti-dilution. The second closing under the Emerald Financing occurred on February 16, 2018, pursuant to which Nemus issued and sold to Emerald 15,000,000 shares of Nemus’ common stock, and a warrant to purchase 20,400,000 shares of Common Stock at an exercise price of $0.10 per share for a term of five years. In addition, an accredited investor purchased 2,500,000 shares of common stock and a warrant to purchase 3,400,000 shares of common stock at an exercise price of $0.10 per share for a term of five years. The Company received aggregate gross proceeds of $1,750,000 from the second closing. In connection with the private placement, the Company was liable to reimburse Emerald for legal fees up to $25,000; total billings received as of September 30, 2018 are insignificant to the Condensed Consolidated Financial Statements. During the nine months ended September 30, 2018, all remaining Series B, D, and F stockholders converted their shares of preferred stock to common stock. This resulted in 2,833.5 shares of Series B Preferred Stock being converted into 28,335,000 shares of common stock at an effective price of $0.10 per share and 0.05 shares of Series B Preferred Stock being converted into 50,000 shares of common stock at an effective price of $0.001 per share, 200 shares of Series D Preferred Stock being converted into 2,000,000 shares of common stock at an effective price of $0.10 per share, and 2,000 shares of Series F Preferred Stock being converted into 20,000,000 shares of common stock at an effective price of $0.10 per share. During the nine months ended September 30, 2018, the Series B warrant holders exercised warrants with an intrinsic value of $1,308,175 which resulted in the issuance of 4,793,750 shares of common stock. Preferred Stock The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.001 per share. As of September 30, 2018, all of the redeemable Convertible Series B and Convertible Series C, D and F Preferred Stock was fully converted, as disclosed above under “Common Stock” and is no longer outstanding. For a description of the provisions of each preferred series previously issued and outstanding at December 31, 2017, refer to annual report on Form 10-K for the year ended December 31, 2017.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	5. Stock-Based Compensation Stock Incentive Plan On October 31, 2014, after the closing of the Merger, our Board of Directors approved the 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2014 Plan initially reserved 3,200,000 shares for future grants. As of September 30, 2018, the Company had 701,499 shares available for future grant under the 2014 Plan. In October 2018, the Company increased the share reserve under the 2014 Plan; refer to Note 9 for more information. The 2014 Plan authorizes the issuance of awards including stock options, stock appreciation rights, restricted stock, stock units and performance units to employees, directors, and consultants of the Company. The following is a summary of option activity under the Company’s 2014 Plan for the nine months ended September 30, 2018: Weighted Average Weighted Remaining Number of Shares Average Exercise Price Contractual Term Outstanding, December 31, 2017 1,130,000 $ 0.60 6.89 Granted - - - Exercised - - - Cancelled (48,000 ) 2.57 - Forfeited (427,000 ) 0.66 - Outstanding, September 30, 2018 655,000 $ 0.42 6.11 Exercisable, September 30, 2018 393,000 $ 0.42 6.11 During the nine months ended September 30, 2018, no stock options were exercised. The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at September 30, 2018 for those stock options for which the quoted market price was in excess of the exercise price (“in-the-money options”). The aggregate intrinsic value of options exercisable, and vested and expected to vest as of September 30, 2018, was $-0- and $-0-, respectively. No options were granted to non-employees during the three and nine months ended September 30, 2018 and 2017. The following is a summary of RSA activity under the Company’s 2014 Plan for the nine months ended September 30, 2018: Number of Shares Weighted Average Grant Date Fair Value Outstanding, December 31, 2017 1,050,000 $ 0.75 Granted 643,501 0.26 Released (675,000 ) 0.75 Outstanding, September 30, 2018 1,018,501 $ 0.44 Expected to vest, September 30, 2018 1,018,501 $ 0.44 On February 28, 2018, in conjunction with the signing of the K2C separation agreement discussed in Note 8 below, Mr. Lykos’ RSA’s amounting to 325,000 shares vested immediately resulting in a Type III award modification and a credit to stock compensation of $98,042 for the nine months ended September 30, 2018 due to a lower fair market value of those shares as of the modification date. On May 25, 2018, in conjunction with the signing of her separation agreement, the former Nemus CFO, Ms. Elizabeth Berecz’s RSA’s amounting to 350,000 shares vested immediately resulting in a Type III award modification and a credit to stock compensation of $97,183 for the nine months ended September 30, 2018 due to a lower fair market value of those shares as of the modification date as compared to the fair value immediately prior to acceleration. Awards Granted Outside the 2014 Plan Options On May 25, 2018, the Company entered into Stock Option Agreement with Douglas Cesario, CFO, granting 1,195,073, stock options with an exercise price equal to $0.245 and a grant date fair market value of $200,172. The options vest 25% on July 23, 2018, and the remaining 75% will vest 1/33 on each of the next 33 months thereafter. Options will fully vest upon a Triggering Event, including a Sale of the Company or a Merger that results in a change of control. The aggregate intrinsic value of the awards exercisable and vested and expected to vest as of September 30, 2018, is $19,420 and $65,729, respectively. Restricted Stock Awards On January 18, 2018, the Company entered into Restricted Stock Agreements with each of Dr. Murphy, Elizabeth Berecz, CFO, and Cosmas N. Lykos, the Company’s Founder granting 900,000, 700,000, and 900,000 shares of restricted common stock, respectively, with a fair market value of $475,000. These agreements were issued outside of the 2014 Omnibus Incentive Plan. The restricted stock vests in equal 50% installments on the first and second anniversaries of the grant date, subject to continued employment with Nemus through the applicable vesting date. Each Restricted Stock Agreement provides that if an executive’s employment or service is terminated by the Company without cause, or is terminated by the grantee for good reason, then the executive shall be entitled to receive a cash severance payment equal to six months of their base compensation, payable in substantially equal installments during the six-month period following the separation along with accelerated vesting of all outstanding stock awards. On February 28, 2018, in conjunction with the signing of the K2C separation agreement discussed in Note 8 below, Mr. Lykos’ Restricted stock awards amounting to 900,000 shares became immediately vested resulting in a Type III award modification and stock compensation expense of $216,000 for the nine months ended September 30, 2018, due to an increase in the fair value of the award immediately before and after the modification date. On May 25, 2018, in conjunction with the signing of her separation agreement discussed above, the former Nemus CFO, Ms. Elizabeth Berecz’s Restricted stock awards amounting to 700,000 shares became immediately vested resulting in the recording of compensation expense of $184,800 for the nine months ended September 30, 2018, due to an increase in the fair value of the award immediately before and after the modification date. Stock-Based Compensation Expense The Company recognizes stock-based compensation expense based on the fair value of that portion of stock options that are ultimately expected to vest during the period. Stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss includes compensation expense for stock-based awards based on the estimated grant date fair value over the requisite service period. For the three months ended September 30, 2018 and 2017, the Company recognized stock-based compensation expense of $154,508 and $152,172, respectively (including compensation expense for RSAs discussed above), which was recorded as a general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. For the nine months ended September 30, 2018 and 2017, the Company recognized stock-based compensation expense of $484,720 and $456,507, respectively (including compensation expense for RSAs discussed above), which was recorded as a general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The total amount of unrecognized compensation cost was $547,447 as of September 30, 2018. This amount will be recognized over a weighted average period of 2.06 years.

Significant Contracts

Significant Contracts	9 Months Ended
	Sep. 30, 2018
Significant Contracts [Abstract]
Significant Contracts	6. Significant Contracts University of Mississippi Agreements In July 2013, the Company entered into a Memorandum of Understanding (MOU) with UM to engage in joint research of extracting, manipulating, and studying cannabinoids in certain forms to develop intellectual property (IP) with the intention to create and commercialize therapeutic medicines. This MOU resulted in Nemus entering into several licenses and research agreements with UM, related to a prodrug of tetrahydrocannabinol (THC) and an analog of cannabidiol (CBD). The term of the MOU agreement expired in 2018 and was not renewed since the Company and the University had entered into a number of licenses for the aforementioned compounds. UM 5050 pro-drug agreements On September 29, 2014, the Company executed three license agreements with UM pursuant to which UM granted the Company exclusive, perpetual, worldwide licenses, including the right to sublicense, to intellectual property related to UM 5050, a pro-drug formulation of tetrahydrocannabinol, or THC for products administered through each of ocular, oral or rectal delivery. Nemus has decided to initially focus UM 5050 product development on developing ocular medicines for the treatment of ophthalmic-related diseases of the eye. In July 2018, the Company notified UM that it will renew the license for UM5050 related to ocular delivery of the prodrug of THC. The license agreement for ocular delivery contains certain milestone payments, royalty and sublicensing fees, as defined therein. There is an annual fee of $25,000, payable on the anniversary of the effective date and this amount was paid in September 2018. The aggregate milestone payments under the license agreement, if the milestones are achieved, is $0.7 million. The license agreement also requires the Company to reimburse UM for patent costs incurred related to these products under license. The license agreement will terminate upon expiration of the patents, breach or default of the license agreement, or upon 60 days’ written notice by the Company to UM. On October 15, 2014, the Company signed a renewable option agreement for the rights to explore other routes of delivery of UM 5050 not yet agreed upon and/or in combination with other cannabinoids or other compatible compounds. The Company is working with UM to establish new licenses derived from this option agreement and has let the other routes of administration option expire. UM 8930 analogue agreements: On December 14, 2015, the Company executed two license agreements with UM pursuant to which UM granted the Company exclusive, perpetual, worldwide licenses, including the right to sublicense, to intellectual property related to UM 8930, an analogue formulation of cannabidiol (“CBD”) for products administered through each of ocular or rectal delivery. In July 2018, the Company renewed the ocular delivery license. The license agreement for ocular delivery contains certain milestone payments, royalty and sublicensing fees, as defined therein. There is an annual fee of $25,000, payable on the anniversary of the effective date. The aggregate milestone payments under the license agreement, if the milestones are achieved, is $0.7 million. The license agreement also requires the Company to reimburse UM for patent costs incurred related to these products under license. The license agreement will terminate upon expiration of the patents, breach or default of the license agreement, or upon 60 days’ written notice by the Company to UM. On December 14, 2015, the Company signed a renewable option agreement for the rights to explore other routes of delivery of UM8930 not yet agreed upon and/or in combination with other cannabinoids or other compatible compounds. The Company is working with UM to establish new licenses derived from this option agreement and has let the other routes of administration option expire. UM 5070 license agreement: On January 10, 2017, the Company entered into a license agreement with UM pursuant to which UM granted the Company an exclusive, perpetual license, including the right to sublicense, under intellectual property related to UM 5070, a platform of cannabinoid-based molecules to research, develop and commercialize products for the treatment of infectious diseases. The license agreement culminates roughly one year of screening and target molecule identification studies especially focused on therapy-resistant infectious organisms like methicillin-resistant Staphylococcus aureus (MRSA). The license agreement contains certain milestone payments, royalty and sublicensing fees, as defined therein. There is an annual fee of $25,000, payable on the anniversary of the effective date and this amount was paid in January 2018. The aggregate milestone payment under the license agreement, if the milestones are achieved, is $0.7 million. This license agreement also requires the Company to reimburse UM for patent costs incurred related to these products under the license. This license agreement will terminate upon expiration of the patents, breach or default of the license agreement, or upon 60 days’ written notice by the Company to UM. UM Research Agreement The Company signed a research agreement with UM on August 28, 2018 to conduct an animal study in normotensive and glaucomatous animals to assess the use of NB1111, the prodrug of THC, using solid lipid nanoparticle delivery (SLN) of the company’s proprietary molecule when compared to a prostaglandin standard of care. Safety data will also be collected. The term of the Research Agreement is through January 31, 2019 and may be terminated for convenience or cause by either party at any time without penalty. The aggregate amount of payments due by the Company under the contract for the services rendered is up to $155,156. Upon cancellation the Company is responsible to pay any amounts incurred by UM for the services through the termination date. AMRI Agreement On July 31, 2018, the Company entered into a letter agreement with Albany Molecular Research Inc., or AMRI, pursuant to which AMRI is to provide services to the Company for process development and analytical method development and qualification for the Company’s prodrug of tetrahydrocannabinol, or THC, as well as for sample production and a stability study. Pursuant to the terms of the agreement, the Company will pay an estimated $64,200 in fees and expenses for the initial evaluation and development of a process for the production of the Company’s pro-drug of THC to ensure reproducibility, quality and safety. After the initial evaluation, the Company has agreed to pay additional fees and expenses for manufacturing, sample production of the Company’s pro-drug of THC and a stability study, as well as possible extensions to or modifications of the aforementioned projects. The Company may at any time cancel or delay any project under the agreement prior to the scheduled start date. The Company must reimburse AMRI for costs incurred prior to and including the date of cancellation plus any reasonable and foreseeable costs associated with stopping work on any project, including AMRI’s loss of revenue incurred as the result of reserving production facilities for the Company’s exclusive use. The Company may terminate the agreement in whole or in part at any time upon 30 days’ written notice. Either party may terminate the agreement in writing in the event of default by the other party that is not cured within 30 days of receipt of notice of default for the following events of default: (i) insolvency of such party, (ii) any assignment for the benefit of creditors of such party, (iii) voluntary or involuntary filing of a petition order or other decree in bankruptcy by or against such party, (iv) commencement of any proceeding for liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of such party, (v) failure by such party to comply with any provision of the agreement in any material respect, and (vi) proof that any representations by such party were false when made.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Legal Matters General Litigation and Disputes From time to time, in the normal course of our operations, we may be a party to litigation and other dispute matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable outcome to any legal matter, if material, could have a materially adverse effect on our operations or our financial position, liquidity or results of operations. As of September 30, 2018, there were no pending or threatened lawsuits or claims that could reasonably be expected to have a material effect on the Company’s financial position or results of operations, but the Company has filed a petition commencing arbitration as described below. Pending Series E Preferred Stock Financing and Filing for Arbitration On May 3, 2017, the Company entered into a securities purchase agreement with a purchaser to sell 1,000,000 shares of a new Series E Preferred Stock, par value $0.001 per share, at a purchase price of $20.00 for each preferred share for aggregate gross proceeds of $20,000,000. The securities purchase agreement provides for no conditions precedent to the close and that closing is not to occur later than July 10, 2017. The purchaser did not provide funding to close the transaction on July 10, 2017 as required under the securities purchase agreement and requested an extension of the closing date. In connection with the signing of the securities purchase agreement, an affiliate of the purchaser entered into a financial guarantee to the benefit of the Company that provided for payment of the purchase price in full within 90 days of exercise. The Company exercised this guarantee on July 12, 2017. The guarantor has failed to pay the $20,000,000 within 90 days of notice of the purchaser’s default, as required by the terms of the guaranty. On November 8, 2017, the Company filed a petition commencing arbitration against the purchaser and guarantor as well as other related individuals. In the petition, the Company asserts, among other things, breach of contract against the purchaser for its failure to close its purchase of Series E Preferred Stock as required by the securities purchase agreement. The Company also asserts a breach of contract claim against the guarantor for its failure to honor its guarantee of the transaction. The petition was filed with Judicial Arbitration and Mediation Services, Inc., ENDISPUTE in Orange County, California, as required by the securities purchase agreement. The Company has engaged its legal counsel in the matter on a contingent-fee basis, other than costs, and intends to pursue damages and remedies in connections with these agreements. This legal action remains on-going. Government Proceedings Like other companies in the pharmaceutical industry, we are subject to extensive regulation by national, state and local government agencies in the United States. As a result, interaction with government agencies occurs in the normal course of our operations. It is possible that criminal charges and substantial fines and/or civil penalties or damages could result from any government investigation or proceeding. As of September 30, 2018, the Company had no proceedings or inquiries. Change in Control Severance Plan In February 2015, we adopted a change in control severance plan, in which our named executive officers participate, that provides for the payment of severance benefits if the executive’s service is terminated within twelve months following a change in control, either due to a termination without cause or upon a resignation for good reason (as each term is defined in the plan). In either such event, and provided the executive timely executes and does not revoke a general release of claims against the Company, he or she will be entitled to receive: (i) a lump sum cash payment equal to at least six months of the executive’s monthly compensation, plus an additional month for each full year of service over six years, (ii) Company-paid premiums for continued health insurance for a period equal to length of the cash severance period or, if earlier, when executive becomes covered under a subsequent employer’s healthcare plan, and (iii) full vesting of all then-outstanding unvested stock options and restricted stock awards.

Related Party Matters

Related Party Matters	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Matters	8. Related Party Matters K2C, Inc. In June 2014, our subsidiary entered into an independent contractor agreement with K2C, Inc. (“K2C”), which is wholly owned by the Company’s then Executive Chairman and Co-Founder, Mr. Cosmas N. Lykos, pursuant to which the Company paid K2C a monthly fee for services performed by Mr. Lykos for the Company. The agreement expired on June 1, 2017 and was automatically renewed for one year pursuant to the terms of the agreement. The monthly fee under the agreement was $10,000 and increased to $20,000 effective April 1, 2017. In February 2018, the Company entered into a separation and release agreement with K2C, which provided for a lump sum payment of $180,000 and the immediate vesting of 900,000 shares of restricted common stock granted on January 18, 2018, 325,000 shares of restricted common stock granted on October 20, 2015, and 125,000 options granted on November 21, 2014, in exchange for a release of claims and certain other agreements. The Company recognized additional stock-based compensation expense of $112,270 for these restricted stock and option awards. For the three months ended September 30, 2018, no expense was incurred under this agreement. Total expense incurred under this agreement was $60,000 for the three months ended September 30, 2017. For the nine months ended September 30, 2018 and 2017, total expense incurred under this agreement was $220,000 (including the previously discussed lump sum payment) and $150,000 respectively. Under the separation agreement, Mr. Lykos was allowed to participate in the Company’s health, death and disability insurance plans for six months subsequent to K2C’s separation. Emerald Health Sciences On February 1, 2018, the Company entered into an Independent Contractor Agreement with Emerald, pursuant to which Emerald agreed to provide such services as are mutually agreed between the Company and Emerald, including reimbursement for reasonable expenses incurred in the performance of the Independent Contractor Agreement. These services can include, but are not limited to, corporate advisory services and technical expertise in the areas of business development, marketing, investor relations, information technology and product development. The Independent Contractor Agreement has an initial term of ten years and specifies compensation which is agreed upon between the Company’s chief executive officer and Emerald’s Chairman, CEO and President on a month-to-month basis. The fee due under this agreement is payable on a monthly basis, however, if the Company is unable to make payments due to insufficient funds, then interest on the outstanding balance will accrued at a rate of 12% per annum, calculated semi-annually. Under this agreement, for the three and nine months ended September 30, 2018, the Company incurred expenses of $150,000 and $400,000, respectively. On February 6, 2018, the Company entered into a Consulting Agreement with Dr. Avtar Dhillon, the Chairman, Chief Executive Officer and President of Emerald. The services under the Consulting Agreement include, corporate finance and strategic business advisory. The Consulting Agreement has an initial term of one year and renews automatically unless terminated by either party. The agreement specifies an annual fee of $60,000 payable semi-monthly in installments, including reimbursement for reasonable expenses incurred in the performance of the services. The contractor is also entitled to a discretionary annual bonus, payable 120 days after each fiscal year end, to be determined by the Board upon its annual review. Under this agreement, for the three and nine months ended September 30, 2018, the Company incurred $15,000 and $45,000, respectively. At September 30, 2018, $15,000 is accrued and included in accounts payable – related party in the Condensed Consolidated Balance Sheets. The Consulting Agreement was canceled on October 5, 2018 in connection with the Company’s entry into the Credit Agreement with Emerald (Note 9), and Dr. Avtar Dhillon was appointed as the Executive Chairman of the Company’s Board of Directors. Convertible Debt – Related Party On December 28, 2017, the Company entered into a Secured Promissory Note and Security Agreement for a convertible bridge loan with Emerald. The bridge loan provides for aggregate gross proceeds to the Company of up to $900,000 and is secured by all of the Company’s assets. The Company received proceeds of $500,000 on December 28, 2017 and on January 19, 2018, the Company received the remaining $400,000 in funding as it had satisfied the conditions of the funding. These conditions required receipt of conversion notices from all the existing Series B shareholders to convert their preferred shares to common stock. Such conversions occurred in January and February of 2018. In connection with the convertible bridge loan, the Company recorded a liability related to the conversion option of the bridge loan into the Company’s common stock due to a down-round protection feature present in the loan agreement. The Company valued the conversion liability pursuant to the accounting guidance of ASC 820-10, Fair Value Measurement On January 19, 2018, in conjunction with the Emerald Financing (discussed in Note 4 above), the bridge loan was converted into common stock at $0.10 per share and 9,000,000 common shares were issued. Upon conversion the debt and associated conversion liability were extinguished resulting in a loss on extinguishment of $590,392 which was recorded as other expense for the nine months ended September 30, 2018. For the nine months ended September 30, 2018, the Company recorded interest expense related to the amortization of the debt discount of $34,608 and marked to market the conversion liability to $810,000 which resulted in a change in fair value of $185,000. At September 30, 2018, $3,767 in accrued interest related to the convertible debt has been recorded in other current liabilities.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	9. Subsequent Events Common Stock On October 5, 2018, the Company’s Board of Directors and majority stockholder approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares available for issuance to 500,000,000. The amendment to the Company’s articles of incorporation will be effective upon the filing of a Certificate of Amendment with the Nevada Secretary of State, which is expected to occur on or about November 14, 2018. 2014 Plan and Stock Option Awards On October 5, 2018, the Company amended the 2014 Plan to increase the number of shares reserved for issuance to equal 10% of the number of issued and outstanding shares of common stock of the Company. On October 16, 2018, the Company filed a registration statement on Form S-8 to register the additional shares of common stock authorized for issuance under the 2014 Plan, as amended. On October 5, 2018, the Company granted 350,000 options to purchase shares of common stock with an exercise price of $0.26 under the 2014 Plan to a member of management. The options vest 25% upon the date of grant and 1/36 th On October 10, 2018, the Company granted a total of 1,400,000 non-qualified stock options to purchase shares of common stock to the Directors of the Company under the 2014 Plan. The options have an exercise price of $0.305 per share and vest in equal monthly installments over a one-year period commencing on the date of grant. Multi-Draw Credit Agreement and Issuance of Warrants On October 5, 2018, the Company entered into a Multi-Draw Credit Agreement (the “Credit Agreement”) with Emerald, a related party. The Credit Agreement provides for a credit facility to the Company of up to $20,000,000 and is unsecured. Advances under the Credit Agreement bear interest at an annual rate of 7% (payable quarterly in arrears) and mature on October 5, 2022. At Emerald’s election, advances and unpaid interest may be converted into Common Stock at a fixed conversion price of $0.40, subject to customary adjustments for stock splits, stock dividends, recapitalizations, etc. The net proceeds of each advance shall be used for general corporate purposes and are subject to approval by the Company’s Board of Directors. The Credit Agreement provides for customary events of default which may result in the acceleration of the maturity of the advances in addition to, but not limited to, cross acceleration to certain other indebtedness of the Company or a change in control. In the case of an event of default arising from specified events of bankruptcy or insolvency or reorganization, all outstanding advance will become due and payable immediately without further action or notice. If any other event of default under the Credit Agreement occurs or is continuing, Emerald may, by written notice, terminate its commitment to make any advances and/or declare all the advances with any other amounts payable due and payable immediately. If any amount under the Credit Agreement is not paid when due, such overdue amount shall bear interest at an annual default interest rate of the applicable rate plus 10%, until such amount is paid in full. In connection with each advance under the Credit Agreement, the Company has agreed to issue Emerald warrants to purchase shares of common stock in an amount equal to 50% of the number of shares of common stock that each advance may be converted into. The warrants have an exercise price of $0.50 per share, a term of five years and will be immediately exercisable upon issuance. The exercise price is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events or upon any distributions of assets, including cash, stock or other property to the Company’s shareholders. On November 1, 2018, the Company effected an initial draw under the Credit Agreement in the amount of $2,000,000 and issued Emerald a warrant to purchase 2,500,000 shares of common stock at an exercise price of $0.50 per share, in accordance with the terms of the Credit Agreement. Board Compensation On October 5, 2018, the Board appointed Dr. Avtar Dhillon, the Chairman, Chief Executive Officer and President of Emerald, as the Executive Chairman of the Company’s Board of Directors. On October 10, 2018, the Company amended its policy for the compensation of its non-employee directors as follows: · Each non-employee director will receive a cash retainer of $40,000 on an annual basis, and the executive chair of the Board, if a non-employee director, will receive an additional $40,000 retainer annually. · Upon election to the Board, non-employee directors will receive a one-time award of 200,000 stock options which will vest in twelve equal monthly installments. In subsequent annual periods, each non-employee director will receive a grant of 100,000 common stock options which will vest in twelve equal monthly installments. Non-employee directors who serve as members of special committees of the Board will receive additional compensation as follows: · Audit Committee: $5,000 per year ($20,000 for the chair) · Compensation Committee: $2,500 per year ($10,000 for the chair) · Nominating and Corporate Governance Committee: $1,000 per year ($5,000 for the chair) · Finance and Business Development Special Committee: $40,000 per year

Nature of Operations, Business

Nature of Operations, Business Activities and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements have been prepared on a consistent basis with the Company’s Audited Consolidated Financial Statements for the fiscal year ended December 31, 2017, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and therefore, omit certain information and footnote disclosure necessary to present the financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or any future periods. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 19, 2018, which includes a broader discussion of the Company’s business and the risks inherent therein.
Use of Estimates	Use of Estimates The preparation of the Condensed Consolidated 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 Condensed Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. Such estimates and judgments are utilized for stock-based compensation expense and equity securities or debt with embedded features.
Risks and Uncertainties	Risks and Uncertainties The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, results of research and development activities, uncertainties surrounding regulatory developments in the Unites States and the Company’s ability to attract new funding. (see Note 7)
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk.
Restricted cash	Restricted Cash A deposit of $4,502 and $4,428 as of September 30, 2018 and December 31, 2017, respectively, was restricted from withdrawal and held by a bank in the form of a certificate of deposit. This certificate serves as collateral for payment of the Company’s credit cards.
Fair Value Measurements	Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, with the exception of the warrant liabilities, including, cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. The derivative liabilities related to the warrants and Series B preferred conversion liability were valued utilizing Level 3 inputs.
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net, consists primarily of computers and equipment. Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed on a straight-line method based on the estimated useful life of the related asset currently ranging from two to three years. Maintenance and repairs that do not extend the life of assets are charged to expense when incurred. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset.
Income taxes	Income Taxes The Company accounts for deferred income tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities, and net operating loss carry forwards (the “NOLs”) and other tax credit carry forwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Any interest or penalties would be recorded in the Company’s statement of operations in the period incurred. The Company records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Due to the substantial doubt related to the Company’s ability to utilize its deferred tax assets, a valuation allowance for the full amount of the deferred tax assets has been established at September 30, 2018. As a result of this valuation allowance there are no income tax benefits reflected in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss to offset pre-tax losses. The Company recognizes a tax benefit from uncertain tax positions when it is more likely than not (50%) that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company has no material uncertain tax positions as of September 30, 2018.
Convertible Instruments	Convertible Instruments The Company accounts for hybrid contracts with embedded conversion features in accordance with GAAP. ASC 815, Derivatives and Hedging Activities When determining short-term vs. long-term classification of derivative liabilities, the Company first evaluates the instruments’ exercise provisions. Generally, if a derivative is a liability and exercisable within one year, it will be classified as short-term. However, because of the unique provisions and circumstances that may impact the accounting for derivative instruments, the Company carefully evaluates all factors that could potentially restrict the instrument from being exercised or create a situation where exercise would be considered remote. The Company re-evaluates its derivative liabilities at each reporting period end and makes updates for any changes in facts and circumstances that may impact classification. The Company accounts for convertible instruments with embedded conversion features in accordance with ASC 470-20, Debt with Conversion and Other Options The Company also follows ASC 480-10, Distinguishing Liabilities from Equity
Warrants Issued in Connection with Financings	Warrants Issued in Connection with Financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. For warrants issued with a conditional obligation to issue a variable number of shares or the deemed possibility of a cash settlement, the Company records the fair value of the warrants as a liability at each balance sheet date and records changes in fair value in other (income) expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
Revenue Recognition	Revenue Recognition The Company has not begun planned principal operations and has not generated any revenue since inception.
Research and Development Expenses and Licensed Technology	Research and Development Expenses and Licensed Technology Research and development (“R&D”) costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third-party contract research organizations and investigative sites, third-party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries, benefits and stock-based compensation for the personnel involved in our preclinical and clinical drug development activities; and facilities expense, depreciation and other allocated expenses; and equipment and laboratory supplies. Costs incurred for the rights to use licensed technologies in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where there is an identified alternative future use. No cost associated with the use of licensed technologies has been capitalized to date.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation cost is estimated at the grant date based on the fair value of the award, and the cost is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. The Company uses the Black-Scholes Merton option pricing model for estimating the grant date fair value of stock options using the following assumptions: · Volatility - Stock price volatility is estimated based on industry peers who are also in the early development stage given the limited historical trading information in the public marketplace for the Company’s own stock. · Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award. · Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. treasury securities in effect during the period in which the awards were granted. · Dividends - The dividend yield assumption is based on our history and expectation of paying no dividends in the foreseeable future.
Stock-Based Compensation for Non-Employees	Stock-Based Compensation for Non-Employees Upon the adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Compensation – Stock Compensation – Overall,
Segment Information	Segment Information FASB ASC No. 280, Segment Reporting
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. ASC 220 requires that an entity records all components of comprehensive income (loss), net of their related tax effects, in its financial statements in the period in which they are recognized. For the three and nine months ended September 30, 2018 and 2017, the comprehensive income (loss) was equal to the net loss.
Earnings per share	Earnings Per Share The Company applies FASB ASC No. 260, Earnings per Share Three Months Ended September 30, (Unaudited) Nine Months Ended September 30, (Unaudited) 2018 2017 2018 2017 Stock options 1,850,073 1,130,000 1,850,073 1,130,000 Unvested restricted stock 1,918,501 1,050,000 1,918,501 1,050,000 Common shares underlying convertible preferred stock - 13,965,500 - 13,965,500 Warrants 51,055,750 11,649,500 51,055,750 11,649,500
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 Leases In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Topic 480, Distinguishing Liabilities from Equity In November 2018, the FASB issued ASU No. 2018-08 Collaborative Arrangements Revenue from Contracts with Customers Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement Fair Value Measurement

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Schedule of anti-dilutive securities	Three Months Ended September 30, (Unaudited) Nine Months Ended September 30, (Unaudited) 2018 2017 2018 2017 Stock options 1,850,073 1,130,000 1,850,073 1,130,000 Unvested restricted stock 1,918,501 1,050,000 1,918,501 1,050,000 Common shares underlying convertible preferred stock - 13,965,500 - 13,965,500 Warrants 51,055,750 11,649,500 51,055,750 11,649,500

Warrants and Derivative Liabi_2

Warrants and Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2018
Warrants And Derivative Liabilities [Abstract]
Schedule of warrants vested and outstanding	Amount Exercise Term Issued and Source Price (Years) Outstanding Pre 2015 Common Stock Warrants $ 1.00 6-10 4,000,000 2015 Common Stock Warrants $ 1.15-$5.00 5-10 442,000 2015 Series B Financing Common Stock Warrants to Series B Stockholders $ 0.00 5 1,456,250 Placement Agent Warrants $ 0.00 5 187,500 2016 Common Stock Warrants to Service Providers $ 1.15 10 40,000 2016 Series C Placement Agent Warrants $ 0.40 5 125,000 2017 Series D Placement Agent Warrants $ 0.25 5 480,000 2017 Common Stock Warrants to Service Provider $ 0.41 5 125,000 2018 Emerald Financing Warrants $ 0.10 5 44,200,000 Total warrants vested and outstanding as of September 30, 2018 51,055,750
Schedule summary of the activity of derivative liabilities	Nine Months Ended September 30, 2018 December 31, 2017 Fair Value of Derivative Liabilities Fair Value of Derivative Liabilities Issued Change in Fair value of Derivative Liabilities Reclassification of Derivatives to Equity September 30, 2018 Fair Value of Derivative Liabilities Emerald Financing - Warrant Liability $ - $ 10,424,634 $ 192,808 $ - $ 10,617,442 Series B Warrant Liability 551,322 - 1,275,669 (1,333,866 ) 493,125 Series B Preferred Stock Conversion Liability 6,715 - - (6,715 ) - Total $ 558,037 $ 10,424,634 $ 1,468,477 $ (1,340,581 ) $ 11,110,567 Nine Months Ended September 30, 2017 December 31, 2016 Fair Value of Derivative Liabilities Fair Value of Derivative Liabilities Issued Change in Fair value of Derivative Liabilities Reclassification of Derivatives to Equity September 30, 2017 Fair Value of Derivative Liabilities Series B Warrant Liability $ 1,112,308 $ - $ (320,495 ) $ - $ 791,813 Series B Preferred Stock Conversion Liability 118,821 - (88,532 ) (5,861 ) 24,428 Total $ 1,231,129 $ - $ (409,027 ) $ (5,861 ) $ 816,241
Schedule of input and valuation technique used to value warrant liabilities	September 30, 2018 At issuance Dividend yield 0.00 % 0.00 % Volatility factor 70.00 % 70.00 % Risk-free interest rate 2.92 % 2.45-2.6 % Expected term (years) 4.30-4.38 5.0 Closing price per share of common stock $ 0.30 $ 0.29-0.30
Schedule of the adjustment for the difference between the fair value of the warrant liabilities and the total proceeds received	Closing January 2018 February 2018 Total Initial Fair Value of Emerald Financing Warrant Liability $ 4,717,211 $ 5,707,423 $ 10,424,634 Less: Proceeds from Emerald Financing 1,500,000 1,750,000 3,250,000 Excess over proceeds adjustment $ 3,217,211 $ 3,957,423 $ 7,174,634
Schedule of Assumptions Used to compute the fair value of the warrants	As of September 30, 2018 As of December 31, 2017 Dividend yield 0.00 % 0.00 % Volatility factor 70.00 % 70.00 % Risk-free interest rate 2.786-2.789 % 1.947-1.949 % Expected term (years) 1.89-1.90 2.64-2.65 Weighted-average fair value of warrants $ 0.300 $ 0.086

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of summary of stock option activity	Weighted Average Weighted Remaining Number of Shares Average Exercise Price Contractual Term Outstanding, December 31, 2017 1,130,000 $ 0.60 6.89 Granted - - - Exercised - - - Cancelled (48,000 ) 2.57 - Forfeited (427,000 ) 0.66 - Outstanding, September 30, 2018 655,000 $ 0.42 6.11 Exercisable, September 30, 2018 393,000 $ 0.42 6.11
Schedule of RSA activity	Number of Shares Weighted Average Grant Date Fair Value Outstanding, December 31, 2017 1,050,000 $ 0.75 Granted 643,501 0.26 Released (675,000 ) 0.75 Outstanding, September 30, 2018 1,018,501 $ 0.44 Expected to vest, September 30, 2018 1,018,501 $ 0.44

Nature of Operations and Busi_2

Nature of Operations and Business Activities (Detail Textuals) - USD ($)	9 Months Ended
	Sep. 30, 2018	Oct. 05, 2018	Dec. 31, 2017
Nature Of Operations And Business Activities [Line Items]
Accumulated deficit	$ (27,003,013)		$ (14,030,871)
Stockholders' deficit	(10,155,120)		(3,569,506)
Working capital deficit	10,158,930
Cash and cash equivalents	1,058,438		$ 259,955
Convertible bridge loan	900,000
Emerald Financing
Nature Of Operations And Business Activities [Line Items]
Proceeds from Emerald Financing	3,250,000
Convertible bridge loan	$ 400,000
Emerald Financing | Multi-Draw Credit Agreement | Subsequent Event
Nature Of Operations And Business Activities [Line Items]
Maximum borrowing capacity		$ 20,000,000
Principal amounts of borrowing capacity		$ 250,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Warrant
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]
Anti-dilutive excluded from the calculation of diluted loss per common share	51,055,750	11,649,500	51,055,750	11,649,500
Common shares underlying convertible preferred stock
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]
Anti-dilutive excluded from the calculation of diluted loss per common share	0	13,965,500	0	13,965,500
Stock Option
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]
Anti-dilutive excluded from the calculation of diluted loss per common share	1,850,073	1,130,000	1,850,073	1,130,000
Unvested restricted stock
Nature of Operations, Business Activities and Summary of Significant Accounting Policies [Line Items]
Anti-dilutive excluded from the calculation of diluted loss per common share	1,918,501	1,050,000	1,918,501	1,050,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Detail Textuals)	9 Months Ended
	Sep. 30, 2018USD ($)segment	Dec. 31, 2017USD ($)
Property, Plant and Equipment [Line Items]
Restricted cash | $	$ 4,502	$ 4,428
Property, plant and equipment, depreciation methods	Straight-line method
Number of reportable segments | segment	1
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

Warrants and Derivative Liabi_3

Warrants and Derivative Liabilities (Details)	9 Months Ended
	Sep. 30, 2018USD ($)$ / shares
Class of Warrant or Right [Line Items]
Warrants amount issued and outstanding | $	$ 51,055,750
Pre 2015 Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 1
Warrants amount issued and outstanding | $	$ 4,000,000
Pre 2015 Common Stock Warrants | Minimum
Class of Warrant or Right [Line Items]
Term of warrant	6 years
Pre 2015 Common Stock Warrants | Maximum
Class of Warrant or Right [Line Items]
Term of warrant	10 years
2015 Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants amount issued and outstanding | $	$ 442,000
2015 Common Stock Warrants | Minimum
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 1.15
Term of warrant	5 years
2015 Common Stock Warrants | Maximum
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 5
Term of warrant	10 years
2015 series B financing Common Stock Warrants to Series B Stockholders
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 0
Term of warrant	5 years
Warrants amount issued and outstanding | $	$ 1,456,250
2015 Series B financing Placement Agent Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 0
Term of warrant	5 years
Warrants amount issued and outstanding | $	$ 187,500
2016 Common Stock Warrants to Service Providers
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 1.15
Term of warrant	10 years
Warrants amount issued and outstanding | $	$ 40,000
2016 Series C Placement Agent Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 0.4
Term of warrant	5 years
Warrants amount issued and outstanding | $	$ 125,000
2017 Series D Placement Agent Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 0.25
Term of warrant	5 years
Warrants amount issued and outstanding | $	$ 480,000
2017 Common Stock Warrants to Service Provider
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 0.41
Term of warrant	5 years
Warrants amount issued and outstanding | $	$ 125,000
2018 Emerald Financing Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price | $ / shares	$ 0.1
Term of warrant	5 years
Warrants amount issued and outstanding | $	$ 44,200,000

Warrants and Derivative Liabi_4

Warrants and Derivative Liabilities (Details 1) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 28, 2018	Jan. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Fair Value Of Derivative Liabilities [Roll Forward]
Fair Value of Derivative Liabilities		$ 558,037			$ 558,037	$ 1,231,129
Fair Value of Derivative Liabilities Issued	$ 5,707,423	4,717,211			10,424,634
Change in fair value of warrant liabilities			$ 1,050,729	$ (281,497)	1,468,477	(320,495)
Reclassification of Derivatives to Equity					(1,340,581)	(5,861)
Fair Value of Derivative Liabilities			11,110,567	816,241	11,110,567	816,241
Series B Warrant Liability
Fair Value Of Derivative Liabilities [Roll Forward]
Fair Value of Derivative Liabilities		551,322			551,322	1,112,308
Fair Value of Derivative Liabilities Issued					0	0
Change in fair value of warrant liabilities					1,275,669	(320,495)
Reclassification of Derivatives to Equity					(1,333,866)	0
Fair Value of Derivative Liabilities			493,125	791,813	493,125	791,813
Series B Preferred Stock Conversion Liability
Fair Value Of Derivative Liabilities [Roll Forward]
Fair Value of Derivative Liabilities		6,715			6,715	118,821
Fair Value of Derivative Liabilities Issued					0	0
Change in fair value of warrant liabilities					0	(88,532)
Reclassification of Derivatives to Equity					(6,715)	(5,861)
Fair Value of Derivative Liabilities			0	$ 24,428	0	$ 24,428
Emerald Financing - Warrant Liability
Fair Value Of Derivative Liabilities [Roll Forward]
Fair Value of Derivative Liabilities		$ 0			0
Fair Value of Derivative Liabilities Issued					10,424,634
Change in fair value of warrant liabilities					192,808
Reclassification of Derivatives to Equity					0
Fair Value of Derivative Liabilities			$ 10,617,442		$ 10,617,442

Warrants and Derivative Liabi_5

Warrants and Derivative Liabilities (Details 2)	Sep. 30, 2018USD_per_warrants$ / shares	Feb. 16, 2018USD_per_warrants$ / shares	Jan. 19, 2018USD_per_warrants$ / shares	Dec. 31, 2017USD_per_warrants$ / shares
Dividend yield | Pricing Model
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	0			0
Dividend yield | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	0	0	0
Volatility factor | Pricing Model
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	70			70
Volatility factor | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	70	70	70
Risk-free interest rate | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	2.92
Expected term (years) | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Expected Term		5 years	5 years
Closing price per share of common stock | Pricing Model
Class of Warrant or Right [Line Items]
Closing price per share of common stock | $ / shares	$ 0.300			$ 0.086
Closing price per share of common stock | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Closing price per share of common stock | $ / shares	$ 0.30
Minimum | Risk-free interest rate | Pricing Model
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	2.786			1.947
Minimum | Risk-free interest rate | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input		2.45	2.45
Minimum | Expected term (years) | Pricing Model
Class of Warrant or Right [Line Items]
Expected Term	1 year 10 months 24 days			2 years 7 months 24 days
Minimum | Expected term (years) | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Expected Term	4 years 4 months 17 days
Minimum | Closing price per share of common stock | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Closing price per share of common stock | $ / shares		$ 0.29	$ 0.29
Maximum | Risk-free interest rate | Pricing Model
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	2.789			1.949
Maximum | Risk-free interest rate | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input		2.6	2.6
Maximum | Expected term (years) | Pricing Model
Class of Warrant or Right [Line Items]
Expected Term	1 year 10 months 20 days			2 years 7 months 20 days
Maximum | Expected term (years) | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Expected Term	4 years 3 months 18 days
Maximum | Closing price per share of common stock | Monte Carlo simulations
Class of Warrant or Right [Line Items]
Closing price per share of common stock | $ / shares		$ 0.30	$ 0.30

Warrants and Derivative Liabi_6

Warrants and Derivative Liabilities (Details 3) - USD ($)	1 Months Ended		9 Months Ended
	Feb. 28, 2018	Jan. 31, 2018	Sep. 30, 2018
Warrants and Rights Note Disclosure [Abstract]
Initial Fair Value of Emerald Financing Warrant Liability	$ 5,707,423	$ 4,717,211	$ 10,424,634
Less: Proceeds from Emerald Financing	1,750,000	1,500,000	3,250,000
Excess over proceeds adjustment	$ 3,957,423	$ 3,217,211	$ 7,174,634

Warrants and Derivative Liabi_7

Warrants and Derivative Liabilities (Detail Textuals)	1 Months Ended		3 Months Ended	9 Months Ended
	Feb. 28, 2018$ / sharesshares	Jan. 19, 2018USD ($)$ / sharesshares	Sep. 30, 2018USD ($)	Sep. 30, 2018USD ($)	Feb. 16, 2018USD ($)$ / sharesshares	Sep. 30, 2017shares	Feb. 28, 2017USD ($)Investorshares	Jan. 31, 2017USD ($)
Class of Warrant or Right [Line Items]
Issuance costs related to warrant liability | $				$ 137,192
Warrant
Class of Warrant or Right [Line Items]
Value of common stock called by warrants | $							$ 30,000
Total number of warrants issued | shares							125,000
Number Of Investors | Investor							1
Warrant | Emerald Health Sciences
Class of Warrant or Right [Line Items]
Number of warrants issued | shares	3,400,000	40,800,000
Total number of warrants issued | shares	44,200,000	44,200,000
Warrant exercise price | $ / shares	$ 0.10	$ 0.10
Term of warrant	5 years	5 years
Series D Preferred Stock | Warrant
Class of Warrant or Right [Line Items]
Value of common stock called by warrants | $								$ 115,200
Total number of warrants issued | shares						480,000
Securities purchase agreement | Emerald Health Sciences
Class of Warrant or Right [Line Items]
Total number of warrants issued | shares		20,400,000			20,400,000
Warrant exercise price | $ / shares		$ 0.10			$ 0.10
Securities purchase agreement | Accredited investor | Emerald Health Sciences
Class of Warrant or Right [Line Items]
Total number of warrants issued | shares					3,400,000
Warrant exercise price | $ / shares					$ 0.10
Emerald Warrant Liabilities
Class of Warrant or Right [Line Items]
Value of common stock called by warrants | $		$ 4,700,000			$ 5,700,000
Change in fair value of warrant liability | $			$ 1,006,879
Increase change in fair value of warrant liability | $			$ 126,000

Warrants and Derivative Liabi_8

Warrants and Derivative Liabilities (Detail Textuals 1) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jan. 19, 2018	Dec. 31, 2017	Dec. 28, 2017
Class of Warrant or Right [Line Items]
Value of warrants		$ 982,911		$ 982,911			$ 982,911
Proceeds from Warrant Exercises				98,700
Warrant liabilities							551,322
Change in fair market value at the re-measurement date recorded as non-operating income		1,050,729	$ (281,497)	1,468,477	$ (320,495)
Provision for conversion of Series B preferred stock							$ 6,715
Series B conversion liability
Class of Warrant or Right [Line Items]
Provision for conversion of Series B preferred stock		$ 6,715		$ 6,715
Series B Warrants
Class of Warrant or Right [Line Items]
Number of warrants issued		6,437,500		6,437,500
Warrant exercise price	$ 0.10	$ 1.15		$ 1.15		$ 0		$ 0.10
Warrants, expiration period				5 years
Value of warrants		$ 2,935,800		$ 2,935,800
Proceeds from financing between conversion liability and warrants				$ 5,000,000
Number Of Warrants Exercisable	987,000					3,806,750
Proceeds from Warrant Exercises	$ 98,700
Change in fair market value at the re-measurement date recorded as non-operating income		$ 43,850	$ 281,497
Series B Warrants | Bridge Loan | Secured promissory note and security agreement
Class of Warrant or Right [Line Items]
Initial conversion price						$ 0

Stockholders' Deficit and Cap_2

Stockholders' Deficit and Capitalization (Detail Textuals) - USD ($)	1 Months Ended				9 Months Ended
	Feb. 28, 2018	Feb. 16, 2018	Jan. 31, 2018	Jan. 19, 2018	Sep. 30, 2018
Equity [Line Items]
Common stock gross proceeds	$ (1,750,000)		$ (1,500,000)		$ (3,250,000)
Maximum aggregate gross proceeds					900,000
Securities purchase agreement | Emerald Health Sciences Inc
Equity [Line Items]
Common stock issued		15,000,000		15,000,000
Number of warrants issued		20,400,000		20,400,000
Warrant exercise price		$ 0.10		$ 0.10
Common stock gross proceeds				$ 1,500,000
Term of warrants		5 years
Legal reimbursement fees					$ 25,000
Securities purchase agreement | Emerald Health Sciences Inc | Accredited investor
Equity [Line Items]
Common stock issued		2,500,000
Number of warrants issued		3,400,000
Warrant exercise price		$ 0.10
Common stock gross proceeds		$ 1,750,000
Term of warrants		5 years
Securities purchase agreement | Emerald Health Sciences Inc | Promissory Note
Equity [Line Items]
Maximum aggregate gross proceeds				$ 900,000
Conversion price, per share (in dollars per share)				$ 0.10
Number of common shares issued in conversion of bridge loan				9,000,000
Subsequent financing purchase price, description				The Securities Purchase Agreement also provides that in the case of a subsequent financing in which the purchase price is less than $0.10 per share, Emerald shall be issued additional shares in order to protect against anti-dilution.

Stockholders' Deficit and Cap_3

Stockholders' Deficit and Capitalization (Detail Textuals 1) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Equity [Line Items]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value (in dollars per share)	$ 0.001
Series B Preferred Stock Conversion Liability
Equity [Line Items]
Number of shares converted	2,833.5
Number of shares issued in conversion	28,335,000
Conversion price	$ 0.10
Reduction of conversion price of preferred stock	$ 0.05
Number of shares issued in conversion, decreased conversion price	50,000
Number of shares converted, decreased conversion price	$ 0.001
Series D Preferred Stock
Equity [Line Items]
Number of shares converted	200
Number of shares issued in conversion	2,000,000
Conversion price	$ 0.10
Series F Preferred Stock
Equity [Line Items]
Number of shares converted	2,000
Number of shares issued in conversion	20,000,000
Conversion price	$ 0.10
Series B warrant
Equity [Line Items]
Intrinsic value of warrant exercises	$ 1,308,175
Common stock issued	4,793,750

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Stock Incentive Plan - Omnibus Incentive Plan 2014 - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Number of Shares
Outstanding, December 31, 2017	1,130,000
Granted	0
Exercised	0
Cancelled	(48,000)
Forfeited	(427,000)
Outstanding, September 30, 2018	655,000	1,130,000
Exercisable, September 30, 2018	393,000
Weighted Average Exercise Price
Outstanding, December 31, 2017	$ 0.6
Granted	0
Exercised	0
Cancelled	2.57
Forfeited	0.66
Outstanding, September 30, 2018	0.42	$ 0.6
Exercisable, September 30, 2018	$ 0.42
Weighted average remaining contractual term, outstanding	6 years 1 month 10 days	6 years 10 months 21 days
Weighted Average Remaining Contractual Term, Exercisable	6 years 1 month 10 days

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details 1) - Restricted stock awards - Omnibus Incentive Plan 2014	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of Shares
Outstanding, December 31, 2017 | shares	1,050,000
Granted | shares	643,501
Released | shares	(675,000)
Outstanding, September 30, 2018 | shares	1,018,501
Expected to vest, September 30, 2018 | shares	1,018,501
Weighted Average Grant Date Fair Value
Outstanding, December 31, 2017 | $ / shares	$ 0.75
Granted | $ / shares	0.26
Released | $ / shares	0.75
Outstanding, September 30, 2018 | $ / shares	0.44
Expected to vest, September 30, 2018 | $ / shares	$ 0.44

Stock-Based Compensation (Det_3

Stock-Based Compensation (Detail Textuals) - USD ($)	1 Months Ended		9 Months Ended
	May 25, 2018	Feb. 28, 2018	Sep. 30, 2018	Oct. 31, 2014
Restricted Stock Agreements | K2C, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted common stock vested	350,000	325,000
Stock compensation expenses			$ 98,042
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options exercisable, and vested and expected to vest			$ 0
Omnibus Incentive Plan 2014 | Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for future grants			701,499	3,200,000
Elizabeth Berecz, CFO | Restricted Stock Agreements
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expenses			$ 97,183

Stock-Based Compensation (Det_4

Stock-Based Compensation (Detail Textuals 1) - Douglas Cesario, CFO - Restricted Stock Agreements - USD ($)	1 Months Ended
	May 25, 2018	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	1,195,073
Exercise price	$ 0.245
Fair market value of stock options	$ 200,172
Vesting percentage	25.00%
Description of stock option agreement	The options vest 25% on July 23, 2018, and the remaining 75% will vest 1/33 on each of the next 33 months thereafter.
Aggregate intrinsic value of the awards exercisable		$ 19,420
Aggregate intrinsic value of the awards expected to vest		$ 65,729

Stock-Based Compensation (Det_5

Stock-Based Compensation (Detail Textuals 2) - USD ($)	1 Months Ended			3 Months Ended		9 Months Ended
	May 25, 2018	Feb. 28, 2018	Jan. 18, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense				$ 154,508	$ 152,172	$ 484,720	$ 456,507
Total amount of unrecognized compensation cost				$ 547,447		$ 547,447
Recognized weighted average period						2 years 22 days
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair market value of shares granted			$ 475,000
Restricted stock vesting percentage			50.00%
Restricted stock awards | K2C, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted common stock granted		900,000
Stock compensation expenses						$ 216,000
Restricted stock awards | Dr. Murphy
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted common stock granted			900,000
Restricted stock awards | Elizabeth Berecz, CFO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted common stock granted	700,000		700,000
Stock compensation expenses						$ 184,800
Restricted stock awards | Cosmas N. Lykos
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted common stock granted			900,000

Significant Contracts (Detail T

Significant Contracts (Detail Textuals) - University of Mississippi - Intellectual Property	Jan. 10, 2017USD ($)	Dec. 14, 2015USD ($)Agreement	Sep. 29, 2014USD ($)Agreement
UM 5050 pro-drug agreements
University Of Mississippi Agreements [Line Items]
Number of license agreements | Agreement			3
Notice period for termination			60 days
Annual fees for license agreement			$ 25,000
Aggregate milestone payments if milestones achieved			$ 700,000
UM 8930 analogue agreements
University Of Mississippi Agreements [Line Items]
Number of license agreements | Agreement		2
Notice period for termination		60 days
Annual fees for license agreement		$ 25,000
Aggregate milestone payments if milestones achieved		$ 700,000
UM 5070 license agreement
University Of Mississippi Agreements [Line Items]
Term of agreement	1 year
Notice period for termination	60 days
Annual fees for license agreement	$ 25,000
Aggregate milestone payments if milestones achieved	$ 700,000

Significant Contracts (Detail_2

Significant Contracts (Detail Textuals 1) - USD ($)	1 Months Ended
	Jan. 31, 2018	Aug. 28, 2018
University of Mississippi | Research agreement
University Of Mississippi Agreements [Line Items]
Payments due for aggregate amount		$ 155,156
AMRI
University Of Mississippi Agreements [Line Items]
Estimated agreement fees and expenses	$ 64,200

Commitments and Contingencies (

Commitments and Contingencies (Detail Textuals) - USD ($)		Jul. 12, 2017	May 03, 2017	Sep. 30, 2017	Sep. 30, 2018
Loss Contingencies [Line Items]
Preferred stock, par value (in dollars per share)					$ 0.001
Aggregate gross proceeds	[1]			$ 1,131,857
Series E Preferred Stock
Loss Contingencies [Line Items]
Number of shares issued			1,000,000
Preferred stock, par value (in dollars per share)			$ 0.001
Shares issued, price per share (in dollars per share)			$ 20
Aggregate gross proceeds			$ 20,000,000
Guarantor failed to pay within 90 days of notice of purchaser		$ 20,000,000
Term of purchase agreement		90 days
[1]	During the nine months ended September 30, 2017 preferred deemed dividends of $536,000 were recognized on Series D Preferred Stock and $175,000 on Series C Preferred Stock.

Related Party Matters (Detail T

Related Party Matters (Detail Textuals) - USD ($)	Feb. 06, 2018	Feb. 28, 2018	Jan. 19, 2018	Dec. 28, 2017	Apr. 01, 2017	Jun. 30, 2014	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Related Party Transaction [Line Items]
Maximum aggregate gross proceeds							$ 900,000		$ 900,000
Proceeds from convertible debt issuance									400,000
Convertible debt											$ 235,000
Loss on extinguishment of debt									(590,392)
Amortization of convertible debt discount									34,608
Change in fair value of conversion rights of convertible debt									185,000
Accrued interest related to the convertible debt							3,767		3,767
Independent contractor agreement | K2C, Inc.
Related Party Transaction [Line Items]
Monthly fee					$ 20,000	$ 10,000
Total expense incurred under agreement								$ 60,000	220,000	$ 150,000
Independent contractor agreement | Emerald Health Sciences Inc
Related Party Transaction [Line Items]
Total expense incurred under agreement							150,000		$ 400,000
Initial term of agreement		10 years
Percentage of accrued interest on outstanding balance									12.00%
Separation and release agreement | K2C, Inc.
Related Party Transaction [Line Items]
Lump sum payment in agreement		$ 180,000
Recognized additional stock based compensation expense of restricted stock and option awards		$ 112,270
Separation and release agreement | K2C, Inc. | Immediate vesting
Related Party Transaction [Line Items]
Number of restricted common stock vested		900,000
Separation and release agreement | K2C, Inc. | October 20, 2015
Related Party Transaction [Line Items]
Number of restricted common stock vested		325,000
Separation and release agreement | K2C, Inc. | November 21, 2014
Related Party Transaction [Line Items]
Number of restricted common stock vested		125,000
Consulting Agreement | Emerald Health Sciences Inc
Related Party Transaction [Line Items]
Total expense incurred under agreement							15,000		$ 45,000
Initial term of agreement	1 year
Accrued and accounts payable - related party							15,000		15,000
Annual fee	$ 60,000
Period of discretionary annual bonus payable to contractor after each fiscal year end	120 days
Secured promissory note and security agreement | Emerald Health Sciences Inc | Bridge Loan
Related Party Transaction [Line Items]
Maximum aggregate gross proceeds				$ 900,000
Proceeds from convertible debt issuance			$ 500,000	500,000
Funds received under the Secured Promissory Note			400,000	400,000
Convertible debt				$ 265,000
Increase in conversion liability			$ 360,000
Initial conversion price			$ 0.10
Number of common shares issued in conversion of bridge loan			9,000,000
Loss on extinguishment of debt									590,392
Amortization of convertible debt discount									34,608
Marked to market the conversion liabilities							$ 810,000		810,000
Change in fair value of conversion rights of convertible debt									$ 185,000

Subsequent Events (Detail Textu

Subsequent Events (Detail Textuals) - $ / shares	Oct. 05, 2018	Sep. 30, 2018	Dec. 31, 2017
Subsequent Event [Line Items]
Common stock, shares authorized		236,000,000	236,000,000
Stock Option | 2014 Plan
Subsequent Event [Line Items]
Number of stock options grants to purchase common stock		0
Exercise price		$ 0
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares authorized	500,000,000
Subsequent Event | 2014 Plan
Subsequent Event [Line Items]
Percentage of issued and outstanding common shares as increased shares reserved for issuance	10.00%
Subsequent Event | Stock Option | 2014 Plan
Subsequent Event [Line Items]
Number of stock options grants to purchase common stock	350,000
Exercise price	$ 0.26
Subsequent Event | Stock Option | 2014 Plan | Upon date of grant
Subsequent Event [Line Items]
Vesting percentage	25.00%
Subsequent Event | Stock Option | 2014 Plan | Each of the next thirty-six months thereafter
Subsequent Event [Line Items]
Vesting percentage, description	1/36th
Subsequent Event | Non-qualified stock options | 2014 Plan
Subsequent Event [Line Items]
Number of stock options grants to purchase common stock	1,400,000
Exercise price	$ 0.305
Subsequent Event | Non-qualified stock options | 2014 Plan | Over a one-year period commencing on the date of grant
Subsequent Event [Line Items]
Vesting percentage, description	equal monthly installments over a one-year period

Subsequent Events (Detail Tex_2

Subsequent Events (Detail Textuals 1) - Subsequent Event - Multi-Draw Credit Agreement - Emerald Health Sciences Inc - USD ($)	Oct. 05, 2018	Nov. 01, 2018
Subsequent Event [Line Items]
Maximum borrowing capacity of credit facility	$ 20,000,000	$ 2,000,000
Annual interest rate	7.00%
Conversion price, per share (in dollars per share)	$ 0.40
Basis Spread on Variable Rate	10.00%
Percentage of each convertible common stock advance as purchase of common stock to issue warrants	50.00%
Exercise price of warrants issued	$ 0.50	$ 0.50
Term of warrants	5 years
Number of common stock called by warrant		2,500,000

Subsequent Events (Detail Tex_3

Subsequent Events (Detail Textuals 2) - Subsequent Event - Non-employee director	Oct. 10, 2018USD ($)shares
Subsequent Event [Line Items]
Cash retainer payable annual basis	$ 40,000
Additional cash retainer payable annual basis for executive chair of the Board	$ 40,000
Number of stock options as one time award upon election to the Board | shares	200,000
Vesting rights and period of stock options granted upon election to the Board	twelve equal monthly installments
Number of stock options granted in subsequent annual periods | shares	100,000
Vesting rights of stock options in subsequent annual periods	twelve equal monthly installments
Additional compensation payable to Audit Committee per year	$ 5,000
Additional compensation payable to Compensation Committee per year	2,500
Additional compensation payable to Nominating and Corporate Governance Committee per year	1,000
Additional compensation payable to Finance and Business Development Special Committee per year	40,000
Additional compensation payable to Audit Committee for chair	20,000
Additional compensation payable to Compensation Committee for chair	10,000
Additional compensation payable to Nominating and Corporate Governance Committee for chair	$ 5,000