CohBar (CWBR) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	CohBar, Inc.
Entity Central Index Key	1,522,602
Trading Symbol	CWBR
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		39,963,129

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 6,960,588	$ 2,823,450
Investments	1,496,068	5,629,009
Prepaid expenses and other current assets	418,392	164,274
Total current assets	8,875,048	8,616,733
Property and equipment, net	159,562	176,531
Intangible assets, net	21,042	23,051
Other assets	46,904	46,904
Total assets	9,102,556	8,863,219
Current liabilities:
Accounts payable	439,347	492,015
Accrued liabilities	271,780	249,158
Accrued payroll and other compensation	532,884	503,133
Total current liabilities	1,244,011	1,244,306
Note payable, net of debt discount and offering costs of $741,238 and $0 as of March 31, 2018 and December 31, 2017, respectively	1,401,262
Total liabilities	2,645,273	1,244,306
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 39,956,147 shares as of March 31, 2018 and 39,439,505 as of December 31, 2017	39,956	39,440
Additional paid-in capital	34,246,600	31,822,161
Accumulated deficit	(27,829,273)	(24,242,688)
Total stockholders' equity	6,457,283	7,618,913
Total liabilities and stockholders' equity	$ 9,102,556	$ 8,863,219

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Debt discount of note payable and offering costs, current	$ 741,238	$ 0
Preferred stock, value	$ 0.001	$ 0.001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	75,000,000	75,000,000
Common stock, issued	39,956,147	39,439,505
Common stock, outstanding	39,956,147	39,439,505

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues
Operating expenses:
Research and development	2,680,983	1,292,780
General and administrative	913,088	940,089
Total operating expenses	3,594,071	2,232,869
Operating loss	(3,594,071)	(2,232,869)
Other income (expense):
Interest income	10,960	2,163
Interest expense	(1,409)	(1,345)
Amortization of debt discount and offering costs	(2,065)	(59)
Total other income	7,486	759
Net loss	$ (3,586,585)	$ (2,232,110)
Basic and diluted net loss per share	$ (0.09)	$ (0.06)
Weighted average common shares outstanding - basic and diluted	39,674,563	35,788,158

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (3,586,585)	$ (2,232,110)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	17,239	15,989
Stock-based compensation	978,708	414,513
Amortization of debt discount	1,976	59
Amortization of debt issuance costs	89
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(254,118)	(61,183)
Accounts payable	(52,668)	281,231
Accrued liabilities	22,622	28,687
Accrued payroll and other compensation	29,751	(265,417)
Net cash used in operating activities	(2,842,986)	(1,818,231)
Cash flows from investing activities:
Adjustment to capitalized patent costs	1,739
Purchases of investments	(1,498,889)	(5,327,361)
Proceeds from redemptions of investments	5,631,830	4,433,000
Net cash provided by (used in) investing activities	4,134,680	(894,361)
Cash flows from financing activities:
Debt issuance costs	(31,993)
Proceeds from exercise of warrants	588,499	2,404,993
Repayment of note payable		(102,630)
Proceeds from exercise of employee stock options	146,438	19,825
Proceeds from private offering, net	2,142,500
Net cash provided by financing activities	2,845,444	2,322,188
Net increase (decrease) in cash	4,137,138	(390,404)
Cash and cash equivalents at beginning of period	2,823,450	3,257,458
Cash and cash equivalents at end of period	6,960,588	2,867,054
Non-cash investing and financing activities:
Warrants issued in connection with note payable	711,310
Cash paid:
Interest paid		$ 12,418

Business Organization and Natur

Business Organization and Nature of Operations	3 Months Ended
	Mar. 31, 2018
Business Organization and Nature of Operations [Abstract]
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS	Note 1 - Business Organization and Nature of Operations CohBar, Inc. (“CohBar,” “its” or the “Company”) is an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs), a novel and emerging class of therapeutics that have the potential to treat a wide range of diseases associated with aging and metabolic dysfunction, including non-alcoholic steatohepatitis (NASH), obesity, type 2 diabetes mellitus (T2D), cancer, atherosclerosis, cardiovascular disease and neurodegenerative diseases such as Alzheimer’s disease. The Company’s primary activities include research and development of its MBT pipeline, securing intellectual property protection, managing collaborations with contract research organizations (“CROs”) and academic institutions and raising capital. To date, the Company has not generated any revenues from operations and does not expect to generate any revenues in the near future. The Company has financed its operations primarily with proceeds from sales of its equity securities, private placements and the exercise of outstanding warrants and stock options. The unaudited interim condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by U.S. GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K (the “2017 Form 10-K”), filed with the SEC on April 2, 2018. The interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the 2017 Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any other period.

Liquidity and Management's Plan

Liquidity and Management's Plans	3 Months Ended
	Mar. 31, 2018
Liquidity and Management's Plans [Abstract]
Liquidity and Management's Plans	Note 2 – Liquidity and Management’s Plans As of March 31, 2018, the Company had working capital and stockholders’ equity of $7,631,037 and $6,457,283 respectively. During the three months ended March 31, 2018, the Company incurred a net loss of $3,586,585. The Company has not generated any revenues, has incurred net losses since inception and does not expect to generate revenues in the near term. Factors such as these and the Company’s projected cash burn raised substantial doubt about the entity’s ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management’s plans, including the raising of debt and equity financing (see Note 5 and Note 9) and reducing certain operating expenses, alleviated the substantial doubt. The Company believes that it has sufficient capital to meet its operating expenses and obligations for the next twelve months from the date of this filing. Nevertheless, if other unanticipated difficulties arise the Company may be required to raise additional capital to support its operations, curtail its research and development activities until such time as additional capital becomes available and delay its target for its upcoming FDA filings and clinical activities. These activities would necessitate the Company to slow its rate of spending and extend its use of cash until additional capital is raised. There can be no assurance that such a plan will be successful. There is no assurance that additional financing will be available when needed or that the Company will be able to obtain such financing on reasonable terms.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Basis of Presentation All amounts are presented in U.S. Dollars. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of financial instruments, stock-based compensation and the valuation allowance relating to the Company’s deferred tax assets. Investments Investments consist of U.S. Treasury Bills, which are classified as held-to-maturity, and Certificates of Deposit. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company’s U.S. Treasury Bills and Certificates of Deposit mature within the next twelve months. Unrealized gains and losses are de minimis Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets, liabilities and equity is required. The Company’s free-standing derivatives consist of warrants to purchase common stock that were issued in connection with its notes payable and private offering. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that the common stock purchase warrants meet the criteria for equity classification in the accompanying condensed balance sheets as of March 31, 2018 and December 31, 2017. Share-Based Payment The Company accounts for share-based payments using the fair value method. For employees and directors, the fair value of the award is measured, as discussed below, on the grant date. For non-employees, fair value is generally valued based on the fair value of the services provided or the fair value of the equity instruments on the measurement date, whichever is more readily determinable and re-measured on each financial reporting date until the service is complete. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. The weighted-average fair value of options and warrants has been estimated on the grant date or measurement date using the Black-Scholes pricing model. The fair value of each instrument is estimated on the grant date or measurement date utilizing certain assumptions for a risk-free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued with a vesting period of more than three years will be estimated using a volatility derived from an index of comparable entities. Option grants with a vesting schedule that is three years or less will utilize the volatility of the Company’s own stock in estimating the fair value of the stock-based award. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended March 31, 2018 2017 Expected life 7 years 8 years Risk free interest rate 2.57% 2.16% Expected volatility 80% 79% Expected dividend yield 0% 0% Forfeiture rate 0% 0% As of March 31, 2018, total unrecognized stock option compensation expense is $2,743,288, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested. Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: As of March 31, 2018 2017 Options 5,722,105 5,618,497 Warrants 4,694,187 951,635 Totals 10,416,292 6,570,132

Accrued Liabilities

Accrued Liabilities	3 Months Ended
	Mar. 31, 2018
Accrued Liabilities [Abstract]
Accrued Liabilities	Note 4 - Accrued Liabilities Accrued liabilities consist of: As of As of March 31, 2018 December 31, 2017 Lab services & supplies $ 6,080 $ 11,477 Professional fees 261,791 235,181 Consultant fees 2,500 2,500 Interest 1,409 - Total accrued liabilities $ 271,780 $ 249,158

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2018
Notes Payable [Abstract]
Notes Payable	Note 5 - Notes Payable During the three months ended March 31, 2018, the Company entered into Note and Warrant Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) pursuant to which the Company issued to the Investors $2,142,500 aggregate principal amount of its 8% Unsecured Promissory Notes due in March 2021 (the “Notes”). The Notes were issued together with warrants to purchase up to an aggregate of 428,500 shares of the Company’s common stock. Notes in the aggregate amount of $492,500 were purchased by officers and directors of the Company. The warrants are exercisable any time prior to March 29, 2021, subject to acceleration of the expiry date in certain circumstances, at an exercise price of $5.30 per share. The Company determined the fair value of the of the warrants issued using the Black-Scholes pricing model with assumptions discussed in Note 3 and allocated the proceeds based on the relative fair value of the debt instrument and related warrants. The aggregate deferred debt discount related to the Notes was $711,310. The Company amortized $1,976 during the three months ended March 31, 2018. The Company also deferred the costs related to the Notes which totaled $31,993 and amortized $89 of that cost in the three months ended March 31, 2018.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 6 - Commitments and Contingencies Litigations, Claims and Assessments The Company may from time to time be party to litigation and subject to claims incident to the ordinary course of business. As the Company grows and gains prominence in the marketplace it may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is not currently a party to any legal proceedings. Operating Lease The Company is a party to (i) a lease agreement for laboratory space leased on a month-to month basis that is part of a shared facility in Menlo Park, California, and (ii) a one-year lease agreement for office space in Fairfield, New Jersey which expires in September 2018. Rent expense was $70,356 and $55,215 for the three months ended March 31, 2018 and 2017, respectively.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 7 - Stockholders’ Equity Stock Options The Company has an incentive stock plan, the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”), and has granted stock options to employees, non-employee directors and consultants from the 2011 Plan. Options granted under the 2011 Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant. As of March 31, 2018, there were 761,793 shares remaining available for issuance under the 2011 Plan. Pursuant to applicable policies of the TSX Venture Exchange (the “TSX-V”), certain equity grants are counted against the pool of options available for issuance, notwithstanding that the equity was not originally granted under the 2011 Plan. Subsequent to March 31, 2018, the Company delisted from the TSX-V. Because of the delisting, previously issued warrants that were counted against the option pool are now added back for future issuance. As of the date of this filing, there were 1,066,793 shares remaining available for issuance under the 2011 Plan. During the three months ended March 31, 2018, the Company granted stock options to employees to purchase 280,000 shares of the Company’s common stock at $5.30 per share. The stock options have terms of ten years and vest over a two or four-year period. The stock options have an aggregate grant date fair value of approximately $1,028,600. During the three months ended March 31, 2018, 249,309 stock options were exercised for cash proceeds of $146,438. The Company recorded stock-based compensation in the three months ended March 31, 2018 and 2017 as follows:. For the Three Months Ended March 31, 2018 2017 Research and development $ 773,659 $ 66,693 General and administrative 205,049 347,820 Total $ 978,708 $ 414,513 The following table represents stock option activity for the three months ended March 31, 2018: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2017 5,691,414 3,124,941 $ 1.16 $ 0.73 $ 0.73 6.87 $ - Granted 280,000 - - - - - - Exercised (249,309 ) - - - - - - Cancelled - - - - - - - Balance – March 31, 2018 5,722,105 3,191,721 $ 1.41 $ 0.84 $ 0.84 6.73 $ 19,706,706 The following table summarizes information on stock options outstanding and exercisable as of March 31, 2018: Weighted Weighted Exercise Number Average Remaining Average Number Price Outstanding Contractual Term Exercise Price Exercisable $ 0.05 52,876 4.01 years $ 0.05 52,877 $ 0.26 915,497 6.03 years $ 0.26 915,497 $ 0.73 1,381,691 6.62 years $ 0.73 1,135,743 $ 1.00 287,124 7.31 years $ 1.00 200,457 $ 1.10 8,000 7.78 years $ 1.10 3,833 $ 1.17 31,605 7.62 years $ 1.17 6,605 $ 1.22 70,312 7.85 years $ 1.22 13,021 $ 1.50 28,000 7.92 years $ 1.50 8,834 $ 1.55 1,456,000 7.94 years $ 1.55 566,000 $ 2.02 85,000 9.36 years $ 2.02 40,000 $ 2.40 926,000 8.84 years $ 2.40 145,833 $ 4.60 200,000 9.69 years $ 4.60 12,500 $ 5.30 280,000 9.99 years $ 5.30 90,521 Totals 5,722,105 3,191,721 Warrants During the three months ended March 31, 2018, warrants to purchase 267,333 shares of the Company’s common Stock were exercised for aggregate cash proceeds of $588,499. Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2017 4,533,020 4,517,395 $ 1.85 $ 1.85 $ 1.00 3.21 $ - Granted 428,500 - - - - - - Exercised (267,333 ) - - - - - - Cancelled - - - - - - - Balance – March 31, 2018 4,694,187 4,694,187 $ 2.14 $ 2.14 $ 1.12 2.99 $ 14,977,413

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 8 - Related Party Transactions Two of the Company’s directors provide consulting, scientific and research and advisory services to the Company pursuant to agreements that provided for annual compensation of $20,000. In addition, each of Drs. Barzilai and Cohen receive a fee for serving on the Company’s Board of Directors. Payments of $5,000 and $10,500 were made to each director during each of the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, no amounts were owed to either director.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date on which the condensed financial statements were issued require adjustment or disclosure in the Company’s condensed financial statements. Subsequent to March 31, 2018, warrants to purchase 6,982 shares of common stock were exercised for aggregate cash proceeds of $3,491.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
BASIS OF PRESENTATION	Basis of Presentation All amounts are presented in U.S. Dollars.
USE OF ESTIMATES	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the fair value of financial instruments, stock-based compensation and the valuation allowance relating to the Company’s deferred tax assets.
INVESTMENTS	Investments Investments consist of U.S. Treasury Bills, which are classified as held-to-maturity, and Certificates of Deposit. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company’s U.S. Treasury Bills and Certificates of Deposit mature within the next twelve months. Unrealized gains and losses are de minimis
COMMON STOCK PURCHASE WARRANTS	Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets, liabilities and equity is required. The Company’s free-standing derivatives consist of warrants to purchase common stock that were issued in connection with its notes payable and private offering. The Company evaluated these warrants to assess their proper classification using the applicable criteria enumerated under U.S. GAAP and determined that the common stock purchase warrants meet the criteria for equity classification in the accompanying condensed balance sheets as of March 31, 2018 and December 31, 2017.
SHARE-BASED PAYMENT	Share-Based Payment The Company accounts for share-based payments using the fair value method. For employees and directors, the fair value of the award is measured, as discussed below, on the grant date. For non-employees, fair value is generally valued based on the fair value of the services provided or the fair value of the equity instruments on the measurement date, whichever is more readily determinable and re-measured on each financial reporting date until the service is complete. Upon exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. The weighted-average fair value of options and warrants has been estimated on the grant date or measurement date using the Black-Scholes pricing model. The fair value of each instrument is estimated on the grant date or measurement date utilizing certain assumptions for a risk-free interest rate, volatility and expected remaining lives of the awards. Since the Company has a limited history of being publicly traded, the fair value of stock-based payment awards issued with a vesting period of more than three years will be estimated using a volatility derived from an index of comparable entities. Option grants with a vesting schedule that is three years or less will utilize the volatility of the Company’s own stock in estimating the fair value of the stock-based award. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The weighted-average Black-Scholes assumptions are as follows: For the Three Months Ended March 31, 2018 2017 Expected life 7 years 8 years Risk free interest rate 2.57% 2.16% Expected volatility 80% 79% Expected dividend yield 0% 0% Forfeiture rate 0% 0% As of March 31, 2018, total unrecognized stock option compensation expense is $2,743,288, which will be recognized as those options vest over a period of approximately four years. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested.
NET LOSS PER SHARE OF COMMON STOCK	Net Loss Per Share of Common Stock Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive and consist of the following: As of March 31, 2018 2017 Options 5,722,105 5,618,497 Warrants 4,694,187 951,635 Totals 10,416,292 6,570,132

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Schedule of weighted-average Black-Scholes assumptions	For the Three Months Ended March 31, 2018 2017 Expected life 7 years 8 years Risk free interest rate 2.57% 2.16% Expected volatility 80% 79% Expected dividend yield 0% 0% Forfeiture rate 0% 0%
Schedule of anti-dilutive securities excluded from computation of diluted net loss per share	As of March 31, 2018 2017 Options 5,722,105 5,618,497 Warrants 4,694,187 951,635 Totals 10,416,292 6,570,132

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2018
Accrued Liabilities [Abstract]
Schedule of accrued liabilities	As of As of March 31, 2018 December 31, 2017 Lab services & supplies $ 6,080 $ 11,477 Professional fees 261,791 235,181 Consultant fees 2,500 2,500 Interest 1,409 - Total accrued liabilities $ 271,780 $ 249,158

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity [Abstract]
Schedule of stock-based compensation	For the Three Months Ended March 31, 2018 2017 Research and development $ 773,659 $ 66,693 General and administrative 205,049 347,820 Total $ 978,708 $ 414,513
Schedule of stock option activity	Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2017 5,691,414 3,124,941 $ 1.16 $ 0.73 $ 0.73 6.87 $ - Granted 280,000 - - - - - - Exercised (249,309 ) - - - - - - Cancelled - - - - - - - Balance – March 31, 2018 5,722,105 3,191,721 $ 1.41 $ 0.84 $ 0.84 6.73 $ 19,706,706
Schedule of stock options outstanding and exercisable	Weighted Weighted Exercise Number Average Remaining Average Number Price Outstanding Contractual Term Exercise Price Exercisable $ 0.05 52,876 4.01 years $ 0.05 52,877 $ 0.26 915,497 6.03 years $ 0.26 915,497 $ 0.73 1,381,691 6.62 years $ 0.73 1,135,743 $ 1.00 287,124 7.31 years $ 1.00 200,457 $ 1.10 8,000 7.78 years $ 1.10 3,833 $ 1.17 31,605 7.62 years $ 1.17 6,605 $ 1.22 70,312 7.85 years $ 1.22 13,021 $ 1.50 28,000 7.92 years $ 1.50 8,834 $ 1.55 1,456,000 7.94 years $ 1.55 566,000 $ 2.02 85,000 9.36 years $ 2.02 40,000 $ 2.40 926,000 8.84 years $ 2.40 145,833 $ 4.60 200,000 9.69 years $ 4.60 12,500 $ 5.30 280,000 9.99 years $ 5.30 90,521 Totals 5,722,105 3,191,721
Schedule of warrants activity	Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2017 4,533,020 4,517,395 $ 1.85 $ 1.85 $ 1.00 3.21 $ - Granted 428,500 - - - - - - Exercised (267,333 ) - - - - - - Cancelled - - - - - - - Balance – March 31, 2018 4,694,187 4,694,187 $ 2.14 $ 2.14 $ 1.12 2.99 $ 14,977,413

Liquidity and Management's Pl19

Liquidity and Management's Plans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Liquidity and Management's Plans (Textual)
Working capital	$ 7,631,037
Stockholders' equity	6,457,283		$ 7,618,913
Net loss	$ (3,586,585)	$ (2,232,110)

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Schedule of weighted-average Black-Scholes assumptions
Expected life	7 years	8 years
Risk free interest rate	2.57%	2.16%
Expected volatility	80.00%	79.00%
Expected dividend yield	0.00%	0.00%
Forfeiture rate	0.00%	0.00%

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details 1) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Schedule of anti-dilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share, Amount	10,416,292	6,570,132
Options [Member]
Schedule of anti-dilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share, Amount	5,722,105	5,618,497
Warrants [Member]
Schedule of anti-dilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share, Amount	4,694,187	951,635

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Details Textual)	3 Months Ended
	Mar. 31, 2018USD ($)
Summary of Significant Accounting Policies (Textual)
Unrecognized stock option compensation expense	$ 2,743,288
Recognized options vest over period	4 years

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Accrued Liabilities [Abstract]
Lab services & supplies	$ 6,080	$ 11,477
Professional fees	261,791	235,181
Consultant fees	2,500	2,500
Interest	1,409
Total accrued liabilities	$ 271,780	$ 249,158

Notes Payable (Details)

Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Notes Payable (Textual)
Warrants, exercise price	$ 5.30
Aggregate of deferred debt discount	$ 711,310
Amortization of debt discount	1,976	$ 59
Deferred costs, total	31,993
Amortization of debt issuance costs	$ 89
Purchase of warrants	428,500
Note and Warrant Purchase Agreements [Member]
Notes Payable (Textual)
Aggregate principal amount, percentage	8.00%
Aggregate principal amount	$ 2,142,500
Unsecured Promissory due date	Mar. 31, 2021
Note and Warrant Purchase Agreements [Member] | Officers and directors [Member]
Notes Payable (Textual)
Notes aggregate amount were purchased	$ 492,500

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Commitments and Contingencies (Textual)
Operating lease, description	(i) a lease agreement for laboratory space leased on a month-to month basis that is part of a shared facility in Menlo Park, California, and (ii) a one-year lease agreement for office space in Fairfield, New Jersey which expires in September 2018.
Rent expense	$ 70,356	$ 55,215

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	$ 978,708	$ 414,513
Research and development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	773,659	66,693
General and administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	$ 205,049	$ 347,820

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1) - Stock Option [Member]	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Stock Options, Outstanding
Beginning Balance | shares	5,691,414
Granted | shares	280,000
Exercised | shares	(249,309)
Cancelled | shares
Ending Balance | shares	5,722,105
Stock Options, Exercisable
Beginning Balance | shares	3,124,941
Granted | shares
Exercised | shares
Cancelled | shares
Ending Balance | shares	3,191,721
Weighted Average, Exercise Price, Outstanding
Beginning Balance	$ 1.16
Granted
Exercised
Cancelled
Ending Balance	1.41
Weighted Average, Exercise Price, Exercisable
Beginning Balance	0.73
Granted
Exercised
Cancelled
Ending Balance	0.84
Weighted Average, Fair Value Vested
Beginning Balance	0.73
Granted
Exercised
Cancelled
Ending Balance	$ 0.84
Weighted Average, Contractual Life (Years)
Beginning Balance	6 years 10 months 14 days
Ending Balance	6 years 8 months 23 days
Aggregate Intrinsic Value
Beginning Balance | $
Granted | $
Exercised | $
Cancelled | $
Ending Balance | $	$ 19,706,706

Stockholders' Equity (Details 2

Stockholders' Equity (Details 2)	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Number Outstanding	5,722,105
Stock Options, Number Exercisable	3,191,721
Exercise Price $0.05 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 0.05
Stock Options, Number Outstanding	52,876
Stock Options, Weighted Average Remaining Contractual Term	4 years 4 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.05
Stock Options, Number Exercisable	52,877
Exercise Price $0.26 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 0.26
Stock Options, Number Outstanding	915,497
Stock Options, Weighted Average Remaining Contractual Term	6 years 11 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.26
Stock Options, Number Exercisable	915,497
Exercise Price $0.73 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 0.73
Stock Options, Number Outstanding	1,381,691
Stock Options, Weighted Average Remaining Contractual Term	6 years 7 months 13 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 0.73
Stock Options, Number Exercisable	1,135,743
Exercise Price $1.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 1
Stock Options, Number Outstanding	287,124
Stock Options, Weighted Average Remaining Contractual Term	7 years 3 months 22 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 1
Stock Options, Number Exercisable	200,457
Exercise Price $1.10 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 1.10
Stock Options, Number Outstanding	8,000
Stock Options, Weighted Average Remaining Contractual Term	7 years 9 months 11 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 1.10
Stock Options, Number Exercisable	3,833
Exercise Price $1.17 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 1.17
Stock Options, Number Outstanding	31,605
Stock Options, Weighted Average Remaining Contractual Term	7 years 7 months 13 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 1.17
Stock Options, Number Exercisable	6,605
Exercise Price $1.22 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 1.22
Stock Options, Number Outstanding	70,312
Stock Options, Weighted Average Remaining Contractual Term	7 years 10 months 6 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 1.22
Stock Options, Number Exercisable	13,021
Exercise Price $1.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 1.50
Stock Options, Number Outstanding	28,000
Stock Options, Weighted Average Remaining Contractual Term	7 years 11 months 1 day
Stock Options, Weighted Average Exercise Price | $ / shares	$ 1.50
Stock Options, Number Exercisable	8,834
Exercise Price $1.55 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 1.55
Stock Options, Number Outstanding	1,456,000
Stock Options, Weighted Average Remaining Contractual Term	7 years 11 months 8 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 1.55
Stock Options, Number Exercisable	566,000
Exercise Price $2.02 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 2.02
Stock Options, Number Outstanding	85,000
Stock Options, Weighted Average Remaining Contractual Term	9 years 4 months 9 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 2.02
Stock Options, Number Exercisable	40,000
Exercise Price $2.40 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 2.40
Stock Options, Number Outstanding	926,000
Stock Options, Weighted Average Remaining Contractual Term	8 years 10 months 3 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 2.40
Stock Options, Number Exercisable	145,833
Exercise Price $4.60 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 4.60
Stock Options, Number Outstanding	200,000
Stock Options, Weighted Average Remaining Contractual Term	9 years 8 months 9 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 4.60
Stock Options, Number Exercisable	12,500
Exercise Price $5.30 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options, Exercise Price | $ / shares	$ 5.30
Stock Options, Number Outstanding	280,000
Stock Options, Weighted Average Remaining Contractual Term	9 years 11 months 26 days
Stock Options, Weighted Average Exercise Price | $ / shares	$ 5.30
Stock Options, Number Exercisable	90,521

Stockholders' Equity (Details 3

Stockholders' Equity (Details 3) - Warrants [Member]	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Warrants, Outstanding
Beginning Balance | shares	4,533,020
Granted | shares	428,500
Cancelled | shares
Ending Balance | shares	4,694,187
Warrants, Exercisable
Beginning Balance | shares	4,517,395
Granted | shares
Exercised | shares
Cancelled | shares
Ending Balance | shares	4,694,187
Weighted Average, Exercise Price, Outstanding
Beginning Balance	$ 1.85
Granted
Cancelled
Exercised
Ending Balance	2.14
Weighted Average, Exercise Price, Exercisable
Beginning Balance	1.85
Granted
Exercised
Cancelled
Ending Balance	2.14
Weighted Average, Fair Value Vested
Beginning Balance	1
Granted
Exercised
Cancelled
Ending Balance	$ 1.12
Weighted Average, Contractual Life (Years)
Beginning Balance	3 years 2 months 16 days
Ending Balance	2 years 11 months 26 days
Aggregate Intrinsic Value
Beginning Balance | $
Granted | $
Exercised | $
Cancelled | $
Ending Balance | $	$ 14,977,413

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Stockholders' Equity (Textual)
Aggregate cash proceeds of exercised, warrants	$ 588,499	$ 2,404,993
Cash proceeds of exercised, stock options	$ 146,438	$ 19,825
Remaining options to be issued	1,066,793
Stock options, description	The stock options have terms of ten years and vest over a two or four-year period.
2011 Plan [Member]
Stockholders' Equity (Textual)
Remaining options to be issued	761,793
Stock Option [Member]
Stockholders' Equity (Textual)
Granted	280,000
Options exercised	249,309
Common stock, per share	$ 5.30
Stock option aggregate grant fair value	$ 1,028,600
Warrants [Member]
Stockholders' Equity (Textual)
Granted	428,500
Warrants exercised	267,333

Related Party Transactions (Det

Related Party Transactions (Details) - Directors [Member] - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Related Party Transactions (Textual)
Annual compensation	$ 20,000
Payments of related party	$ 5,000	$ 10,500

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Apr. 13, 2018	Mar. 31, 2018
Subsequent Events (Textual)
Purchase of warrants		428,500
Warrants [Member]
Subsequent Events (Textual)
Purchase of warrants		6,982
Aggregate cash proceeds of exercised		$ 3,491
Note and Warrant Purchase Agreements [Member]
Subsequent Events (Textual)
Aggregate principal amount		$ 2,142,500
Unsecured Promissory due date		Mar. 31, 2021
Subsequent Event [Member] | Warrants [Member]
Subsequent Events (Textual)
Warrants, description	The Warrants may be exercised at any time prior to March 29, 2021; provided, however, that if a Note is repaid prior to March 29, 2019, then the expiry date of the related Warrant is subject to acceleration. The exercise price of the Warrants is $5.30 per share.
Subsequent Event [Member] | Note and Warrant Purchase Agreements [Member]
Subsequent Events (Textual)
Aggregate principal amount	$ 1,760,000
Percentage of unsecured promissory notes	8.00%
Warrants issued	352,000
Subsequent Event [Member] | Note and Warrant Purchase Agreements [Member] | Officer [Member]
Subsequent Events (Textual)
Aggregate amount of notes purchased	$ 40,000