CohBar (CWBR) 10-Q 7 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 04, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	CohBar, Inc.
Entity Central Index Key	0001522602
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		42,876,422
Entity File Number	001-38326
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 1,027,503	$ 5,722,342
Investments	13,392,274	16,460,426
Prepaid expenses and other current assets	484,355	260,630
Total current assets	14,904,132	22,443,398
Property and equipment, net	435,745	520,740
Intangible assets, net	19,423	20,233
Other assets	60,041	56,793
Total assets	15,419,341	23,041,164
Current liabilities:
Accounts payable	377,395	1,142,735
Accrued liabilities	653,666	351,813
Accrued payroll and other compensation	164,085	667,661
Total current liabilities	1,195,146	2,162,209
Notes payable, net of debt discount and offering costs of $656,275 and $986,163 as of September 30, 2019 and December 31, 2018, respectively	3,246,225	2,916,337
Total liabilities	4,441,371	5,078,546
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, Authorized 5,000,000 shares; No shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
Common stock, $0.001 par value, Authorized 75,000,000 shares; Issued and outstanding 42,861,422 shares as of September 30, 2019 and 42,578,208 as of December 31, 2018	42,861	42,578
Additional paid-in capital	60,211,715	57,868,593
Accumulated deficit	(49,276,606)	(39,948,553)
Total stockholders' equity	10,977,970	17,962,618
Total liabilities and stockholders' equity	$ 15,419,341	$ 23,041,164

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Debt discount of note payable and offering costs, current	$ 656,275	$ 986,163
Preferred stock, par 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	42,861,422	42,578,208
Common stock, outstanding	42,861,422	42,578,208

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenues
Operating expenses:
Research and development	1,943,746	3,435,509	4,734,020	7,948,951
General and administrative	1,283,721	1,061,709	4,279,223	3,290,113
Total operating expenses	3,227,467	4,497,218	9,013,243	11,239,064
Operating loss	(3,227,467)	(4,497,218)	(9,013,243)	(11,239,064)
Other (expense) income:
Interest income	66,693	72,810	248,586	91,818
Interest expense	(78,690)	(78,691)	(233,508)	(153,307)
Amortization of debt discount and offering costs	(109,963)	(109,943)	(329,888)	(215,187)
Total other (expense) income	(121,960)	(115,824)	(314,810)	(276,676)
Net loss	$ (3,349,427)	$ (4,613,042)	$ (9,328,053)	$ (11,515,740)
Basic and diluted net loss per share	$ (0.08)	$ (0.11)	$ (0.22)	$ (0.28)
Weighted average common shares outstanding - basic and diluted	42,861,422	42,478,877	42,766,300	40,815,309

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-in-Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2017	$ 39,440	$ 31,822,161	$ (24,242,688)	$ 7,618,913
Beginning balance, shares at Dec. 31, 2017	39,439,505
Stock-based compensation		978,708		978,708
Exercise of employee stock options	$ 249	146,189		146,438
Exercise of employee stock options, shares	249,309
Exercise of warrants	$ 267	588,232		588,499
Exercise of warrants, shares	267,333
Debt Discount on notes		711,310		711,310
Net loss			(3,586,585)	(3,586,585)
Ending balance at Mar. 31, 2018	$ 39,956	34,246,600	(27,829,273)	6,457,283
Beginning balance, shares at Mar. 31, 2018	39,956,147
Beginning balance at Dec. 31, 2017	$ 39,440	31,822,161	(24,242,688)	7,618,913
Beginning balance, shares at Dec. 31, 2017	39,439,505
Net loss				(11,515,740)
Ending balance at Sep. 30, 2018	$ 42,539	56,901,797	(35,758,428)	21,185,908
Beginning balance, shares at Sep. 30, 2018	42,538,796
Beginning balance at Mar. 31, 2018	$ 39,956	34,246,600	(27,829,273)	6,457,283
Beginning balance, shares at Mar. 31, 2018	39,956,147
Stock-based compensation		808,470		808,470
Exercise of employee stock options	$ 277	242,442		242,719
Exercise of employee stock options, shares	277,374
Exercise of warrants	$ 7	3,484		3,491
Exercise of warrants, shares	6,982
Sale of common stock	$ 2,187	19,397,672		19,399,859
Sale of common stock, shares	2,186,855
Deferred offering costs		(95,805)		(95,805)
Debt Discount on notes		542,080		542,080
Net loss			(3,316,113)	(3,316,113)
Ending balance at Jun. 30, 2018	$ 42,427	55,144,943	(31,145,386)	24,041,984
Beginning balance, shares at Jun. 30, 2018	42,427,358
Stock-based compensation		1,613,354		1,613,354
Exercise of employee stock options	$ 37	57,298		57,335
Exercise of employee stock options, shares	36,438
Exercise of warrants	$ 75	86,175		86,250
Exercise of warrants, shares	75,000
Deferred offering costs		27		27
Net loss			(4,613,042)	(4,613,042)
Ending balance at Sep. 30, 2018	$ 42,539	56,901,797	(35,758,428)	21,185,908
Beginning balance, shares at Sep. 30, 2018	42,538,796
Beginning balance at Dec. 31, 2018	$ 42,578	57,868,593	(39,948,553)	17,962,618
Beginning balance, shares at Dec. 31, 2018	42,578,208
Stock-based compensation		763,659		763,659
Exercise of employee stock options	$ 95	151,506		151,601
Exercise of employee stock options, shares	94,530
Exercise of warrants	$ 50	57,450		57,500
Exercise of warrants, shares	50,000
Net loss			(2,920,584)	(2,920,584)
Ending balance at Mar. 31, 2019	$ 42,723	58,841,208	(42,869,137)	16,014,794
Beginning balance, shares at Mar. 31, 2019	42,722,738
Beginning balance at Dec. 31, 2018	$ 42,578	57,868,593	(39,948,553)	17,962,618
Beginning balance, shares at Dec. 31, 2018	42,578,208
Net loss				(9,328,053)
Ending balance at Sep. 30, 2019	$ 42,861	60,211,715	(49,276,606)	10,977,970
Beginning balance, shares at Sep. 30, 2019	42,861,422
Beginning balance at Mar. 31, 2019	$ 42,723	58,841,208	(42,869,137)	16,014,794
Beginning balance, shares at Mar. 31, 2019	42,722,738
Stock-based compensation		664,164		664,164
Exercise of employee stock options	$ 138	121,833		121,971
Exercise of employee stock options, shares	138,684
Net loss			(3,058,042)	(3,058,042)
Ending balance at Jun. 30, 2019	$ 42,861	59,627,205	(45,927,179)	13,742,887
Beginning balance, shares at Jun. 30, 2019	42,861,422
Stock-based compensation		584,510		584,510
Net loss			(3,349,427)	(3,349,427)
Ending balance at Sep. 30, 2019	$ 42,861	$ 60,211,715	$ (49,276,606)	$ 10,977,970
Beginning balance, shares at Sep. 30, 2019	42,861,422

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (9,328,053)	$ (11,515,740)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	107,119	53,602
Stock-based compensation	2,012,333	3,400,532
Amortization of debt discount	315,255	206,039
Amortization of debt issuance costs	14,633	9,148
Discount on investments	(2,848)	(15,059)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(223,725)	(74,181)
Accounts payable	(765,340)	(272,207)
Accrued liabilities	301,853	87,119
Accrued payroll and other compensation	(503,576)	(321,775)
Net cash used in operating activities	(8,072,349)	(8,442,522)
Cash flows from investing activities:
Purchases of property and equipment	(21,314)	(73,046)
Patent costs		1,739
Payment for security deposit	(3,248)	(3,367)
Purchases of investments	(40,348,000)	(24,873,187)
Proceeds from redemptions of investments	43,419,000	14,983,057
Net cash provided by (used in) investing activities	3,046,438	(9,964,804)
Cash flows from financing activities:
Debt issuance costs		(57,923)
Proceeds from the Controlled Equity Offering, net		19,304,081
Proceeds from exercise of warrants	57,500	678,240
Proceeds from notes payable		3,902,500
Proceeds from exercise of employee stock options	273,572	446,492
Net cash provided by financing activities	331,072	24,273,390
Net (decrease) increase in cash	(4,694,839)	5,866,064
Cash at beginning of period	5,722,342	2,823,450
Cash at end of period	1,027,503	8,689,514
Non-cash investing and financing activities:
Warrants issued in connection with note payable		1,253,390
Cash paid for:
Income taxes	$ 1,300

Business Organization and Natur

Business Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization and Nature of Operations	Note 1 - Business Organization and Nature of Operations CohBar, Inc. (“CohBar,” “its” or the “Company”) is a clinical stage 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), fibrotic diseases, cancer, cardiovascular disease, atherosclerosis and neurodegenerative diseases such as Alzheimer’s disease. The Company’s primary activities include the research and development of its MBT pipeline, securing intellectual property protection for its discoveries and assets, 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, the exercise of outstanding warrants and stock options and the issuance of debt instruments. 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, 2018, included in the Company’s Annual Report on Form 10-K (the “2018 Form 10-K”), filed with the SEC on March 18, 2019. The interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the 2018 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 and nine month periods ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or any other period.

Liquidity and Management's Plan

Liquidity and Management's Plans	9 Months Ended
	Sep. 30, 2019
Liquidity and Management's Plans [Abstract]
Liquidity and Management's Plans	Note 2 – Liquidity and Management's Plans As of September 30, 2019, the Company had working capital and stockholders' equity of $13,708,986 and $10,977,970, respectively. During the nine months ended September 30, 2019, the Company incurred a net loss of $9,328,053 and used $8,072,349 in its operating activities. 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 its ability to continue as a going concern for at least one year from the issuance of these financial statements. However, management has substantial latitude as to the timing and amount of the expenses it incurs and such latitude and control of those expenditures alleviated the substantial doubt. The Company believes, due in part to such latitude and control, that it has sufficient capital to meet its operating expenses and obligations for the next twelve months from the date of this filing. However, if unanticipated difficulties or circumstances arise, the Company may require additional capital sooner to support its operations. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail its research and development activities and/or other operations until such time as additional capital becomes available. Such limitation of its activities would allow 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 would 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	9 Months Ended
	Sep. 30, 2019
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 accounting principles generally accepted in the United States of America ("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. Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation ("FDIC"). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Investments Investments consist of U.S. Treasury Bills of $13,392,274, which are classified as held-to-maturity. 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 mature within the next twelve months. Unrealized gains and losses are de minimus Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide 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) give 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 September 30, 2019 and December 31, 2018. 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. The Company has granted stock options at exercise prices equal to the higher of (i) the closing price of the Company's common stock as reported by Nasdaq or (ii) the closing price of the Company's common stock as reported by the TSX Venture Exchange as determined by the board of directors, with input from management on the date of grant. 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. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. Beginning with the current year, the fair value of stock-based payment awards issued was estimated using a volatility derived from the Company's share price. Prior to the current year, the Company had a limited history of being publicly traded and estimated the fair value of stock-based payment awards using a volatility derived from an index of comparable entities. 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 For the Nine Months Ended 2019 2018 2019 2018 Expected life - 2 years 6.25 years 4 years Risk free interest rate - 2.60 % 2.21 % 2.63 % Expected volatility - 83 % 76 % 82 % Expected dividend yield - 0 % 0 % 0 % Forfeiture rate - 0 % 0 % 0 % As of September 30, 2019, total unrecognized stock option compensation expense was $5,343,633, 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 September 30, 2019 2018 Options 7,656,396 5,525,834 Warrants 4,907,223 4,964,205 Totals 12,563,619 10,490,039 Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-09, " Codification Improvements Income Statement - Reporting Comprehensive Income – Overall Debt - Modifications and Extinguishments Distinguishing Liabilities from Equity – Overall Compensation - Stock Compensation - Income Taxes Fair Value Measurement – Overall .

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2019
Payables and Accruals [Abstract]
Accrued Liabilities	Note 4 - Accrued Liabilities Accrued liabilities consist of: As of As of September 30, December 31, Lab services & supplies $ 105,920 $ 103,766 Professional & other fees 82,239 16,048 Interest 465,507 231,999 Total accrued liabilities $ 653,666 $ 351,813

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 - 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 2020. Rent expense was $88,438 and $73,723 for the three months ended September 30, 2019 and 2018, respectively. Rent expense was $258,817 and $214,435 for the nine months ended September 30, 2019 and 2018, respectively.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 6 - 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 September 30, 2019, there were 1,374,524 shares remaining available for issuance under the 2011 Plan. During the nine months ended September 30, 2019, the Company granted stock options to employees and non-employee directors to purchase 2,579,000 shares of the Company's common stock with grant date prices that ranged between $1.72 to $3.15 per share. The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over periods ranging between zero and four years. The stock options have an aggregate grant date fair value of $3,266,611. The stock options granted during the nine months ended September 30, 2019 included an option to purchase 430,000 shares of common stock that contained service and performance conditions to be met for those options to begin vesting. The option holder had to be continuously employed to meet the service condition and attain certain funding milestones over a two-year period to satisfy the performance condition. During the nine months ended September 30, 2019, stock options to purchase 233,214 shares of common stock were exercised for cash proceeds of $273,572. During the nine months ended September 30, 2019, stock options to purchase 177,672 shares of common stock were cancelled and the shares underlying such awards were returned to the stock option pool for future issuance. The Company recorded stock-based compensation as follows: For the Three Months Ended For Nine Months Ended 2019 2018 2019 2018 Research and development $ 201,259 $ 1,188,545 $ 711,401 $ 2,299,934 General and administrative 383,251 424,809 1,300,932 1,100,598 Total $ 584,510 $ 1,613,354 $ 2,012,333 $ 3,400,532 The following table represents stock option activity for the nine months ended September 30, 2019: Weighted Average Stock Options Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2018 5,488,282 4,384,294 $ 2.10 $ 1.32 $ 1.32 5.80 $ - Granted 2,579,000 - - - - - - Exercised (233,214 ) - - - - - - Cancelled (177,672 ) - - - - - - Balance – September 30, 2019 7,656,396 4,646,317 $ 2.14 $ 1.50 $ 1.50 6.27 $ 1,657,554 The following table summarizes information on stock options outstanding and exercisable as of September 30, 2019: Grant Price Weighted Average Exercise Total Number Weighted Average From To Price Outstanding Exercisable Remaining Contractual Term $ 0.26 $ 2.02 $ 0.89 3,298,353 3,282,936 3.81 years $ 2.10 $ 4.60 $ 2.47 3,665,043 936,167 8.89 years $ 5.30 $ 8.86 $ 6.62 693,000 427,214 8.61 years Totals 7,656,396 4,646,317 Warrants During the nine months ended September 30, 2019, warrants to purchase 50,000 shares of the Company's common stock were exercised for aggregate cash proceeds of $57,500. Weighted Average Warrants Exercise Price Fair Value Contractual Aggregate Outstanding Exercisable Outstanding Exercisable Vested Life (Years) Intrinsic Value Balance – December 31, 2018 4,964,205 4,907,223 $ 2.39 $ 2.39 $ 1.14 2.27 $ - Granted - - - - - - - Exercised (50,000 ) - - - - - - Cancelled (6,982 ) - - - - - - Balance – September 30, 2019 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.55 $ 883,793 During the nine months ended September 30, 2019, warrants to purchase 6,982 shares of the Company's common stock expired and were cancelled.

Non-Cash Expenses

Non-Cash Expenses	9 Months Ended
	Sep. 30, 2019
Other Income and Expenses [Abstract]
Non-Cash Expenses	Note 7 – Non-Cash Expenses The following table details the Company's non-cash expenses included in the accompanying condensed statements of operations: For the Three Months Ended For the Nine Months Ended 2019 2018 2019 2018 Operating expenses: Stock-based compensation $ 584,510 $ 1,613,354 $ 2,012,333 $ 3,400,532 Depreciation & amortization 36,468 19,290 107,951 53,602 Subtotal $ 620,978 $ 1,632,644 $ 2,120,284 $ 3,454,134 Other expense: Amortization of debt discount 105,085 105,085 315,255 206,039 Total non-cash expenses $ 726,063 $ 1,737,730 $ 2,435,539 $ 3,660,173

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 8 – 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. On October 18, 2019, the Company granted stock options to purchase 200,000 shares of its common stock with an exercise price of $1.43 per share. The stock options have a term of ten years and are subject to vesting based on continuous service of the awardee over a four-year period. Subsequent to September 30, 2019, a total of 15,000 stock options were exercised for cash proceeds of $8,600.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
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 accounting principles generally accepted in the United States of America ("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.
CONCENTRATIONS OF CREDIT RISK	Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation ("FDIC"). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
INVESTMENTS	Investments Investments consist of U.S. Treasury Bills of $13,392,274, which are classified as held-to-maturity. 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 mature within the next twelve months. Unrealized gains and losses are de minimus
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) provide 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) give 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 September 30, 2019 and December 31, 2018.
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. The Company has granted stock options at exercise prices equal to the higher of (i) the closing price of the Company's common stock as reported by Nasdaq or (ii) the closing price of the Company's common stock as reported by the TSX Venture Exchange as determined by the board of directors, with input from management on the date of grant. 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. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. Beginning with the current year, the fair value of stock-based payment awards issued was estimated using a volatility derived from the Company's share price. Prior to the current year, the Company had a limited history of being publicly traded and estimated the fair value of stock-based payment awards using a volatility derived from an index of comparable entities. 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 For the Nine Months Ended 2019 2018 2019 2018 Expected life - 2 years 6.25 years 4 years Risk free interest rate - 2.60 % 2.21 % 2.63 % Expected volatility - 83 % 76 % 82 % Expected dividend yield - 0 % 0 % 0 % Forfeiture rate - 0 % 0 % 0 % As of September 30, 2019, total unrecognized stock option compensation expense was $5,343,633, 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 September 30, 2019 2018 Options 7,656,396 5,525,834 Warrants 4,907,223 4,964,205 Totals 12,563,619 10,490,039
RECENT ACCOUNTING PRONOUNCEMENTS	Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-09, " Codification Improvements Income Statement - Reporting Comprehensive Income – Overall Debt - Modifications and Extinguishments Distinguishing Liabilities from Equity – Overall Compensation - Stock Compensation - Income Taxes Fair Value Measurement – Overall .

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of weighted-average Black-Scholes assumptions	For the Three Months Ended For the Nine Months Ended 2019 2018 2019 2018 Expected life - 2 years 6.25 years 4 years Risk free interest rate - 2.60 % 2.21 % 2.63 % Expected volatility - 83 % 76 % 82 % Expected dividend yield - 0 % 0 % 0 % Forfeiture rate - 0 % 0 % 0 %
Schedule of anti-dilutive securities excluded from computation of diluted net loss per share	As of September 30, 2019 2018 Options 7,656,396 5,525,834 Warrants 4,907,223 4,964,205 Totals 12,563,619 10,490,039

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2019
Payables and Accruals [Abstract]
Schedule of accrued liabilities	As of As of September 30, December 31, Lab services & supplies $ 105,920 $ 103,766 Professional & other fees 82,239 16,048 Interest 465,507 231,999 Total accrued liabilities $ 653,666 $ 351,813

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity Note [Abstract]
Schedule of stock-based compensation	For the Three Months Ended For Nine Months Ended 2019 2018 2019 2018 Research and development $ 201,259 $ 1,188,545 $ 711,401 $ 2,299,934 General and administrative 383,251 424,809 1,300,932 1,100,598 Total $ 584,510 $ 1,613,354 $ 2,012,333 $ 3,400,532
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, 2018 5,488,282 4,384,294 $ 2.10 $ 1.32 $ 1.32 5.80 $ - Granted 2,579,000 - - - - - - Exercised (233,214 ) - - - - - - Cancelled (177,672 ) - - - - - - Balance – September 30, 2019 7,656,396 4,646,317 $ 2.14 $ 1.50 $ 1.50 6.27 $ 833,793
Schedule of stock options outstanding and exercisable	Grant Price Weighted Average Exercise Total Number Weighted Average From To Price Outstanding Exercisable Remaining Contractual Term $ 0.26 $ 2.02 $ 0.89 3,298,353 3,282,936 3.81 years $ 2.10 $ 4.60 $ 2.47 3,665,043 936,167 8.89 years $ 5.30 $ 8.86 $ 6.62 693,000 427,214 8.61 years Totals 7,656,396 4,646,317
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, 2018 4,964,205 4,907,223 $ 2.39 $ 2.39 $ 1.14 2.27 $ - Granted - - - - - - - Exercised (50,000 ) - - - - - - Cancelled (6,982 ) - - - - - - Balance – September 30, 2019 4,907,223 4,907,223 $ 2.40 $ 2.40 $ 1.11 1.55 $ 1,175,115

Non-Cash Expenses (Tables)

Non-Cash Expenses (Tables)	9 Months Ended
	Sep. 30, 2019
Other Income and Expenses [Abstract]
Schedule of non-cash expenses	For the Three Months Ended For the Nine Months Ended 2019 2018 2019 2018 Operating expenses: Stock-based compensation $ 584,510 $ 1,613,354 $ 2,012,333 $ 3,400,532 Depreciation & amortization 36,468 19,290 107,951 53,602 Subtotal $ 620,978 $ 1,632,644 $ 2,120,284 $ 3,454,134 Other expense: Amortization of debt discount 105,085 105,085 315,255 206,039 Total non-cash expenses $ 726,063 $ 1,737,730 $ 2,435,539 $ 3,660,173

Liquidity and Management's Pl_2

Liquidity and Management's Plans (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Liquidity and Management's Plans (Textual)
Working capital	$ 13,708,986						$ 13,708,986
Stockholders' equity	10,977,970	$ 13,742,887	$ 16,014,794	$ 21,185,908	$ 24,041,984	$ 6,457,283	10,977,970	$ 21,185,908	$ 17,962,618	$ 7,618,913
Net loss	$ (3,349,427)	$ (3,058,042)	$ (2,920,584)	$ (4,613,042)	$ (3,316,113)	$ (3,586,585)	(9,328,053)	(11,515,740)
Operating activities							$ (8,072,349)	$ (8,442,522)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Equity Option [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Schedule of weighted-average Black-Scholes assumptions
Expected life		2 years	6 years 2 months 30 days	4 years
Risk free interest rate		2.60%	2.21%	2.63%
Expected volatility		83.00%	76.00%	82.00%
Expected dividend yield		0.00%	0.00%	0.00%
Forfeiture rate		0.00%	0.00%	0.00%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Schedule of anti-dilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share, Amount	12,563,619	10,490,039
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	4,907,223	4,964,205
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	7,656,396	5,525,834

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Textual)	9 Months Ended
	Sep. 30, 2019USD ($)
Summary of Significant Accounting Policies (Textual)
U.S. Treasury bills	$ 13,392,274
Unrecognized stock option compensation expense	$ 5,343,633
Recognized options vest over period	4 years

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Lab services & supplies	$ 105,920	$ 103,766
Professional & other fees	82,239	16,048
Interest	465,507	231,999
Total accrued liabilities	$ 653,666	$ 351,813

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Commitments and Contingencies (Textual)
Rent expense	$ 88,438	$ 73,723	$ 258,817	$ 214,435
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 2020

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 584,510	$ 1,613,354	$ 2,012,333	$ 3,400,532
Research and development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	201,259	1,188,545	711,401	2,299,934
General and administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 383,251	$ 424,809	$ 1,300,932	$ 1,100,598

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Stock Options, Outstanding
Beginning Balance | shares	5,488,282
Granted | shares	2,579,000
Exercised | shares	(233,214)
Cancelled | shares	(177,672)
Ending Balance | shares	7,656,396
Stock Options, Exercisable
Beginning Balance | shares	4,384,294
Granted | shares
Exercised | shares
Cancelled | shares
Ending Balance | shares	4,646,317
Weighted Average, Exercise Price, Outstanding
Beginning Balance	$ 2.10
Granted
Exercised
Cancelled
Ending Balance	2.14
Weighted Average, Exercise Price, Exercisable
Beginning Balance	1.32
Granted
Exercised
Cancelled
Ending Balance	1.50
Weighted Average, Fair Value Vested
Beginning Balance	1.32
Granted
Exercised
Cancelled
Ending Balance	$ 1.50
Weighted Average, Contractual Life (Years)
Beginning Balance	5 years 9 months 18 days
Granted
Exercised
Cancelled
Ending Balance	6 years 3 months 8 days
Aggregate Intrinsic Value
Beginning Balance | $
Granted | $
Exercised | $
Cancelled | $
Ending Balance | $	$ 1,657,554

Stockholders' Equity (Details 2

Stockholders' Equity (Details 2)	9 Months Ended
	Sep. 30, 2019$ / sharesshares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options, Total Outstanding | shares	7,656,396
Stock Options, Number Exercisable | shares	4,646,317
Grant Price From 0.26 To 2.02 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options, Grant Price, Minimum	$ 0.26
Stock Options, Grant Price, Maximum	2.02
Stock Options, Weighted Average Exercise Price	$ 0.89
Stock Options, Total Outstanding | shares	3,298,353
Stock Options, Number Exercisable | shares	3,282,936
Stock Options, Weighted Average Remaining Contractual Term	3 years 8 months 9 days
Grant Price From 2.10 To 4.60 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options, Grant Price, Minimum	$ 2.10
Stock Options, Grant Price, Maximum	4.60
Stock Options, Weighted Average Exercise Price	$ 2.47
Stock Options, Total Outstanding | shares	3,665,043
Stock Options, Number Exercisable | shares	936,167
Stock Options, Weighted Average Remaining Contractual Term	8 years 10 months 21 days
Grant Price From 5.30 To 8.86 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options, Grant Price, Minimum	$ 5.30
Stock Options, Grant Price, Maximum	8.86
Stock Options, Weighted Average Exercise Price	$ 6.62
Stock Options, Total Outstanding | shares	693,000
Stock Options, Number Exercisable | shares	427,214
Stock Options, Weighted Average Remaining Contractual Term	8 years 7 months 10 days

Stockholders' Equity (Details 3

Stockholders' Equity (Details 3) - Warrant [Member]	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Warrants, Outstanding
Beginning Balance | shares	4,964,205
Granted | shares
Exercised | shares	(50,000)
Cancelled | shares	(6,982)
Ending Balance | shares	4,907,223
Warrants, Exercisable
Beginning Balance | shares	4,907,223
Granted | shares
Exercised | shares
Cancelled | shares
Ending Balance | shares	4,907,223
Weighted Average, Exercise Price, Outstanding
Beginning Balance	$ 2.39
Granted
Cancelled
Exercised
Ending Balance	2.40
Weighted Average, Exercise Price, Exercisable
Beginning Balance	2.39
Granted
Exercised
Cancelled
Ending Balance	2.40
Weighted Average, Fair Value Vested
Beginning Balance	1.14
Granted
Exercised
Cancelled
Ending Balance	$ 1.11
Weighted Average, Contractual Life (Years)
Beginning Balance	2 years 3 months 8 days
Ending Balance	1 year 6 months 18 days
Aggregate Intrinsic Value
Beginning Balance | $
Granted | $
Exercised | $
Cancelled | $
Ending Balance | $	$ 883,793

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Stockholders' Equity (Textual)
Cash proceeds of exercised, stock options	$ 273,572	$ 446,492
2011 Plan [Member]
Stockholders' Equity (Textual)
Remaining options to be issued	1,374,524
Warrant [Member]
Stockholders' Equity (Textual)
Warrants issued with promissory notes
Warrants exercised	50,000
Cash proceeds from warrants	$ 57,500
Number of warrants expired and cancelled	6,982
Stock Option [Member]
Stockholders' Equity (Textual)
Stock options granted	2,579,000
Stock options to purchase shares of common stock	233,214
Common stock future issuance	177,672
Stock Option [Member] | Board Member [Member]
Stockholders' Equity (Textual)
Stock options granted to employees	430,000
Stock option aggregate grant fair value	$ 3,266,611
Stock options, description	The stock options have terms of ten years and are subject to vesting based on continuous service of the awardee over periods ranging between zero and four years.
Stock Option [Member] | Board Member [Member] | Minimum [Member]
Stockholders' Equity (Textual)
Common stock, per share	$ 1.72
Stock Option [Member] | Board Member [Member] | Maximum [Member]
Stockholders' Equity (Textual)
Common stock, per share	$ 3.15

Non-Cash Expenses (Details)

Non-Cash Expenses (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Operating expenses:
Stock-based compensation	$ 584,510	$ 1,613,354	$ 2,012,333	$ 3,400,532
Depreciation & amortization	36,468	19,290	107,119	53,602
Subtotal	620,978	1,632,644	2,120,284	3,454,134
Other expense:
Amortization of debt discount	105,085	105,085	315,255	206,039
Total non-cash expenses	$ 726,063	$ 1,737,730	$ 2,435,539	$ 3,660,173

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Oct. 18, 2019USD ($)$ / sharesshares
Stock options purchases	200,000
Exercise price | $ / shares	$ 1.43
Stock options vesting service, description	The stock options have a term of ten years and are subject to vesting based on continuous service of the awardee over a four-year period.
Stock options and exercised	15,000
Cash proceeds of stock options | $	$ 8,600