Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Celcuity Inc. | |
Entity Central Index Key | 1,603,454 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CELC | |
Entity Common Stock, Shares Outstanding | 10,082,050 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 32,304,145 | $ 5,856,348 |
Investments | 245,000 | 0 |
Restricted cash | 50,000 | 50,000 |
Deposits | 27,726 | 5,717 |
Prepaid assets | 247,429 | 0 |
Total current assets | 32,874,300 | 5,912,065 |
Property and equipment, net | 272,245 | 144,912 |
Total Assets | 33,146,545 | 6,056,977 |
Current Liabilities: | ||
Accounts payable | 34,861 | 331,534 |
Accrued expenses | 301,586 | 113,825 |
Total current liabilities | 336,447 | 445,359 |
Total Liabilities | 336,447 | 445,359 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Members' equity contributions: 0 and 6,440,105 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 0 | 13,349,654 |
Preferred stock, $0.001 par value: 5,000,000 and 0 shares authorized as of September 30, 2017 and December 31, 2016, respectively; 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.001 par value: 45,000,000 and 0 shares authorized as of September 30, 2017 and December 31, 2016, respectively; 10,082,050 and 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 10,082 | 0 |
Additional paid-in capital | 33,083,055 | 593,365 |
Accumulated deficit | (283,039) | (8,331,401) |
Total Stockholders' Equity | 32,810,098 | 5,611,618 |
Total Liabilities and Stockholders' Equity | $ 33,146,545 | $ 6,056,977 |
CONDENSED BALANCE SHEETS _Paren
CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common Shares, Issued | 0 | 6,440,105 |
Common Shares, Outstanding | 0 | 6,440,105 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 0 |
Common Stock, Shares, Issued | 10,082,050 | 0 |
Common Stock, Shares, Outstanding | 10,082,050 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating expenses: | ||||
Research and development | $ 1,364,728 | $ 812,803 | $ 3,577,357 | $ 2,224,859 |
General and administrative | 164,665 | 64,738 | 551,555 | 196,155 |
Total operating expenses | 1,529,393 | 877,541 | 4,128,912 | 2,421,014 |
Loss from operations | (1,529,393) | (877,541) | (4,128,912) | (2,421,014) |
Other income (expense) | ||||
Interest expense | (264,905) | 0 | (451,664) | 0 |
Interest income | 30,322 | 9,021 | 53,034 | 13,040 |
Other income (expense), net | (234,583) | 9,021 | (398,630) | 13,040 |
Net loss before income taxes | (1,763,976) | (868,520) | (4,527,542) | (2,407,974) |
Income tax benefit | 0 | 0 | 0 | 0 |
Net loss | $ (1,763,976) | $ (868,520) | $ (4,527,542) | $ (2,407,974) |
Net loss per share, basic and diluted | $ (0.26) | $ (0.13) | $ (0.69) | $ (0.38) |
Weighted average common shares outstanding, basic and diluted | 6,846,827 | 6,440,139 | 6,577,191 | 6,268,471 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Member Contributions [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2015 | $ 5,016,421 | $ 9,961,962 | $ 0 | $ 75,452 | $ (5,020,993) |
Balance (in shares) at Dec. 31, 2015 | 5,891,147 | 0 | |||
Member units issued, net | 3,718,299 | $ 3,387,692 | $ 0 | 330,607 | 0 |
Member units issued, net (in shares) | 548,958 | ||||
Stock-based compensation | 141,408 | $ 0 | 0 | 141,408 | 0 |
Non-employee stock-based compensation | 45,898 | 0 | 0 | 45,898 | 0 |
Net loss | (3,310,408) | 0 | 0 | 0 | (3,310,408) |
Balance at Dec. 31, 2016 | 5,611,618 | $ 13,349,654 | 593,365 | (8,331,401) | |
Balance (in shares) at Dec. 31, 2016 | 6,440,105 | ||||
Warrants issued - unsecured convertible promissory note holders | 776,717 | $ 0 | 0 | 776,717 | 0 |
Warrants issued - placement agent | 286,999 | 0 | 0 | 286,999 | 0 |
Corporate conversion from Celcuity LLC to Celcuity Inc. | 0 | 0 | 0 | (12,575,904) | 12,575,904 |
Corporate conversion to common stock | 0 | $ (13,349,654) | $ 6,440 | 13,343,214 | 0 |
Corporate conversion to common stock (in shares) | (6,440,105) | 6,440,139 | |||
Common stock issued in initial public offering, net of underwriter commission of $1,835,400, initial public offering costs of $1,123,759 and underwriter warrant of $784,111 | 22,476,780 | $ 0 | $ 2,760 | 22,474,020 | 0 |
Common stock issued in initial public offering, net of underwriter commission of $1,835,400, initial public offering costs of $1,123,759 and underwriter warrant of $784,111 (in shares) | 0 | 2,760,000 | |||
Warrant issued - underwriter | 784,111 | $ 0 | $ 0 | 784,111 | 0 |
Conversion of unsecured convertible promissory note to common stock | 6,840,318 | $ 0 | $ 882 | 6,839,436 | 0 |
Conversion of unsecured convertible promissory note to common stock (in shares) | 0 | 881,911 | |||
Stock-based compensation | 428,904 | $ 0 | $ 0 | 428,904 | 0 |
Non-employee stock-based compensation | 132,193 | 0 | 0 | 132,193 | 0 |
Net loss | (4,527,542) | 0 | 0 | (4,527,542) | |
Balance at Sep. 30, 2017 | $ 32,810,098 | $ 0 | $ 10,082 | $ 33,083,055 | $ (283,039) |
Balance (in shares) at Sep. 30, 2017 | 0 | 10,082,050 |
CONDENSED STATEMENTS OF CHANGE6
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 22, 2017 | Sep. 30, 2017 | |
Adjustments to Additional Paid In Capital, Warrant Issued To Underwriter | $ 784,111 | |
IPO [Member] | ||
Adjustments To Additional Paid In Capital, Commission Of Underwriter | $ 1,835,400 | 1,835,400 |
Adjustments To Additional Paid In Capital, Initial Public Offering Costs | $ 1,123,759 | $ 1,123,759 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,527,542) | $ (2,407,974) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 76,163 | 54,230 |
Stock-based compensation | 561,097 | 109,576 |
Non-cash interest expense | 451,664 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid assets and deposits | (269,438) | 0 |
Accounts payable | (300,792) | 34,622 |
Accrued expenses | 170,828 | 25,263 |
Net cash used in operating activities | (3,838,020) | (2,184,283) |
Cash flows from investing activities: | ||
Purchases of investments | (245,000) | 0 |
Purchases of property and equipment | (203,496) | (30,774) |
Net cash used in investing activities | (448,496) | (30,774) |
Cash flows from financing activities: | ||
Proceeds from sale of member units, net of issuance costs | 0 | 3,718,300 |
Proceeds from sale of convertible promissory notes | 7,493,330 | 0 |
Proceeds from initial public offering of common stock | 24,109,650 | 0 |
Payments for debt issuance costs | (40,961) | 0 |
Payments for initial public offering costs | (827,706) | 0 |
Net cash provided by financing activities | 30,734,313 | 3,718,300 |
Net change in cash and cash equivalents | 26,447,797 | 1,503,243 |
Cash and cash equivalents: | ||
Beginning of period | 5,856,348 | 5,067,240 |
End of period | 32,304,145 | 6,570,483 |
Non-cash financing activities: | ||
Debt issuance costs netted against proceeds from sale of convertible promissory notes | 844,170 | 0 |
Debt discount related to investor and agent warrants (Note 8) | 1,063,715 | 0 |
Initial public offering costs included in accounts payable and accrued expenses | 21,053 | 0 |
Underwriter’s reimbursable offering costs netted against initial public offering proceeds | $ 275,000 | $ 0 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION Nature of Business Celcuity Inc., a Delaware corporation (the “Company”), is a cellular analysis company that is discovering new cancer sub-types and commercializing diagnostic tests designed to significantly improve the response rates of cancer patients treated with targeted therapies. The Company’s proprietary CELx diagnostic platform is currently the only commercially ready technology the Company is aware of that uses a patient’s living tumor cells to evaluate the functional status of the cell signaling pathways associated with cancer. The CELx platform identifies the abnormal signaling activity driving a patient’s cancer and quantifies how effectively a targeted therapy can treat it. This enables physicians to select the therapeutic that precisely matches and inhibits a patient’s cellular dysfunction, which significantly increases the likelihood of a positive clinical outcome. The Company’s first analytically validated and commercially ready CELx test diagnoses two new sub-types of HER2-negative breast cancer. In late-2017 and through 2018, the Company will be fielding a prospective clinical trial to evaluate the efficacy of HER2 targeted therapies in patients with these newly identified cancer sub-types. In addition to the CELx tests for HER2-negative breast cancer, the Company is developing CELx tests to diagnose 14 new potential cancer sub-types in breast, lung, colon, ovarian, kidney, bladder and hematological cancers. The Company expects to launch these additional tests on a staggered basis over the next few years. The Company was cofounded in 2012 by Brian Sullivan and Lance Laing and is based in Minnesota. The Company has not generated any revenues to date. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The Balance Sheet at December 31, 2016 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016 and the related footnotes thereto included in the Company’s Prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on September 20, 2017. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. On September 15, 2017, in relation to preparing for its initial public offering (“IPO”), Celcuity LLC filed a certificate of conversion, whereby Celcuity LLC effected a corporate conversion from a Minnesota limited liability company to a Delaware corporation and changed its name to Celcuity Inc. Pursuant to the conversion, units of membership interest in the limited liability company were converted into shares of common stock of the corporation at a conversion ratio of 40 units for one share of common stock. As a result of the corporate conversion, accumulated deficit was reduced to zero on the date of the corporate conversion, and the corresponding amount was credited to additional paid-in capital. The corporate conversion was approved by members holding a majority of our outstanding units, and in connection with such conversion, the Company filed a certificate of incorporation and adopted bylaws. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue up to 45,000,000 0.001 5,000,000 0.001 On September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 9.50 23.3 10,082,050 881,911 on Nasdaq Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. The Company maintains its accounts primarily at one financial institution. At times throughout the year the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. At September 30, 2017 and December 31, 2016, the Company had $ 32,179,734 5,842,193 The Company maintains its investments in certificates of deposit at various financial institutions. To preserve the principal balance, each investment will not exceed amounts insured by the Federal Deposit Insurance Corporation. The certificates of deposit are accounted for at cost plus accrued interest. At September 30, 2017 and December 31, 2016, the Company had $ 245,000 0 , of certificates of deposit Property and equipment are stated at cost. Depreciation is provided over estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. Estimated Asset Description Lives Furniture and Equipment 4 Leasehold Improvements 2 3 Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third party independent appraisals, as considered necessary. The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying values of cash equivalents, investments, restricted cash, accounts payable, accrued expenses and other financial working capital items approximate fair value at September 30, 2017 and December 31, 2016, due to the short maturity nature of these items. Following the conversion of Celcuity LLC to Celcuity Inc. on September 15, 2017, Celcuity Inc. will begin filing federal and state returns where required. No income tax benefit was recorded for the 15 days ended September 30, 2017 due to net losses and recognition of a valuation allowance. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at September 30, 2017. Prior to the conversion, Celcuity was an LLC and therefore was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was recorded prior to the conversion For years before 2013, the Company is no longer subject to U.S. federal or state income tax examinations The Company’s stock-based compensation consists of common stock options issued to certain employees and nonemployees of the Company and the Company’s Employee Stock Purchase Plan. The Company recognizes compensation expense for employees based on an estimated grant date fair value using the Black-Scholes option-pricing method. The Company has elected to account for forfeitures as they occur. The fair value of options granted to nonemployees is determined using the fair value of the service provided or the fair value of the option granted, whichever is more reliable. The fair value is measured at the value of the Company’s common shares at the earlier of the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. Awards granted to nonemployees are remeasured to fair value at each period end date until vested and expensed on a straight-line basis over the vesting period. Research and development costs are expensed as incurred. Research and development costs amounted to $ 3,577,357 2,224,859 1,364,728 812,803 Clinical Trial Costs The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its prepaid assets or accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in an adjustment to expense in future periods. Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), In May 2014 and amended in August 2015, the FASB issued ASU No. 2014-09 which amended the Revenue from Contracts with Customers (Topic 606) |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 3. NET LOSS PER COMMON SHARE Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common shares are the same. For the nine months ended September 30, 2017 and 2016, 66,637 65,453 30,846 and 0 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 (unaudited) Leasehold improvements $ 22,307 $ 22,307 Furniture and equipment 481,516 278,020 503,823 300,327 Less: Accumulated depreciation (231,578) (155,415) Totals $ 272,245 $ 144,912 Depreciation expense was $ 76,163 54,230 30,714 18,746 |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | 5. COMMITMENTS Lease Obligation The Company leases its corporate space in Minneapolis, Minnesota. Operating Lease Remainder of 2017 $ 13,189 2018 145,852 2019 188,850 2020 193,338 2021 64,941 Total $ 606,170 Annual rent expense for operating leases was $ 38,266 37,224 13,189 12,408 50,000 July 31, 2018 In September 2017, the Company entered into a non-cancelable operating lease agreement for building space to accommodate expansion in research and development and general corporate office needs. The new lease commences and the Company will be moving to the facility in May 2018, in conjunction with the termination of the existing lease. The lease agreement extends through April 2021 and provides for monthly rent, real estate taxes and operating expenses. Clinical Research Study In May 2017, the Company entered into an agreement with a clinical research organization to conduct a clinical research study. The Company made a payment of $ 300,000 50,000 200,000 50,000 2,040,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. STOCKHOLDERS’ EQUITY On September 15, 2017, in co nnection with its at a conversion ratio of 40 units for one share of common stock 6,440,139 was approved by members holding a majority of our outstanding units, and in connection with such conversion 45,000,000 0.001 5,000,000 0.001 condensed On September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 9.50 approximately 23.3 approximately 1.8 1.1 10,082,050 881,911 Company’s on Nasdaq Warrants In connection with the 2016 private placement unit offering, the Company issued ten-year warrants to the placement agent of the private placement. The warrants allow the agent to purchase up to 55,249 7.56 330,607 In connection with the private offering of 48,615 8.42 convertible notes 131,675 In connection with the IPO, the Company issued a five-year warrant to the underwriter. The warrant allows the underwriter to purchase up to 138,000 10.45 784,111 At September 30, 2017 and December 31, 2016, the Company had warrants to purchase 373,539 55,249 , at a weighted average exercise price of $ 8.03 7.56 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. STOCK-BASED COMPENSATION 2012 Equity Incentive Plan The 2012 Equity Incentive Plan , as amended, 625,000 2017 Stock Incentive Plan The 2017 Stock Incentive Plan, or the 2017 Plan, was adopted by the Company’s board on September 6, 2017 and became effective following the LLC conversion which took place on September 15, 2017. The Company reserved a maximum of 750,000 the Company’s the Company’s The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the nine months ended September 30: 2017 2016 Risk-free interest rate 1.89 - 2.00% 2.00% Expected volatility 75.0% 72.0% Expected life (years) 5.5 to 10.00 6.25 to 10.00 Expected dividend yield 0% 0% The inputs for the Black-Scholes valuation model require management’s significant assumptions. The common share price was determined by the Company’s board based on recent prices of common shares sold in private offerings prior to the IPO. Subsequent to the IPO, the common share price was determined by using the price on the last trading date of the grant period. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available. All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees, except the expected life is equal to the contractual term. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled. Unvested nonemployee options are marked-to-market at each reporting period. 2017 2016 Weighted Weighted Average Average Exercise Shares Exercise Price Shares Price Options outstanding at beginning of year 302,088 $ 5.91 114,525 $ 3.07 Granted 191,730 $ 8.56 175,813 $ 7.60 Forfeited (15,365) $ 3.60 (2,500) $ 3.60 Balance at September 30 478,453 $ 7.05 287,838 $ 5.83 Options exercisable at September 30: 178,275 $ 5.65 59,791 $ 2.82 Weighted Average Grant Date Fair Value for Options Granted During the period: $ 5.42 $ 5.16 Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate Options Contractual Exercise Intrinsic Options Exercise Intrinsic Outstanding Life Price Value Exercisable Price Value 478,453 8.75 $ 7.05 $ 2,484,466 178,275 $ 5.65 $ 1,175,571 Three Months Ended Nine Months Ended 2017 2016 2017 2016 Stock-based compensation expense in operating expenses: Research and development $ 126,600 $ 73,275 $ 420,789 $ 109,576 General and administrative 11,682 - 140,308 - $ 138,282 $ 73,275 $ 561,097 $ 109,576 The Company recognized stock-based compensation expense of $ 561,097 109,576 138,282 73,275 Remainder of 2017 $ 154,224 2018 545,734 2019 393,997 2020 280,901 2021 97,858 Total estimated compensation cost to be recognized $ 1,472,714 2017 Employee Stock Purchase Plan The Company’s employee stock purchase plan, or ESPP, was adopted by the Company’s 100,000 the Company’s |
UNSECURED CONVERTIBLE PROMISSOR
UNSECURED CONVERTIBLE PROMISSORY NOTES | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. UNSECURED CONVERTIBLE PROMISSORY NOTES In April and May of 2017, the Company issued to certain accredited investors convertible notes in the original principal amount of $ 5,750,000 2,587,500 8,337,500 (the “Convertible Notes”). The Convertible Notes accrued interest at a rate of 1.25 December 31, 2018 IPO was considered a qualified financing, therefore the outstanding principal balance under the Convertible Notes converted into 881,911 common stock pursuant to the terms such notes. IPO, which was $ 9.50 9.50 In connection with the issuance of the Convertible Notes, the Company granted those investors the right to receive a seven-year warrant to purchase 131,675 8,337,500 7,560,783 776,717 776,717 Cedar Point Capital, LLC (“Cedar”) served as the Company’s placement agent in connection with the placement of the Convertible Notes and earned a commission of approximately 10 885,131 48,615 was $ 8.42 286,999 period beginning on January 1, 2017 and (the date of the IPO closing), 411,375 |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. |
Cash and Cash Equivalents, Policy [Policy Text Block] | The Company maintains its accounts primarily at one financial institution. At times throughout the year the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. At September 30, 2017 and December 31, 2016, the Company had $ 32,179,734 5,842,193 |
Investment, Policy [Policy Text Block] | The Company maintains its investments in certificates of deposit at various financial institutions. To preserve the principal balance, each investment will not exceed amounts insured by the Federal Deposit Insurance Corporation. The certificates of deposit are accounted for at cost plus accrued interest. At September 30, 2017 and December 31, 2016, the Company had $ 245,000 0 , of certificates of deposit |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Depreciation is provided over estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. Estimated Asset Description Lives Furniture and Equipment 4 Leasehold Improvements 2 3 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third party independent appraisals, as considered necessary. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying values of cash equivalents, investments, restricted cash, accounts payable, accrued expenses and other financial working capital items approximate fair value at September 30, 2017 and December 31, 2016, due to the short maturity nature of these items. |
Income Tax, Policy [Policy Text Block] | Following the conversion of Celcuity LLC to Celcuity Inc. on September 15, 2017, Celcuity Inc. will begin filing federal and state returns where required. No income tax benefit was recorded for the 15 days ended September 30, 2017 due to net losses and recognition of a valuation allowance. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at September 30, 2017. Prior to the conversion, Celcuity was an LLC and therefore was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was recorded prior to the conversion For years before 2013, the Company is no longer subject to U.S. federal or state income tax examinations |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company’s stock-based compensation consists of common stock options issued to certain employees and nonemployees of the Company and the Company’s Employee Stock Purchase Plan. The Company recognizes compensation expense for employees based on an estimated grant date fair value using the Black-Scholes option-pricing method. The Company has elected to account for forfeitures as they occur. The fair value of options granted to nonemployees is determined using the fair value of the service provided or the fair value of the option granted, whichever is more reliable. The fair value is measured at the value of the Company’s common shares at the earlier of the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. Awards granted to nonemployees are remeasured to fair value at each period end date until vested and expensed on a straight-line basis over the vesting period. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. Research and development costs amounted to $ 3,577,357 2,224,859 1,364,728 812,803 Clinical Trial Costs The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its prepaid assets or accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in an adjustment to expense in future periods. Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), In May 2014 and amended in August 2015, the FASB issued ASU No. 2014-09 which amended the Revenue from Contracts with Customers (Topic 606) |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment [Table Text Block] | Estimated useful lives of property and equipment are as follows for the major classes of assets: Estimated Asset Description Lives Furniture and Equipment 4 Leasehold Improvements 2 3 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 (unaudited) Leasehold improvements $ 22,307 $ 22,307 Furniture and equipment 481,516 278,020 503,823 300,327 Less: Accumulated depreciation (231,578) (155,415) Totals $ 272,245 $ 144,912 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | At September 30, 2017, the Company had the following minimum commitments for payment of rentals which at inception had a non-cancellable term of more than one year: Operating Lease Remainder of 2017 $ 13,189 2018 145,852 2019 188,850 2020 193,338 2021 64,941 Total $ 606,170 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the nine months ended September 30: 2017 2016 Risk-free interest rate 1.89 - 2.00% 2.00% Expected volatility 75.0% 72.0% Expected life (years) 5.5 to 10.00 6.25 to 10.00 Expected dividend yield 0% 0% |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the activity for all stock options outstanding for the nine months ended September 30 under the Plan: 2017 2016 Weighted Weighted Average Average Exercise Shares Exercise Price Shares Price Options outstanding at beginning of year 302,088 $ 5.91 114,525 $ 3.07 Granted 191,730 $ 8.56 175,813 $ 7.60 Forfeited (15,365) $ 3.60 (2,500) $ 3.60 Balance at September 30 478,453 $ 7.05 287,838 $ 5.83 Options exercisable at September 30: 178,275 $ 5.65 59,791 $ 2.82 Weighted Average Grant Date Fair Value for Options Granted During the period: $ 5.42 $ 5.16 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate Options Contractual Exercise Intrinsic Options Exercise Intrinsic Outstanding Life Price Value Exercisable Price Value 478,453 8.75 $ 7.05 $ 2,484,466 178,275 $ 5.65 $ 1,175,571 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended Nine Months Ended 2017 2016 2017 2016 Stock-based compensation expense in operating expenses: Research and development $ 126,600 $ 73,275 $ 420,789 $ 109,576 General and administrative 11,682 - 140,308 - $ 138,282 $ 73,275 $ 561,097 $ 109,576 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] | Total unrecognized compensation cost related to stock options is estimated to be recognized as follows: Remainder of 2017 $ 154,224 2018 545,734 2019 393,997 2020 280,901 2021 97,858 Total estimated compensation cost to be recognized $ 1,472,714 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Furniture and Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 4 |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 2 |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 22, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 15, 2017 | Dec. 31, 2016 | |
Short-term Investments | $ 245,000 | $ 245,000 | $ 0 | ||||
Research and Development Expense | $ 1,364,728 | $ 812,803 | $ 3,577,357 | $ 2,224,859 | |||
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 | 45,000,000 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | 0 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common Stock, Shares, Outstanding | 10,082,050 | 10,082,050 | 0 | ||||
Stockholders' Equity Note, Stock Split | at a conversion ratio of 40 Units for one share of Common Stock. | ||||||
Convertible Notes Payable [Member] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 881,911 | ||||||
IPO [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 2,760,000 | ||||||
Shares Issued, Price Per Share | $ 9.50 | ||||||
Initial Public Offering Costs | $ 1,123,759 | $ 1,123,759 | |||||
Common Stock, Shares, Outstanding | 10,082,050 | ||||||
Commission Of Underwriter | $ 1,835,400 | 1,835,400 | |||||
Proceeds From Issuance Initial Public Offering Including Ipo Expense | $ 23,300,000 | ||||||
Money Market and US Treasury Securities [Member] | |||||||
Money Market and U.S. Treasury Bills | $ 32,179,734 | $ 32,179,734 | $ 5,842,193 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details Textual) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 66,637 | 65,453 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,846 | 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross | $ 503,823 | $ 300,327 |
Less: Accumulated depreciation | (231,578) | (155,415) |
Totals | 272,245 | 144,912 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | 22,307 | 22,307 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 481,516 | $ 278,020 |
PROPERTY AND EQUIPMENT (Detai25
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 30,714 | $ 18,746 | $ 76,163 | $ 54,230 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Sep. 30, 2017USD ($) |
Remainder of 2017 | $ 13,189 |
2,018 | 145,852 |
2,019 | 188,850 |
2,020 | 193,338 |
2,021 | 64,941 |
Total | $ 606,170 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Leases, Rent Expense | $ 13,189 | $ 12,408 | $ 38,266 | $ 37,224 | |
Payments to Acquire in Process Research and Development | $ 300,000 | ||||
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 50,000 | 50,000 | |||
Contractual Obligation, Due in Second Year | 200,000 | 200,000 | |||
Contractual Obligation, Due in Third Year | 50,000 | 50,000 | |||
Contractual Obligation | 2,040,000 | 2,040,000 | |||
Standby Letters of Credit [Member] | |||||
Long-term Line of Credit | $ 50,000 | $ 50,000 | |||
Line of Credit Facility, Expiration Date | Jul. 31, 2018 |
STOCKHOLDERS_ EQUITY (Details T
STOCKHOLDERS’ EQUITY (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 22, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 15, 2017 | |
Stockholders' Equity Note, Stock Split | at a conversion ratio of 40 Units for one share of Common Stock. | |||
Common Stock, Shares, Outstanding | 10,082,050 | 0 | ||
Common Stock, Shares Authorized | 45,000,000 | 0 | 45,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 0 | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 373,539 | 55,249 | ||
Weighted Average Exercise Price | $ 8.03 | $ 7.56 | ||
Convertible Notes Payable [Member] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 881,911 | |||
Warrants Expiration Period | 7 years | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 131,675 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.50 | |||
Member Units [Member] | ||||
Common Stock, Shares, Outstanding | 6,440,139 | |||
Stock Issued During Period, Shares, New Issues | 0 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 0 | |||
IPO [Member] | ||||
Common Stock, Shares, Outstanding | 10,082,050 | |||
Stock Issued During Period, Shares, New Issues | 2,760,000 | |||
Shares Issued, Price Per Share | $ 9.50 | |||
Proceeds From Issuance Initial Public Offering Including Ipo Expense | $ 23,300,000 | |||
Warrants Expiration Period | 5 years | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 138,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.45 | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 784,111 | |||
Warrants Expiration Date | Sep. 19, 2022 | |||
Initial Public Offering Costs | $ 1,123,759 | $ 1,123,759 | ||
Commission Of Underwriter | $ 1,835,400 | $ 1,835,400 | ||
Private Placement [Member] | ||||
Warrants Expiration Period | 10 years | 10 years | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 55,249 | 55,249 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.56 | $ 7.56 | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 330,607 | $ 330,607 | ||
Note Warrant [Member] | ||||
Warrants Expiration Period | 10 years | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,615 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.42 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Risk-free interest rate | 2.00% | |
Expected volatility | 75.00% | 72.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.89% | |
Expected life (years) | 5 years 6 months | 6 years 3 months |
Maximum [Member] | ||
Risk-free interest rate | 2.00% | |
Expected life (years) | 10 years | 10 years |
STOCK-BASED COMPENSATION (Det30
STOCK-BASED COMPENSATION (Details 1) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Shares, Options outstanding at beginning of year | 302,088 | 114,525 |
Shares, Granted | 191,730 | 175,813 |
Shares, Forfeited | (15,365) | (2,500) |
Shares, Balance at September 30 | 478,453 | 287,838 |
Shares, Options exercisable at September 30: | 178,275 | 59,791 |
Weighted Average Exercise Price, Options outstanding at beginning of year | $ 5.91 | $ 3.07 |
Weighted Average Exercise Price, Granted | 8.56 | 7.60 |
Weighted Average Exercise Price, Forfeited | 3.60 | 3.60 |
Weighted Average Exercise Price, Balance at September 30 | 7.05 | 5.83 |
Weighted Average Exercise Price, Options exercisable at September 30: | 5.65 | 2.82 |
Weighted Average Grant Date Fair Value for Options Granted During the period: | $ 5.42 | $ 5.16 |
STOCK-BASED COMPENSATION (Det31
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Options Outstanding | 478,453 | 302,088 | 287,838 | 114,525 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 9 months | |||
Options Outstanding, Weighted Average Exercise Price | $ 7.05 | $ 5.91 | $ 5.83 | $ 3.07 |
Options Outstanding, Aggregate Intrinsic Value | $ 2,484,466 | |||
Options Exercisable | 178,275 | 59,791 | ||
Options Exercisable, Weighted Average Exercise Price | $ 5.65 | $ 2.82 | ||
Options Exercisable, Aggregate Intrinsic Value | $ 1,175,571 |
STOCK-BASED COMPENSATION (Det32
STOCK-BASED COMPENSATION (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock-based compensation expense in operating expenses: | ||||
Total Stock-based Compensation Expense | $ 138,282 | $ 73,275 | $ 561,097 | $ 109,576 |
Research and development [Member] | ||||
Stock-based compensation expense in operating expenses: | ||||
Total Stock-based Compensation Expense | 126,600 | 73,275 | 420,789 | 109,576 |
General and administrative [Member] | ||||
Stock-based compensation expense in operating expenses: | ||||
Total Stock-based Compensation Expense | $ 11,682 | $ 0 | $ 140,308 | $ 0 |
STOCK-BASED COMPENSATION (Det33
STOCK-BASED COMPENSATION (Details 4) | Sep. 30, 2017USD ($) |
Remainder of 2017 | $ 154,224 |
2,018 | 545,734 |
2,019 | 393,997 |
2,020 | 280,901 |
2,021 | 97,858 |
Total estimated compensation cost to be recognized | $ 1,472,714 |
STOCK-BASED COMPENSATION (Det34
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | Sep. 15, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Nov. 12, 2012 |
Share-based Compensation | $ 138,282 | $ 73,275 | $ 561,097 | $ 109,576 | ||
2012 Equity Incentive Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 625,000 | |||||
2017 Stock Incentive Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 750,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||
2017 Employee Stock Purchase Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 |
UNSECURED CONVERTIBLE PROMISS35
UNSECURED CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | |||
Sep. 22, 2017 | May 31, 2017 | Sep. 30, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 373,539 | 55,249 | |||
Proceeds From Issuance Of Convertible Debt Gross | $ 8,337,500 | ||||
IPO [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 138,000 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 411,375 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.45 | ||||
Note Warrant [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,615 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.42 | ||||
Proceeds From Issuance Of Convertible Debt Gross | $ 776,717 | ||||
Cedar Point Capital, LLC [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,615 | ||||
Class of Warrant or Right,Term | 10 years | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 286,999 | ||||
Debt Insrtument, Commission Percentage | 10.00% | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.42 | ||||
Convertible Notes Payable [Member] | |||||
Debt Instrument, Face Amount | $ 8,337,500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.25% | ||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | ||||
Debt Instrument, Convertible, Conversion Price | $ 9.50 | $ 9.50 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 131,675 | ||||
Class of Warrant or Right,Term | 7 years | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 776,717 | ||||
Debt Issuance Costs, Current, Net | 885,131 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 881,911 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.50 | ||||
Proceeds From Issuance Of Convertible Debt Gross | 7,560,783 | ||||
Convertible Notes Payable [Member] | Investor [Member] | |||||
Debt Instrument, Face Amount | $ 2,587,500 | $ 5,750,000 |