Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Sep. 19, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Celcuity Inc. | ||
Entity Central Index Key | 1,603,454 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 54,831,578 | ||
Trading Symbol | CELC | ||
Entity Common Stock, Shares Outstanding | 10,106,464 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 2,639,789 | $ 5,856,348 |
Investments | 21,556,857 | 0 |
Restricted cash | 50,000 | 50,000 |
Deposits | 27,726 | 5,717 |
Prepaid assets | 209,708 | 0 |
Total current assets | 24,484,080 | 5,912,065 |
Property and equipment, net | 280,056 | 144,912 |
Long term investments | 7,205,374 | 0 |
Total Assets | 31,969,510 | 6,056,977 |
Current Liabilities: | ||
Accounts payable | 71,913 | 331,534 |
Accrued expenses | 506,140 | 113,825 |
Total current liabilities | 578,053 | 445,359 |
Total Liabilities | 578,053 | 445,359 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Members' equity contributions: 0 and 6,440,139 shares issued and outstanding as of December 31, 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 December 31, 2017 and December 31, 2016, respectively; 0 shares issued and outstanding as of December 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.001 par value: 45,000,000 and 0 shares authorized as of December 31, 2017 and December 31, 2016, respectively; 10,087,516 and 0 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 10,087 | 0 |
Additional paid-in capital | 33,388,597 | 593,365 |
Accumulated deficit | (2,007,227) | (8,331,401) |
Total Stockholders' Equity | 31,391,457 | 5,611,618 |
Total Liabilities and Stockholders' Equity | $ 31,969,510 | $ 6,056,977 |
Balance Sheets _Parenthetical_
Balance Sheets [Parenthetical] - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Shares, Issued | 0 | 6,440,139 |
Common Shares, Outstanding | 0 | 6,440,139 |
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 | 10,087,516 | 0 |
Common Stock, Shares, Outstanding | 10,087,516 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||
Research and development | $ 4,980,427 | $ 3,064,762 |
General and administrative | 972,518 | 263,664 |
Total operating expenses | 5,952,945 | 3,328,426 |
Loss from operations | (5,952,945) | (3,328,426) |
Other income (expense) | ||
Interest expense | (451,664) | 0 |
Interest income | 152,879 | 18,018 |
Other income (expense), net | (298,785) | 18,018 |
Net loss before income taxes | (6,251,730) | (3,310,408) |
Income tax benefits | 0 | 0 |
Net loss | $ (6,251,730) | $ (3,310,408) |
Net loss per unit, basic and diluted | $ (0.84) | $ (0.52) |
Weighted average common shares outstanding, basic and diluted | 7,460,640 | 6,313,089 |
Statements of Changes in Stockh
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 | 5,891,181 | 0 | |||
Member shares issued, net | 3,718,299 | $ 3,387,692 | $ 0 | 330,607 | 0 |
Member shares 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 | 6,440,139 | ||||
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) | (6,440,139) | 6,440,139 | |||
Common stock issued in initial public offering, net of underwriter commission of $1,835,400, initial public offering costs of $1,133,553 and underwriter warrant of $784,111 | 22,466,986 | $ 0 | $ 2,760 | 22,464,226 | 0 |
Common stock issued in initial public offering, net of underwriter commission of $1,835,400, initial public offering costs of $1,133,553 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 | |||
Exercise of common stock warrants | 2,052 | $ 0 | 2,052 | ||
Exercise of common stock warrants (in shares) | 216 | ||||
Stock-based compensation | 677,371 | $ 0 | $ 5 | 677,366 | 0 |
Stock-based compensation (in shares) | 0 | 5,250 | |||
Non-employee stock-based compensation | 197,015 | $ 0 | $ 0 | 197,015 | 0 |
Net loss | (6,251,730) | 0 | 0 | 0 | (6,251,730) |
Balance at Dec. 31, 2017 | $ 31,391,457 | $ 0 | $ 10,087 | $ 33,388,597 | $ (2,007,227) |
Balance (in shares) at Dec. 31, 2017 | 0 | 10,087,516 |
Statements of Changes in Stock6
Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 22, 2017 | Dec. 31, 2017 | |
Adjustments to Additional Paid In Capital, Warrant Issued To Underwriter | $ 784,111 | |
IPO [Member] | ||
Adjustments To Additional Paid In Capital, Commission Of Underwriter | $ 1,800,000 | 1,835,400 |
Adjustments To Additional Paid In Capital, Initial Public Offering Costs | $ 1,100,000 | $ 1,133,553 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,251,730) | $ (3,310,408) |
Adjustments to reconcile net loss to net cash used by operations: | ||
Depreciation | 104,704 | 73,059 |
Stock-based compensation | 874,386 | 187,306 |
Non-cash interest expense | 451,664 | 0 |
Non-cash interest income | (25,097) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid assets and deposits | (231,717) | 0 |
Accounts payable | (262,507) | 69,779 |
Accrued expenses | 392,315 | 91,976 |
Net cash used by operating activities | (4,947,982) | (2,888,288) |
Cash flows from investing activities: | ||
Purchases of investments | (28,737,135) | 0 |
Purchases of property and equipment | (239,848) | (40,903) |
Net cash used by investing activities | (28,976,983) | (40,903) |
Cash flows from financing activities: | ||
Proceeds from sale of member shares, net of issuance costs | 0 | 3,718,299 |
Proceeds from sale of convertible promissory notes | 7,493,330 | 0 |
Proceeds from initial public offering of common stock | 24,109,650 | 0 |
Proceeds from exercise of common stock warrants | 2,052 | 0 |
Payments for debt issuance costs | (40,961) | 0 |
Payments for initial public offering costs | (855,665) | 0 |
Net cash provided by financing activities | 30,708,406 | 3,718,299 |
Net change in cash and cash equivalents | (3,216,559) | 789,108 |
Cash and cash equivalents: | ||
Beginning of period | 5,856,348 | 5,067,240 |
End of period | 2,639,789 | 5,856,348 |
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 11) | 1,063,715 | 0 |
Initial public offering costs included in accounts payable | 2,889 | 0 |
Underwriter's reimbursable offering costs netted against initial public offering proceeds | $ 275,000 | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 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. The Company is currently 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 | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Operating results for the year ended December 31, 2017 are not necessarily indicative of results to be expected for any future year. 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 corporate 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 1.8 1.1 10,082,050 881,911 Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and warrants issued to investors, a placement agent and an underwriter, and prepaid or accrued clinical trial costs. 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 December 31, 2017 and December 31, 2016, the Company had $ 2,612,104 5,842,193 The Company maintains its investments in certificates of deposit, U.S. governmental agency securities and U.S. treasury notes and has classified them as held-to-maturity at the time of purchase. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold until maturity. Held-to maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security using a straight-line method. At December 31, 2017 and 2016, the Company had $ 28,762,231 0 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. Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For all periods presented, there was no difference between net loss and comprehensive loss. The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its diagnostic tests, ability to obtain regulatory approval of its diagnostic tests, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition. 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, restricted cash, accounts payable, accrued expenses and other financial working capital items approximate fair value at December 31, 2017 and December 31, 2016, due to the short maturity nature of these items. The Company accounts for income taxes using the asset and liability method, as required by the accounting standard for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in results of operations in the period that includes the enactment date. The effects of any future changes in tax laws or rates have not been considered. The Company regularly reviews deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if the Company does not consider it to be more likely than not that the deferred tax assets will be realized. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position is more-likely-than-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. The Company’s stock-based compensation consists of common stock options and restricted stock 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 $ 4,980,427 3,064,762 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. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements. The Company is an emerging growth company, but has irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 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 years ended December 31, 2017 and 2016, 64,410 55,283 55,055 0 414 0 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | INVESTMENTS Amortized Cost, Gross Gross Estimated Fair Short-term investments: Certificates of Deposit $ 14,001,237 $ - $ 20,146 $ 13,981,091 Governmental Agency Securities 5,945,314 - 18,101 5,927,213 U.S. Treasury Notes 1,610,306 - 633 1,609,673 Total $ 21,556,857 $ - $ 38,880 $ 21,517,977 Amortized Cost, Gross Gross Estimated Fair Long-term investments: Certificates of Deposit $ 4,165,000 $ - $ 21,481 $ 4,143,519 Governmental Agency Securities 3,040,374 - 14,907 3,025,467 Total $ 7,205,374 $ - $ 36,388 $ 7,168,986 The Company had no investments as of December 31, 2016. The Company’s held-to-maturity investments of $ 21,556,857 7,205,374 |
PREPAID ASSETS
PREPAID ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense, Current [Abstract] | |
Disclosure Of Prepaid Assets [Text Block] | PREPAID ASSETS 2017 2016 Directors & Officers insurance $ 162,914 $ - Prepaid rent 21,673 - Other 25,121 - Total $ 209,708 $ - |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT 2017 2016 Leasehold improvements $ 22,307 $ 22,307 Furniture and equipment 517,868 278,020 540,175 300,327 Less: Accumulated depreciation (260,119) (155,415) Total $ 280,056 $ 144,912 Depreciation expense was $ 104,704 73,059 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ACCRUED EXPENSES 2017 2016 Accrued bonuses $ 389,802 $ 72,917 Accrued payroll 61,829 40,341 Other 54,509 567 Total $ 506,140 $ 113,825 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | 8. COMMITMENTS Lease Obligation The Company leases its corporate space in Minneapolis, Minnesota. At December 31, 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 2018 $ 141,456 2019 188,850 2020 193,338 2021 64,940 Total $ 588,584 Annual rent expense for operating leases was $ 51,455 49,632 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 new 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 in June 2017 and $ 50,000 200,000 50,000 2,040,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. STOCKHOLDERS’ EQUITY On September 15, 2017, in connection with its 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. 257,604,208 6,440,139 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 1.8 1.1 10,082,050 881,911 At December 31, 2017 and 2016, the Company had common stock shares and member shares outstanding of 10,087,516 6,440,139 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 convertible notes (Note 11), the Company issued ten-year warrants to purchase 48,615 8.42 131,675 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 September 19, 2022 784,111 At December 31, 2017 and 2016, the Company had warrants to purchase 373,323 55,249 9.42 7.56 216 0 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10. STOCK-BASED COMPENSATION 2012 Equity Incentive Plan The 2012 Equity Incentive Plan, as amended, was adopted by the Company’s board and approved by the members of the Company on August 10, 2012. The Company reserved a maximum of 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 corporate conversion which took place on September 15, 2017. The Company reserved a maximum of 750,000 2017 2016 Risk-free interest rate 1.89 - 2.40% 2.00% Expected volatility 75.0% 75.0% 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. Prior to the Company’s IPO, 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 grant date. 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 by using the price on the last trading date of the reporting period. 2017 2016 Shares Weighted Shares Weighted Options outstanding at beginning of year 302,088 $ 5.91 114,525 $ 3.07 Granted 233,630 9.78 190,063 7.60 Forfeited (34,115) 7.87 (2,500) 3.60 Balance at December 31 501,603 $ 7.58 302,088 $ 5.91 Options exercisable at December 31: 201,705 $ 5.80 71,463 $ 2.91 Weighted Average Grant Date Fair Value for Options Granted During the year: $ 6.35 $ 5.22 Options Outstanding Options Exercisable Options Weighted Weighted Aggregate Options Weighted Aggregate 501,603 8.56 $ 7.58 $ 5,702,716 201,705 $ 5.80 $ 2,652,723 The Company recognized stock based compensation expense for stock options of $ 818,098 187,306 A restricted stock award of 5,250 5,250 0 0 28,193 0 The total remaining shares available for grant under the 2017 plan is 688,020 2018 $ 829,895 2019 412,803 2020 299,706 2021 116,950 Total estimated compensation cost to be recognized $ 1,659,354 2017 Employee Stock Purchase Plan The Company’s employee stock purchase plan, or ESPP, was adopted by the Company’s board on September 6, 2017, subject to stockholder approval at the next meeting of stockholders. If stockholders do not approve the ESPP, it will be terminated and all contributions returned to the participants without the purchase of any shares. The Company has reserved a total of 100,000 28,095 0 2017 2016 Stock-based compensation expense in operating expenses: Research and development $ 608,456 $ 187,306 General and administrative 265,930 - Total $ 874,386 $ 187,306 |
UNSECURED CONVERTIBLE PROMISSOR
UNSECURED CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 11. 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 accrued interest at a rate of 1.25 December 31, 2018 881,911 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 8.42 286,999 411,375 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 12. Income Taxes 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 period September 16, 2017 through December 31, 2017, due to net losses and recognition of a valuation allowance. 2017 2016 Tax benefit at statutory federal rate $ (682,000) $ - State income tax benefit, net of federal tax effect (130,000) - Change in valuation allowance on deferred tax assets 897,000 - Other permanent items 3,000 - Revaluation of deferred taxes due to U.S. Tax Reform 366,000 - Change in tax status (454,000) - Income tax benefits $ - $ - 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 December 31, 2017. 2017 2016 Deferred tax assets (liabilities): Accrued expenses $ 112,000 $ - Share-based compensation 325,000 - Property and equipment 68,000 - Net operating losses 392,000 - Valuation allowance (897,000) - Net deferred tax assets (liabilities) $ - $ - On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was signed into United States tax law. As a result, certain provisions in this Act effect the deferred tax assets and liabilities and the deferred tax provision of the Company as of and for the year ended December 31, 2017. Among other provisions included in the Act, the US federal corporate tax rate is reduced from a graduated rate up to 35 21 366,000 At December 31, 2017, the Company had federal and state net operating loss carryforwards of approximately $ 1.36 Under the provisions of Section 382 of the Internal Revenue Code of 1986, certain substantial changes in the Company’s ownership, including a sale of the Company, or significant changes in ownership due to sales of equity, may limit in the future the amount of net operating loss carryforwards available to offset future taxable income. The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. As of December 31, 2017 and 2016, the Company has no unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. Prior to the conversion, Celcuity was a limited liability company and therefore was a disregarded legal entity for income tax purposes. Accordingly, no benefit 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 policy is to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expenses. As of September 30, 2017, and December 31, 2016, the Company did not have any significant uncertain tax positions. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Operating results for the year ended December 31, 2017 are not necessarily indicative of results to be expected for any future year. 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 corporate 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 1.8 1.1 10,082,050 881,911 |
Use of Estimates, Policy [Policy Text Block] | Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and warrants issued to investors, a placement agent and an underwriter, and prepaid or accrued clinical trial costs. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents 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 December 31, 2017 and December 31, 2016, the Company had $ 2,612,104 5,842,193 |
Investment, Policy [Policy Text Block] | Investments The Company maintains its investments in certificates of deposit, U.S. governmental agency securities and U.S. treasury notes and has classified them as held-to-maturity at the time of purchase. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold until maturity. Held-to maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security using a straight-line method. At December 31, 2017 and 2016, the Company had $ 28,762,231 0 |
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 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. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For all periods presented, there was no difference between net loss and comprehensive loss. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Risks and Uncertainties The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its diagnostic tests, ability to obtain regulatory approval of its diagnostic tests, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments 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, restricted cash, accounts payable, accrued expenses and other financial working capital items approximate fair value at December 31, 2017 and December 31, 2016, due to the short maturity nature of these items. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by the accounting standard for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in results of operations in the period that includes the enactment date. The effects of any future changes in tax laws or rates have not been considered. The Company regularly reviews deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if the Company does not consider it to be more likely than not that the deferred tax assets will be realized. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position is more-likely-than-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company’s stock-based compensation consists of common stock options and restricted stock 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 $ 4,980,427 3,064,762 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. |
Segment Reporting, Policy [Policy Text Block] | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Application of New or Revised Accounting Standards [Policy Text Block] | Application of New or Revised Accounting Standards Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements. The Company is an emerging growth company, but has irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Held-to-maturity Securities [Table Text Block] | The following table summarizes the Company’s held-to-maturity investment securities at amortized cost as of December 31, 2017: Amortized Cost, Gross Gross Estimated Fair Short-term investments: Certificates of Deposit $ 14,001,237 $ - $ 20,146 $ 13,981,091 Governmental Agency Securities 5,945,314 - 18,101 5,927,213 U.S. Treasury Notes 1,610,306 - 633 1,609,673 Total $ 21,556,857 $ - $ 38,880 $ 21,517,977 Amortized Cost, Gross Gross Estimated Fair Long-term investments: Certificates of Deposit $ 4,165,000 $ - $ 21,481 $ 4,143,519 Governmental Agency Securities 3,040,374 - 14,907 3,025,467 Total $ 7,205,374 $ - $ 36,388 $ 7,168,986 |
PREPAID ASSETS (Tables)
PREPAID ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense, Current [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid assets consisted of the following at December 31: 2017 2016 Directors & Officers insurance $ 162,914 $ - Prepaid rent 21,673 - Other 25,121 - Total $ 209,708 $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at December 31: 2017 2016 Leasehold improvements $ 22,307 $ 22,307 Furniture and equipment 517,868 278,020 540,175 300,327 Less: Accumulated depreciation (260,119) (155,415) Total $ 280,056 $ 144,912 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following at December 31: 2017 2016 Accrued bonuses $ 389,802 $ 72,917 Accrued payroll 61,829 40,341 Other 54,509 567 Total $ 506,140 $ 113,825 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | At December 31, 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 2018 $ 141,456 2019 188,850 2020 193,338 2021 64,940 Total $ 588,584 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 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 at December 31: 2017 2016 Risk-free interest rate 1.89 - 2.40% 2.00% Expected volatility 75.0% 75.0% 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 at December 31 under the Plan: 2017 2016 Shares Weighted Shares Weighted Options outstanding at beginning of year 302,088 $ 5.91 114,525 $ 3.07 Granted 233,630 9.78 190,063 7.60 Forfeited (34,115) 7.87 (2,500) 3.60 Balance at December 31 501,603 $ 7.58 302,088 $ 5.91 Options exercisable at December 31: 201,705 $ 5.80 71,463 $ 2.91 Weighted Average Grant Date Fair Value for Options Granted During the year: $ 6.35 $ 5.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2017 under the Plan: Options Outstanding Options Exercisable Options Weighted Weighted Aggregate Options Weighted Aggregate 501,603 8.56 $ 7.58 $ 5,702,716 201,705 $ 5.80 $ 2,652,723 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] | Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows: 2018 $ 829,895 2019 412,803 2020 299,706 2021 116,950 Total estimated compensation cost to be recognized $ 1,659,354 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The Company recognized total stock-based compensation, as follows for the years ended December 31: 2017 2016 Stock-based compensation expense in operating expenses: Research and development $ 608,456 $ 187,306 General and administrative 265,930 - Total $ 874,386 $ 187,306 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the years ending December 31: 2017 2016 Tax benefit at statutory federal rate $ (682,000) $ - State income tax benefit, net of federal tax effect (130,000) - Change in valuation allowance on deferred tax assets 897,000 - Other permanent items 3,000 - Revaluation of deferred taxes due to U.S. Tax Reform 366,000 - Change in tax status (454,000) - Income tax benefits $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows: 2017 2016 Deferred tax assets (liabilities): Accrued expenses $ 112,000 $ - Share-based compensation 325,000 - Property and equipment 68,000 - Net operating losses 392,000 - Valuation allowance (897,000) - Net deferred tax assets (liabilities) $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 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 ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Expense | $ 4,980,427 | $ 3,064,762 | |
Common Stock, Shares Authorized | 45,000,000 | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 0 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Outstanding | 10,087,516 | 0 | |
Stockholders' Equity Note, Stock Split | at a conversion ratio of 40 Units for one share of Common Stock. | ||
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment | $ 28,762,231 | $ 0 | |
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 | $ 1,100,000 | 1,133,553 | |
Common Stock, Shares, Outstanding | 10,082,050 | ||
Commission Of Underwriter | $ 1,800,000 | 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 | $ 2,612,104 | $ 5,842,193 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 414 | 0 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 64,410 | 55,283 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 55,055 | 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortized Cost, as Adjusted | $ 28,762,231 | $ 0 |
Short Term Investments [Member] | ||
Amortized Cost, as Adjusted | 21,556,857 | 0 |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 38,880 | |
Estimated Fair Value | 21,517,977 | |
Short Term Investments [Member] | Certificates of Deposit | ||
Amortized Cost, as Adjusted | 14,001,237 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 20,146 | |
Estimated Fair Value | 13,981,091 | |
Short Term Investments [Member] | Governmental Agency Securities | ||
Amortized Cost, as Adjusted | 5,945,314 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 18,101 | |
Estimated Fair Value | 5,927,213 | |
Short Term Investments [Member] | U.S. Treasury Notes | ||
Amortized Cost, as Adjusted | 1,610,306 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 633 | |
Estimated Fair Value | 1,609,673 | |
Long Term Investments [Member] | ||
Amortized Cost, as Adjusted | 7,205,374 | $ 0 |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 36,388 | |
Estimated Fair Value | 7,168,986 | |
Long Term Investments [Member] | Certificates of Deposit | ||
Amortized Cost, as Adjusted | 4,165,000 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 21,481 | |
Estimated Fair Value | 4,143,519 | |
Long Term Investments [Member] | Governmental Agency Securities | ||
Amortized Cost, as Adjusted | 3,040,374 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 14,907 | |
Estimated Fair Value | $ 3,025,467 |
INVESTMENTS (Details Textual)
INVESTMENTS (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment | $ 28,762,231 | $ 0 |
Current Investments [Member] | ||
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment | 21,556,857 | 0 |
Long Term Investments [Member] | ||
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment | $ 7,205,374 | $ 0 |
PREPAID ASSETS (Details)
PREPAID ASSETS (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Directors & Officers insurance | $ 162,914 | $ 0 |
Prepaid rent | 21,673 | 0 |
Other | 25,121 | 0 |
Total | $ 209,708 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross | $ 540,175 | $ 300,327 |
Less: Accumulated depreciation | (260,119) | (155,415) |
Total | 280,056 | 144,912 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | 22,307 | 22,307 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 517,868 | $ 278,020 |
PROPERTY AND EQUIPMENT (Detai36
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 104,704 | $ 73,059 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued bonuses | $ 389,802 | $ 72,917 |
Accrued payroll | 61,829 | 40,341 |
Other | 54,509 | 567 |
Total | $ 506,140 | $ 113,825 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 141,456 |
2,019 | 188,850 |
2,020 | 193,338 |
2,021 | 64,940 |
Total | $ 588,584 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leases, Rent Expense | $ 51,455 | $ 49,632 | ||
Payments to Acquire in Process Research and Development | $ 50,000 | $ 300,000 | ||
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 200,000 | |||
Contractual Obligation, Due in Third Year | 50,000 | |||
Contractual Obligation | 2,040,000 | |||
Standby Letters of Credit [Member] | ||||
Long-term Line of Credit | $ 50,000 | |||
Line of Credit Facility, Expiration Date | Jul. 31, 2018 |
STOCKHOLDERS_ EQUITY (Details T
STOCKHOLDERS’ EQUITY (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 15, 2017 | May 31, 2017 | |
Stockholders' Equity Note, Stock Split | at a conversion ratio of 40 Units for one share of Common Stock. | ||||
Common Unit, Issued | 0 | 6,440,139 | |||
Common Unit, Outstanding | 0 | 6,440,139 | |||
Common Stock, Shares, Outstanding | 10,087,516 | 0 | |||
Common Stock, Shares Authorized | 45,000,000 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 5,000,000 | 0 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Warrants Expiration Period | 10 years | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 373,323 | 55,249 | |||
Weighted Average Exercise Price | $ 9.42 | $ 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 | 131,675 | |||
Convertible Note Warrants [Member] | |||||
Warrants Expiration Period | 10 years | ||||
Member Units [Member] | |||||
Common Unit, Issued | 257,604,208 | ||||
Common Unit, Outstanding | 257,604,208 | ||||
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 | ||||
Common Stock [Member] | |||||
Common Unit, Outstanding | 6,440,139 | ||||
Common Stock, Shares, Outstanding | 10,087,516 | ||||
Stock Issued During Period, Shares, New Issues | 2,760,000 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 881,911 | ||||
Stock Issued During Period, Shares, Upon Exercise Of warrants | 216 | ||||
Warrant [Member] | |||||
Stock Issued During Period, Shares, Upon Exercise Of warrants | 216 | 0 | |||
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, Exercise Price of Warrants or Rights | $ 8.42 | ||||
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 | $ 1,100,000 | $ 1,133,553 | |||
Commission Of Underwriter | $ 1,800,000 | $ 1,835,400 | |||
Private Placement [Member] | |||||
Warrants Expiration Period | 10 years | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 55,249 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.56 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 330,607 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Risk-free interest rate | 2.00% | |
Expected volatility | 75.00% | 75.00% |
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 | 2.40% | |
Expected life (years) | 10 years | 10 years |
STOCK-BASED COMPENSATION (Det42
STOCK-BASED COMPENSATION (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares, Options outstanding at beginning of year | 302,088 | 114,525 |
Shares, Granted | 233,630 | 190,063 |
Shares, Forfeited | (34,115) | (2,500) |
Shares, Balance at December 31 | 501,603 | 302,088 |
Shares, Options exercisable at December 31: | 201,705 | 71,463 |
Weighted Average Exercise Price, Options outstanding at beginning of year | $ 5.91 | $ 3.07 |
Weighted Average Exercise Price, Granted | 9.78 | 7.6 |
Weighted Average Exercise Price, Forfeited | 7.87 | 3.6 |
Weighted Average Exercise Price, Balance at December 31 | 7.58 | 5.91 |
Weighted Average Exercise Price, Options exercisable at December 31: | 5.8 | 2.91 |
Weighted Average Grant Date Fair Value for Options Granted During the year: | $ 6.35 | $ 5.22 |
STOCK-BASED COMPENSATION (Det43
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding | 501,603 | 302,088 | 114,525 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 6 months 22 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 7.58 | $ 5.91 | $ 3.07 |
Options Outstanding, Aggregate Intrinsic Value | $ 5,702,716 | ||
Options Exercisable | 201,705 | 71,463 | |
Options Exercisable, Weighted Average Exercise Price | $ 5.8 | $ 2.91 | |
Options Exercisable, Aggregate Intrinsic Value | $ 2,652,723 |
STOCK-BASED COMPENSATION (Det44
STOCK-BASED COMPENSATION (Details 3) | Dec. 31, 2017USD ($) |
2,018 | $ 829,895 |
2,019 | 412,803 |
2,020 | 299,706 |
2,021 | 116,950 |
Total estimated compensation cost to be recognized | $ 1,659,354 |
STOCK-BASED COMPENSATION (Det45
STOCK-BASED COMPENSATION (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation expense in operating expenses: | ||
Total Stock-based Compensation Expense | $ 874,386 | $ 187,306 |
Research and development [Member] | ||
Stock-based compensation expense in operating expenses: | ||
Total Stock-based Compensation Expense | 608,456 | 187,306 |
General and administrative [Member] | ||
Stock-based compensation expense in operating expenses: | ||
Total Stock-based Compensation Expense | $ 265,930 | $ 0 |
STOCK-BASED COMPENSATION (Det46
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 15, 2017 | Nov. 12, 2012 | |
Share-based Compensation | $ 874,386 | $ 187,306 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 5,250 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 5,250 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 0 | ||
Employee Stock Option [Member] | ||||
Share-based Compensation | $ 818,098 | $ 187,306 | ||
Allocated Share-based Compensation Expense | 28,095 | 0 | ||
Restricted Stock [Member] | ||||
Share-based Compensation | $ 28,193 | $ 0 | ||
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, Number of Shares Available for Grant | 688,020 | |||
2017 Employee Stock Purchase Plan [Member] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000 |
UNSECURED CONVERTIBLE PROMISS47
UNSECURED CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | |||
Sep. 22, 2017 | May 31, 2017 | Dec. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 373,323 | 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] | |||||
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 | ||||
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 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 131,675 | 131,675 | |||
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 | ||||
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Tax benefit at statutory federal rate | $ (682,000) | $ 0 |
State income tax benefit, net of federal tax effect | (130,000) | 0 |
Change in valuation allowance on deferred tax assets | 897,000 | 0 |
Other permanent items | 3,000 | 0 |
Revaluation of deferred taxes due to U.S. Tax Reform | 366,000 | 0 |
Change in tax status | (454,000) | 0 |
Income tax benefits | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Accrued expenses | $ 112,000 | $ 0 |
Share-based compensation | 325,000 | 0 |
Property and equipment | 68,000 | 0 |
Net operating losses | 392,000 | 0 |
Valuation allowance | (897,000) | 0 |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Income Tax Reconciliation, Revaluation Of Deferred Tax Due Tax Reform | $ 366,000 | $ 0 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards | 1,360,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards | $ 1,360,000 | ||
Scenario, Plan [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |