Celcuity (CELC) 10-K 13 Mar 20 2019 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 05, 2020	Jun. 28, 2019
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Registrant Name	Celcuity Inc.
Entity Central Index Key	0001603454
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	Accelerated Filer
Entity Public Float			$ 146,077,850
Entity Common Stock, Shares Outstanding		10,253,988
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38207

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 18,735,002	$ 15,944,609
Investments	0	8,952,907
Deposits	22,009	22,009
Deferred transaction costs	28,743	28,743
Payroll tax receivable	190,000	0
Prepaid assets	274,600	269,940
Total current assets	19,250,354	25,218,208
Property and equipment, net	833,463	813,613
Operating lease right-of-use assets	196,983	0
Total assets	20,280,800	26,031,821
Current Liabilities:
Accounts payable	142,773	119,811
Finance lease liabilities	5,769	5,730
Operating lease liabilities	178,466	0
Accrued expenses	584,319	536,791
Total current liabilities	911,327	662,332
Finance lease liabilities	14,109	19,878
Operating lease liabilities	57,793	0
Total liabilities	983,229	682,210
Stockholders' Equity:
Preferred stock, $0.001 par value: 2,500,000 shares authorized; 0 shares issued and outstanding as of December 31, 2019 and December 31, 2018	0	0
Common stock, $0.001 par value: 25,000,000 shares authorized; 10,253,988 and 10,186,382 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	10,254	10,186
Additional paid-in capital	36,134,723	34,827,467
Accumulated deficit	(16,847,406)	(9,488,042)
Total stockholders' equity	19,297,571	25,349,611
Total liabilities and stockholders' equity	$ 20,280,800	$ 26,031,821

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par or stated value per share	$ .001	$ .001
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par or stated value per share	$ .001	$ 0.001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	10,253,988	10,186,382
Common stock, shares outstanding	10,253,988	10,186,382

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating expenses:
Research and development	$ 6,269,308	$ 6,325,995
General and administrative	1,535,993	1,606,543
Total operating expenses	7,805,301	7,932,538
Loss from operations	(7,805,301)	(7,932,538)
Other income (expense)
Interest expense	(159)	(111)
Interest income	446,096	448,834
Gain on sale of fixed assets	0	3,000
Other income, net	445,937	451,723
Net loss before income taxes	(7,359,364)	(7,480,815)
Income tax benefits	0	0
Net loss	$ (7,359,364)	$ (7,480,815)
Net loss per share, basic and diluted	$ (0.72)	$ (0.74)
Weighted average common shares outstanding, basic and diluted	10,226,041	10,124,544

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance (in shares) at Dec. 31, 2017	10,087,516
Beginning balance at Dec. 31, 2017	$ 10,087	$ 33,388,597	$ (2,007,227)	$ 31,391,457
Exercise of common stock warrants (in shares)	19,343
Exercise of common stock warrants	$ 19	183,740		183,759
Stock-based compensation (in shares)	2,571
Stock-based compensation	$ 3	1,168,613		1,168,616
Exercise of common stock options, net of shares withheld for exercise price (in shares)	59,400
Exercise of common stock options, net of shares withheld for exercise price	$ 59	(59)		0
Payments for taxes related to net share settlement of stock options exercised		(55,138)		(55,138)
Employee stock purchases (in shares)	17,552
Employee stock purchases	$ 18	141,714		141,732
Net loss			(7,480,815)	(7,480,815)
Ending balance (in shares) at Dec. 31, 2018	10,186,382
Ending balance at Dec. 31, 2018	$ 10,186	34,827,467	(9,488,042)	25,349,611
Exercise of common stock warrants (in shares)	395
Exercise of common stock warrants		3,752		3,752
Stock-based compensation		1,040,989		1,040,989
Exercise of common stock options, net of shares withheld for exercise price (in shares)	58,127
Exercise of common stock options, net of shares withheld for exercise price	$ 59	174,899		174,958
Payments for taxes related to net share settlement of stock options exercised				0
Employee stock purchases (in shares)	9,084
Employee stock purchases	$ 9	87,616		87,625
Net loss			(7,359,364)	(7,359,364)
Ending balance (in shares) at Dec. 31, 2019	10,253,988
Ending balance at Dec. 31, 2019	$ 10,254	$ 36,134,723	$ (16,847,406)	$ 19,297,571

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (7,359,364)	$ (7,480,815)
Adjustments to reconcile net loss to net cash used for operations:
Depreciation	338,996	223,037
Stock-based compensation	1,040,989	1,168,616
Gain on sale of fixed assets	0	(3,000)
Non-cash interest income, net of cash received	42,907	89,324
Changes in operating assets and liabilities:
Payroll tax receivable	(190,000)	0
Prepaid assets and deposits	(20,143)	(54,514)
Accounts payable	45,617	25,432
Accrued expenses	111,403	(44,349)
Non-cash operating lease, net	(9,116)	0
Net cash used for operating activities	(5,998,711)	(6,076,269)
Cash flows from investing activities:
Purchases of investments	0	(3,235,000)
Proceeds from sale of investments	8,910,000	22,955,000
Purchases of property and equipment	(380,201)	(629,608)
Proceeds from sale of property and equipment	0	4,000
Net cash provided by investing activities	8,529,799	19,094,392
Cash flows from financing activities:
Proceeds from exercise of common stock warrants	3,752	183,759
Proceeds from exercise of employee stock options	174,958	0
Proceeds from employee stock purchases	87,625	141,732
Payments for secondary registration statement costs	(1,300)	(27,443)
Payments for finance leases	(5,730)	(3,324)
Payments for taxes related to net share settlement of stock options exercised	0	(55,138)
Payments for IPO costs	0	(2,889)
Net cash provided by financing activities	259,305	236,697
Net change in cash and cash equivalents	2,790,393	13,254,820
Cash and cash equivalents:
Beginning of period	15,944,609	2,689,789
End of period	$ 18,735,002	$ 15,944,609

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Supplemental disclosures of non-cash investing and financing activities:
Property and equipment included in accounts payable	$ 2,700	$ 24,055
Property and equipment funded by capital lease	0	28,932
Leasehold improvements funded by landlord and related deferred rent included in accrued expenses	0	75,000
Registration statement costs included in accounts payable	$ 0	$ 1,300

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	Nature of Business Celcuity Inc., a Delaware corporation (the “Company”), is developing companion diagnostic tests designed to expand the eligible patient populations for targeted therapies by discovering new cancer sub-types molecular-based approaches cannot detect. The Company’s proprietary CELsignia 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 CELsignia 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 was co-founded in 2012 by Brian F. Sullivan and Dr. Lance G. 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, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Operating results for the year ended December 31, 2019 are not necessarily indicative of results to be expected for any future year. 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 prepaid or accrued clinical trial costs. 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, 2019 and December 31, 2018, the Company had $18,369,229 and $15,822,846, respectively, in money market funds that are considered cash equivalents and not insured by the Federal Deposit Insurance Corporation. 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, 2019 and December 31, 2018, the Company had $0 and $8,982,907, respectively, of short-term investments. 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 useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Furniture and Equipment 4-5 Leasehold Improvements 2-3 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. Deferred Transaction Costs Deferred transaction costs primarily consist of legal fees, SEC filing fees and other fees relating to the Company’s Registration Statement on Form S-3 filed on September 21, 2018. The deferred transaction costs were capitalized as incurred and will be offset against the proceeds from future securities offered by the Company for a period up to three years. The deferred transaction costs will be reviewed periodically to assess the probability that future securities will be offered. In the event that no future offering will occur, any deferred transaction costs will be expensed. Total costs incurred were $0 and $28,743 for years ended December 31, 2019 and 2018, respectively. 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. 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 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 value 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, accounts payable, accrued expenses and other financial working capital items approximate fair value at December 31, 2019 and December 31, 2018, due to the short maturity nature of these items. 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. Stock-Based Compensation The Company’s stock-based compensation consists of stock options and restricted stock issued to certain employees and nonemployees of the Company and the Company’s 2017 Employee Stock Purchase Plan. The Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option-pricing method. If the factors change and different assumptions used, the Company’s stock-based compensation expense could be materially different in the future. The Company recognizes stock-based compensation expense for these options on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as they occur. Research and Development Research and development costs are expensed as incurred. Research and development costs amounted to $6,269,308 in the year ended December 31, 2019 and $6,325,995 in the year ended December 31, 2018. 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 can be 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 service agreements with its third-party service providers. 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 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 Pursuant to 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. Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842),

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE	12 Months Ended
	Dec. 31, 2019
Earnings Per Share [Abstract]
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 share are the same. For the years ended December 31, 2019 and 2018, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 585,215 and 478,503 shares of common stock, respectively, warrants to purchase 353,585 and 353,980 shares of common stock, respectively, and 0 and 2,571 shares of restricted common stock, respectively.

INVESTMENTS

INVESTMENTS	12 Months Ended
	Dec. 31, 2019
Investments, Debt and Equity Securities [Abstract]
INVESTMENTS	The Company held no investments as of December 31, 2019. The following table summarizes the Company’s held-to-maturity investment securities at amortized cost as of December 31, 2018: December 31, 2018 Amortized Cost, as Adjusted Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value Short-term investments: Certificates of Deposit $ 4,415,548 $ - $ 33,526 $ 4,382,022 Governmental Agency Securities 3,038,217 - 24,444 3,013,773 U.S. Treasury Notes 1,499,142 - 2,130 1,497,012 Total $ 8,952,907 $ - $ 60,100 $ 8,892,807

PREPAID ASSETS

PREPAID ASSETS	12 Months Ended
	Dec. 31, 2019
Prepaid Expense, Current [Abstract]
PREPAID ASSETS	Prepaid assets consisted of the following at December 31: 2019 2018 Current: Directors & officers' insurance $ 229,167 $ 224,125 Prepaid rent - 21,490 Other 45,433 24,325 Total $ 274,600 $ 269,940

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment consisted of the following at December 31: 2019 2018 Leasehold improvements $ 302,848 $ 297,094 Furniture and equipment 1,350,508 997,416 1,653,356 1,294,510 Less: Accumulated depreciation (819,893 ) (480,897 ) Total $ 833,463 $ 813,613 Depreciation expense was $338,996 and $223,037 for the years ended December 31, 2019 and 2018, respectively.

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
ACCRUED EXPENSES	Accrued expenses consisted of the following at December 31: 2019 2018 Accrued compensation $ 461,452 $ 391,629 Deferred rent - 63,875 Employee Stock Purchase Plan 10,121 28,940 Other 112,746 52,347 Total $ 584,319 $ 536,791

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	Operating and Finance Leases The Company leases its corporate space in Minneapolis, Minnesota. In September 2017, the Company entered into a non-cancelable operating lease agreement for building space. The new lease commenced, and the Company moved to the facility in May 2018, in conjunction with the termination of its then existing lease. Rent expense is recorded on a straight-line basis over the lease term. The new lease agreement extends through April 2021 and provides for monthly rent, real estate taxes and operating expenses. The lease agreement includes the option to extend the term for two periods of one year each. The option to extend is at the Company’s discretion and because the Company has not determined if the option to extend will be exercised, the extended lease terms are not included in the ROU assets and lease liabilities. The Company regularly evaluates the renewal options and when it is reasonably certain of exercise, the Company includes the renewal period in its lease term. In May 2018, the Company entered into a non-cancelable finance lease agreement for office equipment with a five-year term. The underlying assets are included in furniture and equipment. The lease contains a bargain purchase option at the end of the lease. When an implicit rate is not provided, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. Supplemental balance sheet information consisted of the following at December 31, 2019: Operating Lease Right-of-use assets $ 196,983 Operating lease liability $ 236,259 Less: short term portion (178,466 ) Long term portion $ 57,793 Finance Lease Furniture and equipment $ 28,932 Less: Accumulated depreciation (9,162 ) Net book value of property and equipment under finance lease $ 19,770 Finance lease liability $ 19,878 Less: short term portion (5,769 ) Long term portion $ 14,109 Maturity analysis under lease agreements consisted of the following as of December 31, 2019: Operating Leases Finance Leases 2020 $ 193,338 $ 7,255 2021 64,940 7,255 2022 - 7,255 2023 - 3,022 Total minimum lease payments 258,278 24,787 Less: Present value discount (22,019 ) (242 ) Less amount representing services (4,667 ) Present value of net minimum lease payments $ 236,259 $ 19,878 Weighted Average Remaining Lease Term Discount Rate Operating lease 1.3 years 5.5 % Finance lease 3.4 years 1.0 % Lease costs for the year ended December 31, 2019: Twelve-month Period Operating lease cost $ 164,252 Finance lease cost: Amortization 5,786 Interest 159 Variable lease cost 82,885 $ 253,082 Supplemental cash flow information related to leases for the year ended December 31, 2019: Twelve-month Period Cash paid for amounts included in operating and finance leases: Operating cash outflow from operating leases $ 248,450 Operating cash outflow from finance leases 159 Financing cash outflow from finance leases 5,730 $ 254,339 As of December 31, 2018, minimum rental commitments under non-cancelable operating leases under prior lease accounting rules (ASC 840) were: Amount 2019 $ 173,367 2020 193,338 2021 64,940 Total $ 431,645 Clinical Research Studies In May 2017, the Company entered into an agreement with a clinical research organization to conduct a clinical research study. The Company made payments of $50,000, $200,000 and $350,000 in 2019, 2018 and 2017, respectively. Additional payments will be due as certain milestones are met and clinical sites are added. The maximum amount of these additional payments is estimated to be approximately $2,690,000 over the course of the agreement. In October 2018, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study. The Company made payments of approximately $70,000 in 2019. Additional payments of approximately $112,000 will be due as certain milestones are met.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
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. The Company had 257,604,208 units issued and outstanding as of September 15, 2017. After giving effect to the corporate conversion, the number of common shares outstanding as of such date was 6,440,139. 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 the outstanding units of Celcuity LLC, and in connection with such conversion, the Company filed a certificate of incorporation and adopted bylaws. The Company determined that the corporate conversion is equivalent to a change in the Company’s capital structure. On September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 shares of common stock at a public offering price of $9.50 per share. The aggregate net proceeds received by the Company from the IPO were approximately $23.3 million, net of underwriting commissions of approximately $1.8 million and offering expenses of approximately $1.1 million. Upon the closing of the IPO, 10,082,050 shares of common stock were outstanding, which included 881,911 shares of common stock issued as a result of the conversion of the Company’s convertible notes. Shares of the Company’s common stock began trading on September 20, 2017 on The Nasdaq Capital Market under the symbol “CELC”. On May 11, 2018, the Company filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to decrease the number of authorized shares of its common stock and preferred stock. Pursuant to the Company’s amended certificate of incorporation, the Company is authorized to issue up to 25,000,000 shares of common stock, $0.001 par value per share and 2,500,000 shares of preferred stock, $0.001 par value per share. At December 31, 2019 and 2018, the Company had 10,253,988 and 10,186,382 shares of common stock outstanding, respectively. Warrants In connection with the 2016 private placement offering of units, the Company issued ten-year warrants to the placement agent of the private placement. The warrants allow the placement agent to purchase up to 55,249 shares of common stock at $7.56 per share. The warrants were immediately exercisable and expire on January 14, 2026 and May 2, 2026. These warrants are equity classified and the $330,607 fair value of the warrants is reflected as additional paid-in capital. In connection with the private placement offering of convertible notes, the Company issued ten-year warrants to the placement agent to purchase 48,615 shares of common stock at a price of $8.42 per share. The warrants were immediately exercisable and expire on April 28, 2027 and May 17, 2027. These warrants are equity classified and the $286,999 fair value of the warrants is reflected as additional paid-in-capital. In addition, the Company granted the purchasers of the convertible notes the right to receive a seven-year warrant to purchase 131,675 shares of common stock at an exercise price equal to the conversion price of the convertible notes. With the completion of the IPO on September 22, 2017, these warrants were issued. These warrants were immediately exercisable and expire on September 22, 2024. These warrants are equity classified and the $776,717 fair value of the warrants is reflected as additional paid-in-capital. 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 shares of common stock at $10.45 per share. This warrant was immediately exercisable and expires on September 19, 2022. This warrant is equity classified and the $784,111 fair value of the warrant is reflected as additional paid-in-capital. At December 31, 2019 and 2018, the Company had warrants to purchase 353,585 and 353,980 shares of common stock outstanding, respectively, at a weighted average exercise price of $9.42. A total of 395 and 19,343 warrants were exercised in the years ended December 31, 2019 and 2018, respectively.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
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 Celcuity LLC on August 10, 2012. The Company reserved a maximum of 625,000 shares of common stock for issuance under the 2012 Equity Incentive Plan. The 2012 Equity Incentive Plan provides for options, restricted stock awards, performance stock awards or stock bonuses. The exercise price of each option granted under the 2012 Equity Incentive Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2012 Equity Incentive Plan is ten years. The Company’s board administers the 2012 Equity Incentive Plan and determines the provisions of incentive awards, including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may be subject to. The 2012 Equity Incentive Plan was frozen on September 6, 2017 and any new awards will be issued under the terms of the 2017 Stock Incentive Plan. 2017 Stock Incentive Plan The 2017 Stock Incentive Plan (the “2017 Plan”) was adopted by the Company’s board on September 6, 2017, became effective following the corporate conversion on September 15, 2017, and was approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018. The Company reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Plan. The number of shares reserved for issuance under the 2017 Plan will increase automatically on January 1, 2019 and each subsequent anniversary through January 1, 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. The Company’s board decided that no increase would occur on January 1, 2019. The 2017 Plan provides for options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses. The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2017 Plan is ten years. The 2017 Plan is generally administered by the compensation committee of the Company’s board, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan. The following table summarizes the activity for all stock options outstanding for the years ended December 31: 2019 2018 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at beginning of year 478,503 $ 9.73 501,603 $ 7.58 Granted 248,756 19.69 66,899 23.17 Exercised (66,489 ) 5.13 (89,999 ) 7.60 Forfeited/Expired (75,555 ) 10.55 - - Balance at December 31 585,215 $ 14.37 478,503 $ 9.73 Options exercisable at December 31: 264,280 $ 9.52 256,029 $ 7.00 Weighted Average Grant Date Fair Value for Options Granted During the year: $ 13.46 $ 15.76 The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2019: Options Outstanding Options Exercisable Options Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Options Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value 585,215 8.15 $ 14.37 $ 906,765 264,280 $ 9.52 $ 806,301 The Company recognized stock-based compensation expense for stock options of $990,839 and $1,009,620 for the years ended December 31, 2019 and 2018, respectively. 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 years ended December 31: 2019 2018 Risk-free interest rate 1.42% - 2.47% 2.52% - 3.09% Expected volatility 76.2% - 80.0% 72.0%-76.0% Expected life (years) 5.2 to 6.3 5.5 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 price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings. Subsequent to the IPO, the price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date. The risk-free interest rates are 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 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 in combination with the Company’s calculated volatility since being publicly traded. 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. In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with such agreements would also be cancelled. Unvested nonemployee options were marked-to-market through April 1, 2018, the date that the Company adopted ASU No. 2018-07, Improvements to Non-employee Share-Based Payment Accounting. No restricted stock awards were granted in the year ended December 31, 2019. A restricted stock award of 2,571 shares was granted to a member of the Company’s board in 2018. The Company had 0 and 2,571 shares of restricted stock outstanding as of December 31, 2019 and 2018, respectively. During the years ended December 31, 2019 and 2018, 2,571 and 5,250 shares of restricted stock vested, respectively, The Company recognized stock-based compensation expense for restricted stock of $17,047 and $87,232 for the years ended December 31, 2019 and 2018, respectively. The total remaining shares available for grant under the 2017 Plan is 386,178. Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows: 2020 $ 1,229,261 2021 944,230 2022 784,416 2023 440,701 2024 84,484 Total estimated compensation cost to be recognized $ 3,483,092 2017 Employee Stock Purchase Plan The Company’s 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board on September 6, 2017 and approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018. The Company has reserved a total of 100,000 shares for issuance under the ESPP. The number of shares authorized and reserved for issuance under the ESPP will be automatically increased on the first day of each of the Company’s fiscal years beginning in 2019 by the number of shares equal to 0.5% of the total outstanding number of shares of common stock. However, the Company’s board may reduce the amount of the increase in any particular year. The Company’s board decided that no increase would occur on January 1, 2019. The ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common stock. The ESPP is administered using overlapping 24 month offering periods, referred to as an Offering Period. Each Offering Period has four six-month purchase periods. A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year. Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower. If the purchase date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date. The Company recognized stock-based compensation expense related to the ESPP of $33,103 and $71,764 for the years ended December 31, 2019 and 2018, respectively. The Company recognized total stock-based compensation expense, as follows for the years ended December 31: 2019 2018 Stock-based compensation expense in operating expenses: Research and development $ 567,305 $ 727,216 General and administrative 473,684 441,400 Total $ 1,040,989 $ 1,168,616

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES	Following the conversion of Celcuity LLC to Celcuity Inc. on September 15, 2017, the Company began filing federal and state returns where required. No income tax benefit was recorded for the years 2019 and 2018, due to net losses and recognition of a valuation allowance. 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 ended December 31: 2019 2018 Tax benefit at statutory federal rate $ (1,545,000 ) $ (1,571,000 ) State income tax benefit, net of federal tax effect (24,000 ) (30,000 ) Change in valuation allowance on deferred tax assets 1,781,000 1,881,000 Other permanent items (212,000 ) (280,000 ) 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 2019 2018 Deferred tax assets (liabilities): Accrued expenses $ 8,000 $ 14,000 Share-based compensation 435,000 329,000 Property and equipment 175,000 103,000 Right-of-use assets (41,000 ) - Lease liability 50,000 - Start-up expenditures 2,038,000 1,265,000 Net operating losses and tax credits 1,894,000 1,067,000 Valuation allowance (4,559,000 ) (2,778,000 ) Net deferred tax assets $ - $ - At December 31, 2019, the Company had federal and state net operating loss carryforwards of approximately $6.2 million and $0.6 million, respectively. The net operating loss carryforwards for 2017 will begin to expire in the year ending December 31, 2037. The net operating loss carryforwards starting in 2018 have no expiration. 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, 2019, and 2018, the Company has no significant uncertain tax positions. 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 LLC was a limited liability company and therefore was taxed as a partnership for income tax purposes. Accordingly, no benefit for income taxes was recorded prior to the conversion. For years prior to 2015, 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.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Operating results for the year ended December 31, 2019 are not necessarily indicative of results to be expected for any future year.
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 prepaid or accrued clinical trial costs.
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, 2019 and December 31, 2018, the Company had $18,369,229 and $15,822,846, respectively, in money market funds that are considered cash equivalents and not insured by the Federal Deposit Insurance Corporation.
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, 2019 and December 31, 2018, the Company had $0 and $8,982,907, respectively, of short-term investments.
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 useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Furniture and Equipment 4-5 Leasehold Improvements 2-3
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.
Deferred Transaction Costs	Deferred transaction costs primarily consist of legal fees, SEC filing fees and other fees relating to the Company’s Registration Statement on Form S-3 filed on September 21, 2018. The deferred transaction costs were capitalized as incurred and will be offset against the proceeds from future securities offered by the Company for a period up to three years. The deferred transaction costs will be reviewed periodically to assess the probability that future securities will be offered. In the event that no future offering will occur, any deferred transaction costs will be expensed. Total costs incurred were $0 and $28,743 for years ended December 31, 2019 and 2018, respectively.
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.
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	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 value 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, accounts payable, accrued expenses and other financial working capital items approximate fair value at December 31, 2019 and December 31, 2018, due to the short maturity nature of these items.
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.
Stock-Based Compensation	The Company’s stock-based compensation consists of stock options and restricted stock issued to certain employees and nonemployees of the Company and the Company’s 2017 Employee Stock Purchase Plan. The Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option-pricing method. If the factors change and different assumptions used, the Company’s stock-based compensation expense could be materially different in the future. The Company recognizes stock-based compensation expense for these options on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as they occur.
Research and Development	Research and development costs are expensed as incurred. Research and development costs amounted to $6,269,308 in the year ended December 31, 2019 and $6,325,995 in the year ended December 31, 2018.
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 can be 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 service agreements with its third-party service providers. 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 Data	The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.
Accounting Pronouncements	Application of New or Revised Accounting Standards Pursuant to 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. Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842),

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Estimated useful lives of property plant and equipment	Asset Description Estimated Lives Furniture and Equipment 4-5 Leasehold Improvements 2-3

INVESTMENTS (Tables)

INVESTMENTS (Tables)	12 Months Ended
	Dec. 31, 2019
Investments, Debt and Equity Securities [Abstract]
Held-to-maturity securities	December 31, 2018 Amortized Cost, as Adjusted Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value Short-term investments: Certificates of Deposit $ 4,415,548 $ - $ 33,526 $ 4,382,022 Governmental Agency Securities 3,038,217 - 24,444 3,013,773 U.S. Treasury Notes 1,499,142 - 2,130 1,497,012 Total $ 8,952,907 $ - $ 60,100 $ 8,892,807

PREPAID ASSETS (Tables)

PREPAID ASSETS (Tables)	12 Months Ended
	Dec. 31, 2019
Prepaid Expense, Current [Abstract]
Prepaid assets	2019 2018 Current: Directors & officers' insurance $ 229,167 $ 224,125 Prepaid rent - 21,490 Other 45,433 24,325 Total $ 274,600 $ 269,940

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Property, plant and equipment	2019 2018 Leasehold improvements $ 302,848 $ 297,094 Furniture and equipment 1,350,508 997,416 1,653,356 1,294,510 Less: Accumulated depreciation (819,893 ) (480,897 ) Total $ 833,463 $ 813,613

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued expenses	2019 2018 Accrued compensation $ 461,452 $ 391,629 Deferred rent - 63,875 Employee Stock Purchase Plan 10,121 28,940 Other 112,746 52,347 Total $ 584,319 $ 536,791

COMMITMENTS (Tables)

COMMITMENTS (Tables)	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Supplemental balance sheet information related to leases	Operating Lease Right-of-use assets $ 196,983 Operating lease liability $ 236,259 Less: short term portion (178,466 ) Long term portion $ 57,793 Finance Lease Furniture and equipment $ 28,932 Less: Accumulated depreciation (9,162 ) Net book value of property and equipment under finance lease $ 19,770 Finance lease liability $ 19,878 Less: short term portion (5,769 ) Long term portion $ 14,109
Maturity analysis under lease agreements	Operating Leases Finance Leases 2020 $ 193,338 $ 7,255 2021 64,940 7,255 2022 - 7,255 2023 - 3,022 Total minimum lease payments 258,278 24,787 Less: Present value discount (22,019 ) (242 ) Less amount representing services (4,667 ) Present value of net minimum lease payments $ 236,259 $ 19,878
Weighted average discount rate	Weighted Average Remaining Lease Term Discount Rate Operating lease 1.3 years 5.5 % Finance lease 3.4 years 1.0 %
Lease costs for the period	Twelve-month Period Operating lease cost $ 164,252 Finance lease cost: Amortization 5,786 Interest 159 Variable lease cost 82,885 $ 253,082
Supplemental cash flow information related to leases	Twelve-month Period Cash paid for amounts included in operating and finance leases: Operating cash outflow from operating leases $ 248,450 Operating cash outflow from finance leases 159 Financing cash outflow from finance leases 5,730 $ 254,339
Minimum rental commitments under non-cancelable operating leases	Amount 2019 $ 173,367 2020 193,338 2021 64,940 Total $ 431,645

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock options activity	2019 2018 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding at beginning of year 478,503 $ 9.73 501,603 $ 7.58 Granted 248,756 19.69 66,899 23.17 Exercised (66,489 ) 5.13 (89,999 ) 7.60 Forfeited/Expired (75,555 ) 10.55 - - Balance at December 31 585,215 $ 14.37 478,503 $ 9.73 Options exercisable at December 31: 264,280 $ 9.52 256,029 $ 7.00 Weighted Average Grant Date Fair Value for Options Granted During the year: $ 13.46 $ 15.76
Stock options outstanding	Options Outstanding Options Exercisable Options Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Aggregate Intrinsic Value Options Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value 585,215 8.15 $ 14.37 $ 906,765 264,280 $ 9.52 $ 806,301
Fair value of equity-based awards assumptions	2019 2018 Risk-free interest rate 1.42% - 2.47% 2.52% - 3.09% Expected volatility 76.2% - 80.0% 72.0%-76.0% Expected life (years) 5.2 to 6.3 5.5 to 10.00 Expected dividend yield 0% 0%
Unrecognized compensation cost	2020 $ 1,229,261 2021 944,230 2022 784,416 2023 440,701 2024 84,484 Total estimated compensation cost to be recognized $ 3,483,092
Stock-based compensation expense	2019 2018 Stock-based compensation expense in operating expenses: Research and development $ 567,305 $ 727,216 General and administrative 473,684 441,400 Total $ 1,040,989 $ 1,168,616

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation	2019 2018 Tax benefit at statutory federal rate $ (1,545,000 ) $ (1,571,000 ) State income tax benefit, net of federal tax effect (24,000 ) (30,000 ) Change in valuation allowance on deferred tax assets 1,781,000 1,881,000 Other permanent items (212,000 ) (280,000 ) Income tax benefits $ - $ -
Deferred tax assets and liabilities	2019 2018 Deferred tax assets (liabilities): Accrued expenses $ 8,000 $ 14,000 Share-based compensation 435,000 329,000 Property and equipment 175,000 103,000 Right-of-use assets (41,000 ) - Lease liability 50,000 - Start-up expenditures 2,038,000 1,265,000 Net operating losses and tax credits 1,894,000 1,067,000 Valuation allowance (4,559,000 ) (2,778,000 ) Net deferred tax assets $ - $ -

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2019
Furniture and Equipment
Estimated useful lives	4-5 Years
Leasehold Improvements
Estimated useful lives	2-3 Years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash equivalents	$ 18,369,229	$ 15,822,846
Short term investments	0	8,952,907
Deferred costs	28,743	28,743
Research and development expense	$ 6,269,308	$ 6,325,995

NET LOSS PER COMMON SHARE (Deta

NET LOSS PER COMMON SHARE (Details Narative) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock Options
Antidilutive securities excluded from computation of earnings per share	585,215	478,503
Warrants
Antidilutive securities excluded from computation of earnings per share	353,585	353,980
Restricted Stock
Antidilutive securities excluded from computation of earnings per share	0	2,571

INVESTMENTS (Details)

INVESTMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019
Amortized cost, as adjusted	$ 8,952,907	$ 0
Gross unrealized holding gains	0
Gross unrealized holding losses	60,100
Estimated fair value	8,892,807
Certificates of Deposit
Amortized cost, as adjusted	4,415,548
Gross unrealized holding gains	0
Gross unrealized holding losses	33,526
Estimated fair value	4,382,022
Governmental Agency Securities
Amortized cost, as adjusted	3,038,217
Gross unrealized holding gains	0
Gross unrealized holding losses	24,444
Estimated fair value	3,013,773
U.S. Treasury Notes
Amortized cost, as adjusted	1,499,142
Gross unrealized holding gains	0
Gross unrealized holding losses	2,130
Estimated fair value	$ 1,497,012

PREPAID ASSETS (Details)

PREPAID ASSETS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Prepaid Expense and Other Assets [Abstract]
Directors & officers' insurance	$ 229,167	$ 224,125
Prepaid rent	0	21,490
Other	45,433	24,325
Total	$ 274,600	$ 269,940

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, plant and equipment, gross	$ 1,653,356	$ 1,294,510
Less: accumulated depreciation	(819,893)	(480,897)
Property, plant and equipment, net	833,463	813,613
Leasehold Improvements
Property, plant and equipment, gross	302,848	297,094
Furniture and Equipment
Property, plant and equipment, gross	$ 1,350,508	$ 997,416

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation	$ 338,996	$ 223,037

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued compensation	$ 461,452	$ 391,629
Deferred rent	0	63,875
Employee stock purchase plan	10,121	28,940
Other	112,746	52,347
Total	$ 584,319	$ 536,791

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Right-of-use asset	$ 196,983	$ 0
Operating lease liability	236,259
Less: short term portion	(178,466)	0
Long term portion	57,793	0
Furniture and equipment	28,932
Less: accumulated depreciation	(9,162)
Net book value of property and equipment under finance lease	19,770
Finance lease liability	19,878
Less: short term portion	(5,769)	(5,730)
Long term portion	$ 14,109	$ 19,878

COMMITMENTS (Details 1)

COMMITMENTS (Details 1)	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 193,338
2021	64,940
2022	0
2023	0
Total minimum lease payments	258,278
Less: present value discount	(22,019)
Less amount representing services	0
Present value of net minimum lease payments	236,259
2020	7,255
2021	7,255
2022	7,255
2023	3,022
Total minimum capital lease payments	24,787
Less: present value discount	(242)
Less amount representing services	(4,667)
Present value of net minimum lease payments	$ 19,878

COMMITMENTS (Details 2)

COMMITMENTS (Details 2)	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating lease, weighted average remaining lease term	1 year 3 months 18 days
Operating lease, weighted average discount rate, percent	5.50%
Finance lease, weighted average remaining lease term	3 years 4 months 24 days
Finance lease, weighted average discount rate, percent	1.00%

COMMITMENTS (Details 3)

COMMITMENTS (Details 3)	12 Months Ended
	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 164,252
Finance lease cost:
Amortization	5,786
Interest	159
Variable lease cost	82,885
Total lease cost	$ 253,082

COMMITMENTS (Details 4)

COMMITMENTS (Details 4)	12 Months Ended
	Dec. 31, 2019USD ($)
Cash paid for amounts included in operating and finance leases:
Operating cash outflow from operating leases	$ 248,450
Operating cash outflow from finance leases	159
Financing cash outflow from finance leases	5,730
Total cash paid for amounts included in operating and finance leases	$ 254,339

COMMITMENTS (Details 5)

COMMITMENTS (Details 5)	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 173,367
2020	193,338
2021	64,940
Total	$ 431,645

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Payments to acquire in process research and development	$ 50,000	$ 200,000	$ 350,000
Maximum amount of payments over the course of the agreement	2,690,000
Contractual obligation	70,000
Future payments required upon certain milestones being met	$ 112,000

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Common stock, shares outstanding	10,253,988	10,186,382
Warrants outstanding	353,585	353,980
Warrants outstanding weighted average exercise price	$ 9.42	$ 9.42
Warrants exercised	395	19,343

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Shares, options outstanding, beginning	478,503	501,603
Shares, granted	248,756	66,899
Shares, exercised	(66,489)	(89,999)
Shares, forfeited/expired	(75,555)	0
Shares, options outstanding, ending	585,215	478,503
Shares, options exercisable	264,280	256,029
Weighted average exercise price, options outstanding, beginning	$ 9.73	$ 7.58
Weighted average exercise price, granted	19.69	23.17
Weighted average exercise price, exercised	5.13	7.60
Weighted average exercise price, forfeited/expired	10.55	.00
Weighted average exercise price, options outstanding, ending	14.37	9.73
Weighted average exercise price, options exercisable	9.52	7
Weighted average grant date fair value for options granted during the period	$ 13.46	$ 15.76

STOCK-BASED COMPENSATION (Det_2

STOCK-BASED COMPENSATION (Details 1) - Stock Options - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Options outstanding	585,215	478,503	501,603
Options outstanding, weighted average remaining contractual life	8 years 1 month 24 days
Options outstanding, weighted average exercise price	$ 14.37	$ 9.73	$ 7.58
Options outstanding, aggregate intrinsic value	$ 906,765
Options exercisable	264,280	256,029
Options exercisable, weighted average exercise price	$ 9.52	$ 7
Options exercisable, aggregate intrinsic value	$ 806,301

STOCK-BASED COMPENSATION (Det_3

STOCK-BASED COMPENSATION (Details 2)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Expected dividend yield	0.00%	0.00%
Minimum
Risk-free interest rate	1.42%	2.52%
Expected volatility	76.20%	72.00%
Expected life (years)	5 years 2 months 12 days	5 years 6 months
Maximum
Risk-free interest rate	2.47%	3.09%
Expected volatility	80.00%	76.00%
Expected life (years)	6 years 3 months 18 days	10 years

STOCK-BASED COMPENSATION (Det_4

STOCK-BASED COMPENSATION (Details 3)	Dec. 31, 2019USD ($)
Share-based Payment Arrangement [Abstract]
2020	$ 1,229,261
2021	944,230
2022	784,416
2023	440,701
2024	84,484
Total estimated compensation cost to be recognized	$ 3,483,092

STOCK-BASED COMPENSATION (Det_5

STOCK-BASED COMPENSATION (Details 4) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock-based compensation expense	$ 1,040,989	$ 1,168,616
Research and Development
Stock-based compensation expense	567,305	727,216
General and Administrative
Stock-based compensation expense	$ 473,684	$ 441,400

STOCK-BASED COMPENSATION (Det_6

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based compensation	$ 1,040,989	$ 1,168,616
Restricted stock awards granted	0	2,571
Restricted stock outstanding	0	2,571
Restricted stock vested	2,571	5,250
Shares available for grant under the 2017 Plan	386,178
Stock Options
Share-based compensation	$ 990,839	$ 1,009,620
Restricted Stock
Share-based compensation	17,047	87,232
2017 Stock Incentive Plan
Share-based compensation	$ 33,103	$ 71,764

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Tax benefit at statutory federal rate	$ (1,545,000)	$ (1,571,000)
State income tax benefit, net of federal tax effect	(24,000)	(30,000)
Change in valuation allowance on deferred tax assets	1,781,000	1,881,000
Other permanent items	(212,000)	(280,000)
Income tax benefits	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Accrued expenses	$ 8,000	$ 14,000
Share-based compensation	435,000	329,000
Property and equipment	175,000	103,000
Right-of-use assets	(41,000)	0
Lease liability	50,000	0
Start-up expenditures	2,038,000	1,265,000
Net operating losses and tax credits	1,894,000	1,067,000
Valuation allowance	(4,559,000)	(2,778,000)
Net deferred tax assets (liabilities)	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Dec. 31, 2019USD ($)
Federal
Operating loss carryforwards	$ 6,200,000
State
Operating loss carryforwards	$ 600,000